BYLAWS

First EACTA bylaws instituted at the General Assembly in 1986.
Changed at the Representative Council Meetings in 1987, 1991, 2001, 2007, 2012, 2013, 2015 and 2016.

1. Name
The name of the Association is the:
European Association of Cardiothoracic Anaesthesiology
The abbreviation of the Association is EACTA

2. Domain and Language
The primary domain of the Association is the continent of Europe, where headquarters of EACTA are located.
The official language of the Association is English.

3. Aims
The Association is organised for educational, scientific and charitable purposes.

The aims of the Association are:
  • To be a leader in Europe for international scientific research and education in the fields of cardiac, thoracic and vascular anaesthesia and intensive care and related topics
  • To encourage specialisation in cardiac, thoracic and vascular anaesthesia and critical care
  • To promote continuing medical education and training, and academic and clinical development in these fields
  • To promote research in these fields and to facilitate the publication and presentation of the results
  • To prepare recommendations and guidelines for good clinical practice in these fields
To co-operate with universities, other societies, government agencies, bodies of the European Union, and similar organisations in matters affecting the purposes of the Association

4. Activities
The key activities of the Association are:

  • To hold an Annual Scientific Congress in Europe
  • To hold an annual echocardiography meeting (EACTA Echo) in Europe
  • The Board of Directors has the authority to decide that a meeting should not be held if it is determined not to be in the best interest of EACTA
  • To co-organise, support or endorse educational meetings, symposia and courses in and outside Europe
  • To publish the abstracts of papers presented at the scientific meetings or to edit any educational materials in relation to these activities
  • To promote surveys and guidelines
  • To offer fellowships for educational visits to centres in other countries
  • To offer scholarships to assist in funding scientific investigation

To offer prizes to encourage a high standard of scientific presentation

5. Membership

5.1. EACTA Members

The following can be admitted as members of the Association:
  • Full members: All anaesthesiologists from any country working and/or conducting research in the fields of cardiac, thoracic and vascular anaesthesia and critical care, including those in training, may become full EACTA members. In addition, doctors in other medical specialities, nurses and perfusionists interested in the fields of cardiac, thoracic and vascular anaesthesia and intensive care can apply for full membership. New members are requested to fill the membership application form that is available on the EACTA webpage.
  • Honorary Members: The Representative Council can appoint Honorary Members, on the recommendation of the Board of Directors, as an appreciation of exceptional achievements within the field of cardiac, thoracic and vascular anaesthesia and critical care.

5.2. Membership Fee

The Association has the right to collect a membership fee.
The membership fees are decided by the Representative Council on the recommendation of the Board of Directors.
Reduced fees (including no fee) may be decided by the Representative Council on the recommendation of the Board for different categories of membership.
The membership fee should be sufficient to cover the running costs of EACTA.


5.3.
Resignation and Expulsion from Membership

A member who wishes to resign is required to declare this in writing to the President of the Association.

A member who has not paid his/her membership dues in accordance to standing orders of the Association or who has lost his/her licence to practise medicine is automatically expelled from the Association.

6. The Representative Council
The Representative Council (RC) is the governing body of EACTA.

6.1. RC members

Each country with at least five full EACTA members is entitled to be represented in the RC, including those countries having an officer serving EACTA.
Countries with less than five full EACTA members may have a Representative for special reasons without voting rights at the discretion of the RC.

The number of RC members per country is in proportion to the number of EACTA members in a country, as follows:

- 1 member for any country with 5 or more EACTA members
- 2 members for any country with 51 or more EACTA members
- 3 members for any country with 101 or more EACTA members.

The number of full EACTA members of each country will be identified at the deadline given by the Secretary General for payment of membership dues (usually 31.3). Countries with more than one representative should nominate one of the elected representatives as the EACTA speaker for that country.

The elected representative / the EACTA speaker is responsible for the organisation of election in the country s/he represents according to the bylaws, and reports at the annual meeting relevant issues regarding EACTA at the national level (membership, contribution to subcommittees).

Those eligible as a National Representative must be fully trained specialist anaesthesiologists (according to national rules), full members of EACTA, and working in the fields of cardiac, thoracic and vascular anaesthesia and intensive care.

The National Representative(s) of each country shall be elected by full EACTA members of that country for a period of three (3) years. The period of the representative’s mandate starts at January 1st of the following year. The National Representative can be re-elected for another three-year period.

A RC member, who is unable to attend a RC meeting, should nominate an eligible deputy who is a full member of EACTA, working regularly in the fields of cardiac, thoracic and vascular anaesthesia and critical care, from their country.

A Representative who fails to attend during two consecutive RC meetings is deemed to have resigned from the Representative Council and a new member shall be elected.

RC members benefit from special arrangements for the annual meeting (in reference to Cost Management Policy document), and are eligible for election to the Board of Directors.

All Board of Director members are ex-officio members of the RC.


6.2.
RC meeting

The Representative Council will have one meeting every year that will usually be coincident with the Annual Scientific Congress.
The President of EACTA chairs the RC meetings.


6.3.
Agenda for the RC meeting

The Agenda should comprise the following matters:

  1. Approval of the Agenda. At this point proposals of the National Representatives, not included in the agenda, may be approved for discussion under item “Any other business” if two thirds of the Representatives present support this
  2. A report by the Board on matters and activities since the last RC meeting and on plans for the future
  3. A report of Secretaries, Committees and expert working parties on matters and activities in their field, especially membership affairs and scientific affairs
  4. A report by the Board on plans for future activities
  5. Submission of the annual audited accounts for the last financial year for approval
  6. Submission of a budget for the next financial year for approval
  7. Decision of the membership fee based on the recommendation of the Board
  8. Election or re-election of members of the Board
  9. Proposals for future Meeting sites and a responsible organiser for each
  10. Proposals, if any, from the Board, National Representatives or members
  11. Any other business

Proposals for the agenda of the meeting should be sent to the President or Honorary Secretary at least thirty (30) days before the meeting of the RC.

The Agenda should be sent to the National Representatives at least fourteen (14) days before the meeting. However, other proposals can also be discussed at the meeting if two thirds of the National Representatives present support this
A summary of the RC meeting should be available to the members of EACTA in a suitable way.

 

6.3.1. Voting and Majority

A quorum shall consist of 40 % of National Representatives or their deputies.
Each member of the RC has one vote. No member has the right to vote by proxy unless the official representative has nominated his/her deputy before the meeting, and communicated his/her name to the EACTA membership secretary at least 2 weeks before the meeting. At the RC meeting all decisions shall be passed by a simple majority of votes unless otherwise provided in these articles. In case of a tied vote, the vote of the President of the meeting decides. If there is more than one candidate for a vacant office or post, a poll must be taken.

 

7. The Board of Directors

All members of the Board of Directors (BoD) are elected by the RC.
The aim is that the BoD members should be representative of the various nationalities within the RC

 

7.1. BoD members (Officers)

The RC elects four (4) officers of the BoD for a period of two years.
Eligible are present or past members of the RC or EACTA committees (§8).
The RC elects also the President-Elect for a period of two years. He/she then automatically becomes President for the subsequent two years. Eligible are present or past members of the RC or permanent committees.
        The BoD members cover the following offices:
  • The Secretary General
  • Subspecialty Committee Coordinator
  • Chair of the Annual Congress
  • Education Chair
The BoD decides among themselves the covering of the 4 offices above. The office of President-Elect can take on a special task upon request from the BoD. The immediate Past President is an automatic member of the Board.
The BoD can co-opt to the Board up to four members from time to time, without voting rights, such as the Organiser of the past, present or next Annual Meeting.
The term of office of the elected members of the BoD is two years. Normally no elected member of the Board shall serve more than 6 consecutive years, except the President-Elect who may normally serve 1-2 additional periods. If necessary, the RC may extend this period beyond 6 years with at least a three quarters majority of votes.
Any officer can be removed from office if that is in the best interest of the Association. This resolution can be adopted at any meeting of the BoD with at least three quarters majority and ratified in the next RC meeting with at least a two thirds majority of votes in that meeting.

7.2. Duties of the Board of Directors

The Board of Directors
  • is responsible for the management of the Association and represents it.
  • is responsible for overall planning and promotion of the educational, scientific, social and charitable  functions of the Association.
  • may appoint ad hoc committees as necessary to promote these activities.
  • shall propose to the RC ratification of new membership, full, associate and other types of membership.
  • shall propose new honorary members to the Representative Council.
  • decides on exemption of membership dues.
  • decides on expulsion of members.
  • reports to the RC the on matters and activities since the last RC meeting and on plans for the future.
  • guards the financial security of the Association and is responsible for proper management and auditing of accounts.
  • submits the annual audited accounts for the last financial year to the RC for approval.
  • prepares and submits a budget for the next financial year to the RC for approval.
  • proposes the membership fees to the RC.
  • ensures that the web site of EACTA is properly maintained.

 

7.3. Duties of the Officers

The following duties are included in different offices. Some offices, especially that of the Treasurer, may be combined with another office as the BoD deems appropriate.

 

7.3.1. President

  • to be responsible for the future strategy as well as the short- and long-term planning of EACTA.
  • to monitor and supervise the overall management of the association and to be the official point of contact for the Association Management Company (AMC).
  • to sign with the Secretary General appropriate documents/contracts for EACTA.
  • to act and negotiate as the official representative of EACTA.
  • to chair, lead and coordinate the Board of Directors and set the agendas for the Board of Directors meetings.
  • to ensure that the agenda and minutes of all "business meetings" as stated above are sent out in good time.
  • to ensure that all resolutions passed by the Board of Directors, Representative Council, Subspecialty meetings and Members' Assembly are recorded and to document the short- and long term plans of the EACTA in the minutes of those meetings.
  • to chair and set the agenda for the meeting with the Subspecialty Committees, the meeting with the Representative Council and the Members' Assembly
  • In case of early retirement or physical incapacity of the President, the President Elect takes office as President immediately until the end of his/her own mandate.

 

7.3.2. President-Elect

  • to become familiar with all the policies and directions of EACTA.
  • to assume the duties of the President, if the President is unable to serve.
  • to help in periods of transition between officers of the BoD and to assist the President in officially representing EACTA.
  • upon request from the BoD, the President Elect can tak on special tasks.
  • to interact with the Representative Council members.
  • to supervise the Task Forces.

 

7.3.3. Shared responsibilities of the President and President Elect

  • interaction with the EACTA Representative Council.
  • political relations with other associations.
  • any other responsibilities that may arise in relation to the implementation of strategies

 

7.3.4. The Secretary General

The Secretary General will combine the functions of treasurer and secretary.
a. In his/her function as Treasurer his/her main functions is to supervise the Executive Office concerning finances, in particular

  • To strategically monitor EACTA’s finances
  • To make proposals to the BoD to keep EACTA finances
  • To sign invoices and payments and to approve balances as set up by an external tax advisor.
  • To sign with the President relevant documents/contracts for EACTA.
  • To report to the Board of Directors, the Representative Council and Members’ Assembly on the financial state of EACTA, through a written account of income and expenditure for the preceding fiscal year (the fiscal year being 1.1 – 31.12.).
  • To submit these accounts and to discuss the general financial status with an external tax advisor.

in good orderIn collaboration with the Executive Office:

  • to present a budget update 3 times a year to the Board of Directors
  • to make an annual financial report per 31.12. of each year in collaboration with an external tax advisor
  • to monitor and approve the budgets of the Annual Congress and the ECHO Course
  • to advise the BoD with respect to financial impact and feasibility of EACTA activities/projects
  • to annually propose a budget for the forthcoming year to the Board of Directors
  • to carry out the financial dispositions as decided by the Board of Directors
  • to assure that accurate records are kept as stipulated in § 34 Federal Fiscal Code of Austria (=seat of management of EACTA)

b. In his/her function as Secretary his/her main function is to supervise the Executive Office, in particular:

  • to ensure correct filing of the members of the Board of Directors (nominations, resignation, etc.) with the CRO in Dublin
  • to be the liaison to the Representative Council members, fostering a two-way relationship and explaining to them the strategy of EACTA.
  • to ensure that the correspondence of EACTA is appropriately dealt with and filed.
  • to ensure that proper invitations to meetings are sent to the Board of Directors, Representative Council, the Subspecialty Committees and Members’ Assembly.
  • to ensure the storage of an appropriate membership list.
  • to ensure that the national representatives are notified when an election of a national representative is due and provide support for that election, if needed.
  • to ensure the circulation of the candidacy papers in good time.
  • to ensure that the EACTA website and social media channels are regularly updated
  • to ensure that regular (minimum bi-monthly) newsletters are sent to EACTA members and stakeholders

7.3.5. The Subspecialty Committee Coordinator

  • chairs the Scientific Committee.
  • chairs the meeting of the Subspecialty Committees with the BoD.
  • to collaborate with the Subspecialty Committee Chairs on a regular basis.
  • to collect from the respective Chairmen, the Subspecialty Committee Matrix annually at the end of the current year for the next calendar year. These matrixes are structured activity reports indicating to what extent present goals have been reached and what goals are envisaged for the upcoming year.
  • to coordinate the scientific activities developed by the Subspecialty Committees and actively make recommendations to the BoD.
  • to receive proposals for new Subspecialty Committees and advice the BoD on the completion or termination of activity of Subspecialty Committees.
  • to cooperate for those activities closely with the key account manager from the EACTA executive office.
  • to report her/his activities to the Representative Council.
  • to coordinate and assign tasks to Subcommittees, such as:
    • Grant Evaluation
    • Endorsements/Auspices
    • Guidelines
    • Other tasks that need the input of the Subspecialty Committees, as decided by the BoD.

7.3.6. Chair of the Annual Congress

  • to chair the Program Committee, ensuring the input from the Subspecialty Committees to the Annual Congress and being responsible for timely composition of the program and assigning the lecturers and chairs.
  • to chair the Abstract Reviewing Committee, ensuring the input from the Subspecialty Committees to the Annual Congress.
  • to safeguard the scientific and educational standard of the Annual Congress on behalf of the BoD and to make proposals to the BoD for further improvement of the quality of the Annual Congress.
  • to cooperate closely with the Local Organizing Committee (LOC) Chair of the respective Annual Congress.
  • to report his/her activities to the Representative Council.
  • in cooperation with the EACTA Executive Office:
    • to ensure that each EACTA Annual Congress gets EACCME accredited.
    • to ensure that the transparency/conflict of interest policy by the BoD is compiled with.
    • to evaluate the quality of chairs and speakers of the Annual Congress
    • to ensure that the programme and congress organization is compatible with the approved budget.
    • to ensure that the EACTA Annual Congress organization is in line with EACTA Congress Guidelines.

 

 

7.3.7. Education Chair

  • to chair the Educational Committee and coordinate the educational activities developed or designed by the Subspecialty Committees.
  • to assign educational tasks to the Subspecialty Committees.
  • to propose to the BoD a strategy for all educational activities.
  • to maintain a comprehensive e-learning programme including devising  new forms of e-learning for the EACTA e-Academy within the pre-defined budgetary limitations.
  • to evaluate and endorse applications for fellowship programmes.
  • to evaluate clinical fellowship grant applications.
  • to maintain the curriculum for cardiothoracic and vascular anaesthesia and critical care.
  • to develop a programme for the Trainee Course.
  • to report its activities to the Representative Council.

7.4. Meetings of the Directory Board

The Directory Board shall normally meet 3 to 4 times every year. The President of the Association may call other Board meetings if necessary.
A written notice and agenda of the meeting shall be sent to all members of the Board at least 14 days before the proposed date of the meeting.
The Board forms a quorum when at least four voting members of the Board, including the President or President-Elect are present.
Each member of the Board has one vote. No member has the right to vote by proxy.
At the BoD meeting all decisions shall be passed by a simple majority of votes unless otherwise provided in these articles. In case of a tied vote, the vote of the President decides.

 

8. Committees

8.1. Permanent committees

The Association has three permanent committees (EACTA Office Committees directly connected to the BoD), namely Scientific Abstract Committee, Programme Committee, and Educational Committee. These committees are chaired by a member of the BoD and are aimed at reporting recommendations to the BoD for a final decision (BoD motions). The subspecialty committees described below delegate one committee board member to each of these three permanent EACTA committees.

Scientific Committee
Programme Committee
Educational Committee

 

8.1.1. Scientific Committee

Mission: Assessment of scientific abstracts submitted to the Annual Meeting and evaluation of grant applications. To provide evaluation to the BoD of scientific studies when investigators apply to EACTA for its endorsement.
Chair: Subspecialty Coordinator.

8.1.2. Programme Committee

Mission: Development of the scientific programme of the Annual Meeting based on proposals from the local organising committee, subspecialty committees and EACTA officers, and in combination with the scientific abstracts selected by the Scientific Committee.
Chair: Chair of the Annual Congress and chairperson of the local organizing committee.

8.1.3. Educational Committee
Mission: Develop and facilitate programmes for continuous medical education (CME) including e-learning. Evaluation of applications  to EACTA for accreditation of fellowship programmes, endorsements of educational programmes and meetings to provide recommendations to the Board of Directors (BoD).
Chair: Education Chair

8.2. Subspecialty Committees

The Association has subspecialty committees that represent the main domains of interest for EACTA members (previously called subcommittees). There are currently 9 committees as listed below, but definition and numbers can evolve with changes in domain of interest of EACTA members.
The committees contribute to the scientific programme of the Annual Meetings, and may propose educational and research programmes, guidelines, recommendations, surveys or collaborations. Membership in these committees is open to all EACTA members. The terms of reference defining purposes and activities of the committee are edited by its members and approved by the RC on recommendation of the BoD.
Each committee is chaired by an EACTA member. The chairperson is supported by 3 subspecialty committee board members who are elected by the committee members. Only subspecialty committee members who are EACTA members have active and passive voting rights. The subcommittee board will delegate one member to each of the three permanent EACTA committees, i.e., to the Scientific Committee, the Programme Committee, and the Educational Committee.
Chairpersons and committee board members will have a three-year term of office. The office is renewable for one additional, consecutive term of three-years. Chairpersons will be proposed by the members of the committee on the basis of the candidates’ well-known involvement in the field of the committee, and appointed by the BoD. The chairperson is responsible for communication with the BoD. Suggestions, questions or any requests from the committees will be addressed at each BoD meeting. Chairpersons provide the BoD and RC with an annual written report of the committee's activities over the previous year which is to be submitted one month before the BoD Meeting held at the time of the Annual Meeting. Chairpersons participate in the RC meeting as members without active voting rights.
  1. EACTA ECHO committee
  2. EACTA Intensive Care Unit (ICU) committee
  3. EACTA Paediatric & Congenital committee
  4. EACTA Cardiopulmonary bypass (CPB) committee
  5. EACTA Vascular committee
  6. EACTA Thoracic committee
  7. EACTA Haemostasis & transfusion committee
  8. EACTA Transplant & VAD committee
  9. EACTA Social Networking committee

 

9. General Assembly
Each year at the EACTA Annual Congress there is a General Assembly open to all members of the EACTA.
At this meeting the President and the Treasurer will make an annual report and outline plans for the future.
There will be an opportunity for any member to ask a question or raise a matter for discussion.

10. Annual Scientific and Educational Meetings
The scientific and educational parts of EACTA meetings are arranged by a local Organising Committee chaired by an EACTA member who is responsible for submission of the candidature of the city. The meeting organization is under the supervision of the PCO mandated by the BoD. The responsible Organiser is elected by the RC on recommendation of the Board. The Organiser may recruit other members of the local Organising Committee.
The detailed arrangements of the meeting should be discussed and agreed by the Organising Committee, the Congress Committee and the BoD.
The budget of the meeting should be approved by the BoD no later than one year before the meeting.
The financial liability of the meeting shall be shared proportionally between the mandated PCO and EACTA, according to the contract between both, and the Cost Management Policy document.
The accounts of a meeting shall represent a true and accurate statement of the assets and liabilities of a meeting and shall be audited appropriately.

11. Economic Affairs

11.1. Financial Resources

The Association can receive dues, maintain a fund or funds, take and hold by bequest, device, gift, purchase, or lease, either absolutely or in trust, any property, real or personal, without limitation as to amount of value; to sell, convey, and dispose of any such property and to invest and reinvest the principal thereof, and to deal with and expend the income and principal of the Association. The net income and assets of the Association shall be used to finance any objects, aims and purposes of the Association, defined in §3, including the Annual Congress.
No part of the net earnings of the Association shall inure to the benefit of, or be distributable to its members, Directors, officers or other private persons except that the Association shall be authorised and empowered to pay reasonable compensation for services rendered or expenses otherwise incurred.
The Association shall consolidate its equity to a reasonable level in order to be able to cover any future losses.The Board shall establish a bank account with a well-reputed bank to hold cash assets of the Association. Any investments in Securities can only take place with the approval of the BoD.

11.2. Fiscal Period

The fiscal year of the Association is a calendar year.

11.3. Budget

The Board shall make a budget for each Annual Congress for the following year and present it to the RC for approval.

11.4. Annual Accounts

The annual accounts shall present truly and fairly the assets, liabilities and the economic state of the Association and the result of its activities.

11.5. Auditor

A chartered public accountant shall audit the annual accounts.

12. Authority
The Association shall be legally bound by the signatures of the President or President-Elect, both jointly with a member of the Board.

13. Amendment of By-laws
Amendment of by-laws requires a majority of at least three quarters of the votes in the RC meeting.
All proposals for amendment of by-laws shall be reviewed by the BoD and presented to the RC members in writing not less than 30 days before the RC meeting.

14. Dissolution of the Association
The Association can be dissolved, if no less than three quarters of members of the RC vote for it in two regular annual RC meetings, where at least three quarters of the RC members are present.
Upon dissolution, the assets of the Association shall provide for discharge of all liabilities of the Association.
Any remaining assets shall be transferred to an organisation (or organisations), selected by the majority of voting members of the Association, that to the greatest possible extent, promotes the purposes and aims of the Association, as described in § 3 of these by-laws.
Accepted by Representative Council June 2013