Draft dated July 8, 2024

This is a translation for informational purposes. The German-language version of the Constitution is legally binding.

Preamble

During the 12th “International Symposium on Hepatic Encephalopathy and Nitrogen Metabolism” the foundation of the “International Society on Hepatic Encephalopathy and Nitrogen Metabolism” (ISHEN) was unanimously voted by the assembled participants of the meeting. It was agreed that ISHEN should be a non-profit organization aiming at promoting clinical and basic research on Hepatic Encephalopathy.

Article 1

Name, seat and accounting year

The name of the Society is “International Society for Hepatic Encephalopathy and Nitrogen Metabolism e.V.”.

It is based in Hanover and is registered in the Register of Associations.

The accounting year is the calendar year.

Article 2

Purpose of the Society

The Society pursues exclusively and directly non-profit-making purposes within the meaning of the section “Steuerbegünstigte Zwecke” of the German tax code (Abgabenordnung). The purpose of the Society is to promote science and research, public health care, and education and training.

The purpose of the Society according to this Constitution shall be pursued particulary by

promoting the study, research and understanding of pathogenesis and treatment pertaining to all aspects of brain disorders associated with liver disease, including, neuroscience, hepatology, metabolism, nutrition, therapy and of nitrogen metabolism in general;

organising, preparing, holding and participating in international meetings on subjects related to No. 1 and providing the aegis for local symposia and workshops related to the same object; 

fostering and advancing the exchange of research ideas amongst individual members of the society and to encourage and foster collaborative research and facilitate exchanges of information, material and personnel;    

providing a forum for the dissemination of specialist opinion and information through symposia, congresses, workshops and a Society Web site or whatever valuable tool;

supporting publications in journals related to its objectives, also through the affiliation with an established journal;

promoting medical knowledge and good clinical practice in the field of interest and influence of the Society, through teaching and other forms of educational activity.

Article 3

Selfless activity and use of resources

The Society works selflessly; it does not primarily pursue its own economic purposes. The Society’s funds may only be used for statutory purposes. The members do not receive payments from the Society. No person may benefit from expenses that are alien to the purpose of the Society or from disproportionately high remuneration.

Article 4

Membership

Full members of the Society may be scientists involved in basic or clinical research or having a serious interest in the Society’s field of study and meeting the Society’s entrance requirements.

Members will be open to accepting individuals irrespective of nationality, ethnicity, sex, language, religion or political views.

The Executive Committee may grant honorary membership to individuals of merit. Honorary members have the right to speak at the General Assembly, but no right to propose or vote.

Article 5

Application for membership

Requests for membership should be made by application to the Society on a standard form available on the homepage ISHEN.org which should be submitted to the Executive Committee. The candidate should also submit a short curriculum vitae. The inclusion of the signature of a sponsor, who is already a member of the Society, whilst welcome, is not mandatory. Membership begins with the Executive Committee’s decision to accept the application.

Article 6

Termination of membership

Membership ends through termination, death, or exclusion.

Membership can be terminated at any time. The termination must be declared in writing to a member of the Executive Committee.

An exclusion requires an important reason. An important reason exists especially if a member repeatedly or seriously violates the Society’s Constitution or regulations or grossly violates the objectives or interests of the Society. The Executive Committee decides on the exclusion with a majority of two thirds of its members. The member concerned can appeal the decision. The General Assembly decides on the appeal.

Article 7

Membership fees

The Society can collect fees from its members for financing purposes. The Executive Committee decides on the amount of the fee.

The Committee can issue regulations on the amount of the fee as well as the procedure for collecting it.

Article 8

Organs of the Society

The organs of the Society shall be:

The General Assembly

The Executive Committee

The President.

Article 9

General Assembly

The General Assembly is the supreme authority of the Society.

It has a quorum if it has been properly convened and if at least ten percent of the full members are present or their voting rights are represented.

Members can transfer their voting rights to other members by written declaration.

Article 10

Functions of the General Assembly

The General Assembly will be responsible for:

Election of the Executive Committee including the President-elect, who will assume the presidency in the term after next,

Approval of the budget, the annual accounts and all reports prepared by the Committee officers,

Determination of the time period for forthcoming international congresses,

Amendment of the Society’s Constitution when proposed by the Committee.

Article 11

Ordinary and extraordinary General Assembly

The ordinary General Assembly will be convened at least once every three years, preferably to coincide with the timing and location of the International Congress.

An extraordinary General Assembly must be called if the interests of the Society require it or if ten percent of the members request this, stating the purpose and reasons.

Article 12

Procedure of the General Assembly

The General Assembly shall be convened by the President in writing, with a notice period of at least two weeks.

The President will preside over all proceedings of the General Assembly.

Each full member will have one vote, and decisions will be taken on the basis of a simple majority of the members present.

Voting will be carried out in secrecy only if a majority of members present request it. In the event of a tie, the vote will be repeated. If there is again a tie, the President's vote decides.

Amendments to this Constitution can only be made at the request of the Executive Committee. A majority of two thirds of the votes cast is required. According to Section 71 of the German Civil Code (BGB), amendments require entry in the Register of Associations to be effective.

Minutes of the General Assembly must be prepared and signed by the President and the minutes taker.

Article 13

Members’ proposals

Any member may request the inclusion of an item on the agenda of the General Assembly by writing to the Executive Committee at least six weeks before the date of that Assembly. The Committee will consider the request and, if admissible, puts the item on the forthcoming agenda.

Article 14

Election of the Executive Committee

The Executive Committee consists of:

the President,

the President-elect,

the Former President,

the Treasurer,

the Administrative Secretary

six additional Committee members.

The President-elect and the six additional Committee members are elected by the General Assembly. The Committee’s term of office is a maximum of three years. It begins 90 days after the election to allow the past Committee to close the balance of the preceding Symposium.

The President-elect is elected as President for the term after next; re-election is not possible. The Former President is the President of the previous term. Both are part of the current Committee. If there is no President-elect at the time of the election of the Committee or if the President-elect declines the presidency, the General Assembly also elects the President. The same applies to the position of the Former President.

The six additional Committee members can be re-elected once.

The Treasurer and the Administrative Secretary are co-opted by resolution of the rest of the Committee. They take part in Committee meetings and carry out resolutions, but do not have the right to vote.

The composition of the Committee should reflect the breadth of the scientific issue of the Society. 

If a position of the Committee is not filled, the remaining members may co-opt a member to serve until the next General Assembly. Failure to fill such vacancies will not invalidate the actions or the powers of the Committee.

Article 15

Tasks of the Executive Committee

The Executive Committee will perform the following functions:

Managing the affairs of the Society

Advice on the implementation and supervision of congresses and meetings

Admission and exclusion of members

Coordination and promotion of information exchange between members

Enabling the establishment of regional branches

Proposing the amount of the annual contribution to the General Assembly

Proposal of amendments to the Constitution

Implementation of resolutions of the General Assembly

Appointment of the Treasurer

Removal of the Treasurer

Appointment of the Administrative Secretary

Removal of the Administrative Secretary.

Article 16

Proceedings of the Executive Committee

The Executive Committee meets at its own discretion.

Committee meetings can be held without the members being present at the meeting location (virtual or hybrid).

The President will call the Committee meetings and preside at them. In his absence, the task falls to the Former President, and in his absence to the oldest Committee member.

Resolutions are made with a simple majority of the Committee members present. In the event of a tie, the President's vote decides. Committee members can transfer their voting rights to another Committee member by written declaration. In addition, absent Committee members can inform the President about their own opinion on resolution items.

The Committee has a quorum if at least five Committee members take part in the resolution, or their voting rights are represented at the meeting.

The Committee can assign individual Committee members areas of responsibility that they manage autonomously (departmental principle). Without an explicit division of responsibilities, Committee members are responsible for the duties that are usually associated with their official title.

Decisions of the Executive Committee must be signed by the president. If the president is unable to do so, the responsibility falls to the Former President, or in their absence, to the most senior member of the Executive Committee.

The Committee shall record its significant decisions and discussions in a minute book available to scrutiny by members.

The Committee can issue its own rules of procedure.

Article 17

The President

The President and the President-elect are the legal representatives of the Society within the meaning of Section 26 of the German Civil Code (BGB) and are each individually authorized to represent the Society. Internally, the designated President-elect is only authorized to represent the Society if the President is unavailable.

The President organizes the International Meeting of the Society.

Article 18

Employees, support staff and special representatives

The Society may hire employees if the Executive Committee considers this to be necessary to fulfill the objectives of the Society. The Committee decides on hiring and dismissal.

The Committee can delegate individual tasks to people or non-member third party organizations necessary for efficiently execute the Society’s activities.

The Committee can appoint a special representative within the meaning of Section 30 of the German Civil Code (BGB) who is authorized to make registrations in the Register of Associations.

Article 19

Dissolution of the Society

Resolutions on the dissolution of the Society or on the discontinuation of its tax-privileged purposes require a majority of two thirds of all members present in a General Assembly called specifically for this purpose.

The liquidation is carried out by the Executive Committee unless the General Assembly appoints other liquidators.

In the case of dissolution of the Society or of abolition of associated tax privileges, its property shall accrue to a legal entity under public law or another tax-privileged corporation for the purpose of promoting science and research as well as promoting public health care.

Article 20

Authorization

The Executive Committee is authorized to amend this Constitution at its own discretion if the registry court requests this for reasons relating to association law or if the amendment is necessary for the recognition of the tax-privileged status by the tax office. This may not change the meaning of the statute.