1. Name and Registration

1.1 The name of the society shall be Confederation of European Otorhinolaryngology-Head and Neck Surgery, (abbreviation CEORL-HNS) hereafter referred to as the Confederation.

1.2 It will be a non-profit making, non-political, scientific and educational organization.

1.3 It will endeavour to be active in all European countries.

1.4 The registered office of the Confederation will be located in Vienna, Austria.

1.5 The working language of the Confederation will be English.

2. Structure/Acquisition of Membership

The Confederation consists of the European Federation of Societies for Oto-Rhino-Laryngology and Head and Neck Surgery (EUFOS) and the European Academy of Otorhinolaryngology, Head and Neck Surgery (EAORL-HNS) as Full Members. The two full members are the Confederation’s founders and acquire their memberships by its establishment. It is not intended to admit further full members.

3. Aims and Objectives

3.1 The Confederation will be devoted to the advancement of Science and

Research, Education and lifelong learning in Otorhinolaryngology-Head and Neck Surgery (ORL-HNS) and allied disciplines.

3.2 The Confederation will promote, coordinate and unify the advancement of ORL-HNS in Europe. It will collaborate with all European national ORL-HNS and allied societies and will maintain and improve the welfare of ORL-HNS Specialists.

3.3 The Confederation will organize and coordinate high-quality training and exchange programmes according to the Charters of the European Union of Medical Specialists (UEMS).

3.4 The Confederation will prepare and harmonize information on various training courses, educational programmes, guidelines and other activities from organizations devoted to any of the fields covered by the full members or their members.

3.5 The Confederation will represent ORL-HNS general and healthcare policy interests in other European organizations dedicated to prevention and control of ORL-HNS related diseases and disorders, and also the training of ORL-HNS specialists.

3.6 The Confederation will coordinate and support research and scholarship applications and other fundraising activities for research and continuing medical education relating to ORL-HNS.

3.7 The Confederation will organize scientific events and support scientific events of other organizations by promoting and supporting, in particular, conferences/congresses and courses which are affordable to trainees, specialists and Fellows.

3.8 The Confederation will collaborate with the UEMS ORL Section and Board and the aforementioned organizations to

3.8.1 assist in the distribution and use by trainees of the UEMS-ORL log book,

3.8.2 encourage the principle of regular visitation of ORL-HNS Training Departments,

3.8.3 develop programs for sub-specialty training in ORL-HNS,

3.8.4 develop an European board certification of ORL-HNS,

3.8.5 recommend, encourage and facilitate continuing medical education (CME) and continuing professional development (CPD). 3.9 The Confederation will support its Full Members in achieving their Aims and Objectives.

3.9 The Confederation will support its Full Members in achieving their Aims and Objectives.

4. Bodies of the Confederation

4.1 Presidential Council comprised of

4.1.1 Presidents of EUFOS and EAORL-HNS

4.1.2 General Secretaries of EUFOS and EAORL-HNS

4.1.3 Treasurers of EUFOS and EAORL-HNS

4.1.4 One representative delegated by UEMS ORL Section and Board

4.1.5 Congress Presidents of the current two biennial conferences/congresses organized by the Full Members of the Confederation, EUFOS and EAORL-HNS.

4.2 The Presidential Council relates to the General Assembly.

5. Presidential Council (PC)

5.1 Tenure of office of PC

5.1.1 The Presidents, General Secretaries and Treasurers of the Full Members are members of the PC by virtue of their respective position in EUFOS and EAORL-HNS. Their tenure in the PC begins and ends with their tenure of their respective position in EUFOS and EAORL-HNS.

5.1.2 Presidents of the two upcoming biennial conferences/congresses organized by the Full Members of the Confederation for the four years preceding the relevant conference/congress.

5.1.3 The UEMS representative’s tenure is four years or until the end of his/her tenure of his/her position in the UEMS ORL Section and Board, and can be renewed once for another four years.

5.2 Election of officers within the PC and their functions

5.2.1 The first Chairman will be elected by the GA from one or the other of the Presidents of the Full Members to serve for two years. The Chairman of the PC represents the Confederation externally.

5.2.2 The General Secretary of the other Full Member serves as General Secretary of the Confederation for the Chairman’s term in office and will be responsible for the day-to-day management of the Confederation.

5.2.3 These two posts will rotate between the Full Members every two years. 

5.2.4 The Members of the PC will also elect one of the Treasurers of the Full Members to serve the Confederation for four years to manage the financial affairs.

5.2.5 In case of absence of any of the Officers, the respective counterpart from the other Full Member will temporarily take over the task.

5.3 Functions of the PC

5.3.1 It will meet at least once per year at a location and date to be decided by the PC in the preceding meeting.

5.3.2  The PC will be the governing body of the Confederation.

5.3.3 The PC will manage the business of the Confederation.

5.3.4 The PC will be responsible for reporting to the General Assembly of the Confederation on the activities and financial management of the Confederation.

5.3.5 The PC will prepare the audited revenue and expense statement of the Confederation for the previous business year within the first five months of the next business year (See Section 7.)

5.3.6 The PC will prepare the General Assemblies of the Confederation.

5.3.7 The PC will be entitled to nominate an administrative secretary or other appropriate personnel for the day-to-day business of the Confederation and to entrust him or her with setting up and managing the office.

5.3.8 The General Secretary of the PC will be responsible for preparing agendas for the PC and GA meetings and convening the (voting) members at least two months prior to the meetings. The agenda and convening are to be published on the Confederation’s homepage and sent to respective (voting) members electronically. All members of the PC can request additional items for the agenda of PC meetings up until two weeks before the respective agenda needs to be published.

5.3.9 The PC will be responsible for setting up and maintaining an open webpage for the Confederation. The Full Members will be responsible for their respective components to facilitate a single webpage for all European ORL-HNS activities.

5.3.10 The PC will be entitled to nominate a PCO (Professional Congress Organizer) to manage the Confederation meetings.

5.3.11  Decisions within the PC are reached by simple majority vote with at least 50% of its members present. In case of tie votes the Chairman has a decisive vote.

5.3.12 For urgent decisions that cannot be delayed or in cases of force majeur that make an in-person-meeting impossible, circular resolutions by mail or email are admissible upon request of a PC-member if at least 80% of the PC-members agree. The decision to be taken itself is reached by simple majority vote.

6. General Assembly of the Confederation

The General Assembly (GA) is common for all Full Members of the Confederation.

6.1 Members of the General Assembly
These are the Full Members. The General Assembly is however open to all members of the two general assemblies of both Full Members, to all voting members as in 6.3.1 and 6.3.2 and up to three delegated representatives of the UEMS ORL Section and Board.

6.2 Officers of the General Assembly
The Chairman and General Secretary of the PC act as Chairman and General Secretary of the GA. In the absence of the Chairman and/or General Secretary, the PC appoints deputies.

6.3 Voting members of the GA of the Confederation

6.3.1 EUFOS can delegate up to 15 of the National society representatives according to its member Country groups

6.3.2 EAORL-HNS can delegate up to 15 of the Voting members of its member Subspecialty organizations

6.3.3 The delegates according to 6.3.1 and 6.3.2 have one vote each that must be exercised personally (no proxies allowed).

6.3.4 The three delegated UEMS ORL Section and Board representatives have one vote each.

6.4 The General Assembly of the Confederation is the meeting of members and has the rights and duties attributed to the meeting of members by the law and the following:

6.4.1 Must meet biennially, if feasible at the same time and location as the Congress of the Confederation of that same year.

6.4.2 Agenda to be published two months before meetings

6.4.3 Approve the policy of the Confederation

6.4.4 Receive the report from the Chairman of the PC

6.4.5 Receive the report of the Treasurer of the PC

6.4.6 Receive and approve the report of the Auditors

6.4.7 Receive and approve the annual budget

6.4.8 Endorse and vote on location and organizing committee of the biennial conferences/congresses of the Confederation: at least four years in advance.

6.4.9 Motions to be carried by simple majority vote of the voting members

6.4.10 The GA will have a quorum if more than 50% of all voting members are present.  If the GA has no quorum at the time the meeting is scheduled to start, it will start with a 30 minute delay.  It will then have a quorum, irrespective of the number of members and will transact business according to the original agenda.

6.4.11 Additional agenda items for the GA may be proposed by a two third majority vote at a GA at which at least 50% of the voting members are represented.

6.4.12 Minutes of meetings to be confirmed by three elected reviewers and then published within 8 weeks by the General Secretary. They will be approved at the next meeting of the GA of the Confederation.

6.4.13 In cases of force majeur that make a regular General Assembly meeting impossible or impractical, circular resolutions by mail or email are admissible based on a decision of the PC.

7. Finances

7.1. Funding
The Confederation will be funded by

7.1.1 Membership fees,

7.1.2 contributions of Corporate members and donations,

7.1.3 profits from scientific events.

7.2 The Confederation will cover the financial responsibility of the   conferences/congresses which are organized by the Confederation.

7.3 The Confederation conferences/congresses should be organized under the auspices of the relevant national ORL-HNS societies.

7.4 After allowing for ongoing costs, the residue of any income of the Confederation will be used to support the aims and objectives of the Confederation.

8. Auditors

8.1 The GA of the Confederation will elect two Auditors for a term of two years. Re-election will be permissible. The Auditors cannot hold any offices/positions within the Confederation except for being members of the General Assembly.

8.2 The Auditors will audit all current financial transactions and the financial management of the Confederation. They will report on their truth and fairness and the use of financial means as implied by this Constitution.

8.3 The PC will make available to the Auditors all required documents and information.

8.4 The auditors will report the results of their audits to the GA of the Confederation.

8.5 Legal transactions between the Auditors and the Confederation will require the approval of the GA.

8.6 In addition to the two Auditors elected by the GA, the accounts of the Confederation shall be checked and approved annually by an external professional Accountant appointed by the Presidential Council.

9. Internal Court of Arbitration

9.1 Any dispute arising within the Confederation will be settled by the Internal Court of Arbitration which is not a court of arbitration in terms of paragraphs 577 et seq. of the Austrian Code of Civil Procedure (ZPO).

9.2 The Internal Court of Arbitration will consist of three arbiters who are eligible to take part in the GA of the Confederation. It will be set up as follows: One party to the dispute will nominate one arbiter and so inform the PC in writing. Within seven days the PC will then request the other party to the dispute to nominate another arbiter within four weeks. Within another 7 days the PC will inform the so nominated arbiters to elect a third arbiter to chair the Internal Court of Arbitration. In case of a tie, the person to be selected is determined by lot. The members of the Internal Court of Arbitration will not be members of any of the Confederations bodies – except for the GA –, the activities of which have caused the dispute.

9.3 The Internal Court of Arbitration will hear both parties and will decide by a simple majority of its members, who must all be present. It will decide to the best of its knowledge. Such decision will be final as regards the internal affairs of the Confederation.

10. Dissolution/Withdrawl

10.1 Each Full Member has the right to terminate the Confederation subject to a year’s notice period by means of a registered letter addressed to the other member’s and the Confederation’s registered offices. The Confederation will then be liquidated.

10.2 The GA of the Confederation will appoint a liquidator and decide on how to attribute the net assets remaining after all liabilities have been covered. In case of a dissolution, the assets of the Confederation will, if possible and permissible, be transferred to a non-profit organization devoted to non-profit oriented objectives in accordance with paragraphs 34 et seq of the Austrian Federal Fiscal Code. Such an organization should preferably promote research and science in any of the fields stated in Aims and Objectives (paragraph 3). The same will also apply if the preferential non-profit purpose of the Confederation ceased to exist.

11. Special Memberships

11.1 Honorary membership
Honorary membership may be conferred on persons, who have rendered special services to the Confederation. The PC can nominate persons for an Honorary membership. The GA decides whether the nominee shall become an Honorary member. An Honorary member has the right to attend General Assemblies but has no voting right.

11.2 Corporate Partnership
Companies active in the field of ORL-HNS can apply for Corporate Partnership to the Presidential Council (PC). Conditions, level and duration of Corporate Partnership is discussed on an individual basis. Congress Services pertaining to the Corporate Partnership shall be coordinated with, and handled under the conditions of the respective Confederation congress.