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Constitution

1. Name, legal base

1.1 The World Federation of Associations of Pediatric Surgeons (hereinafter called "The Federation"), founded 15th October 1974 in Sao Paulo (Brazil), shall be representative of pediatric surgical associations and societies and of any other organizations whose aims are those as expressed in article 3, but not of individual persons.

2a. Seat of the Federation

2a.1 The legal headquarters are in Philadelphia, Pennsylvania, USA.
2a.2 The Federation has a Permanent Bureau at the office of the current Secretary/Treasurer.

2b. Purpose

  Said corporation is organized exclusively for charitable, religious, educational and scientific purposes,including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

3. Objectives of the Federation

  The objectives of the Federation shall be the improvement and maintenance of the standards of pediatric surgery throughout the world for the common good by any non-profit making means and in particular, but without prejudice to the generality of the foregoing words, by all or any of the following means:
3.1 The promotion and integration of pediatric surgery throughout the world.
3.2 The maintenance of a centre for cooperation and interchange of information among pediatric surgical associations, societies and organizations approved by the Federation.
3.3 The encouragement of the development and maintenance of high standards of care, education.
3.4 The encouragement of clinical and scientific congresses of pediatric surgical associations, societies and organizations approved by the Federation.

4. Membership

4.1 Admission.
The Council (hereinafter mentioned) shall have the power to accept or invite applications from such national or international pediatric surgical associations, societies and organizations as mentioned in paragraph 1.1 as may be thought appropriate for membership. A pediatric surgical national or international association may apply for corresponding membership in WOFAPS. Such cases will be considered only if currency restrictions absolutely prevent payment of dues. Such members must be approved by two thirds of the Council at the next Council meeting. Such corresponding members shall be without vote at the Council meeting.

On the receipt of an application, a ballot of the Council shall be held and admission shall be secured only by a favourable vote of two thirds or more of the Council.The Executive Committee (hereinafter mentioned) shall determine whether a postal vote can be taken or whether the application should be considered at the next meeting of the Council.

4.2 Cessation.
The Council shall have power by a vote of two thirds or more of its members to withdraw the privilege of membership from an association, society or organization which in the opinion of the Council ceases to support the main objects of the Federation. The right to appeal against such a decision of the Council must be exercised, in writing, within one year of the receipt of notification.

5. Government

5.1 The Council.
5.1.1 The Federation shall be governed by a Council consisting of a President, two Vice-Presidents and a Secretary/Treasurer together with one representative of each member association, society or organization not already represented by the President or Vice-President, and the immediate Past President. All members of the Council shall serve for a period of three years.
They all have the right of vote with the exception of the immediate Past President who willingly has the right to vote if his/her association, society or organization is otherwise unrepresented. Where two or more member associations, societies are on the Council they shall be entitled to separate votes.
5.1.2 Votes can be expressed by show of hands, secret ballot or by postal ballot. Simple majority is the rule if not expressly determined otherwise by the Constitution. Abstentions are not to be counted for the calculation of the majority. In case of a tie, the President shall determine the outcome.
5.1.3 The Council shall meet at least every three years; an extraordinary meeting of the Council can be convened by majority vote of the Executive Committee or at the request of at least 25% of the member associations, societies or organizations. Member associations, societies or organizations shall receive in writing notice of regular meetings of the Council at least 6 months prior to the meetings indicating date, site, time and agenda.The 6 months delay is reduced to one month for extraordinary meetings.
5.1.4 Office bearers.
The Council shall elect a President and two Vice-Presidents, each of whom shall hold office for three years. Council shall elect one of the two Vice-Presidents as President-Elect.The other Vice-Presidents, but not the President, may be re-elected for one further term of three years.
The Secretary/Treasurer will serve for a period of three years and may be re-elected for a period of another 3 years once proposed by the Executive Committee and elected by the Council. Council shall elect a Secretary/Treasurer-Elect who will take over from the Secretary/Treasurer when his/her 3 year final term expires.

The Secretary/Treasurer, with the approval of the Executive Committee, may appoint an Assistant Secretary in an official capacity, who will be a non-voting member of the Executive Committee and will serve for the same period as the Secretary. The Assistant Secretary and the Secretary-Elect may be the same person.

A Webmaster, who will be a non-voting member, shall be proposed by the Executive Committee and ratified by the Council of Delegates. The newly elected office-bearers begin their term of service on January 1st following their election.



5.2 The Executive Committee.
5.2.1 The Executive Committee shall consist of: The President, the two Vice-Presidents and the Secretary/Treasurer of the Council, seven persons elected by the Council and the immediate Past President who shall not be entitled to vote. The elected members shall normally serve for a term of three years, and may be re-elected for one further term of three years.
5.2.2 The Executive Committee begins their term of service on January 1st, following its election by the Council.
5.2.3 The elected members of the Executive Committee shall not include more than one member of any national member association, society or organization. They are all entitled to a vote.
5.2.4 Votes in the Executive Committee follow the same rules as in the Council (cf. Article 5.1.1 and 5.1.2).
5.2.5 The members of the Executive Committee will be elected at the meeting of the Council.The names of candidates, duly proposed, must be sent to the Secretary/Treasurer at least two months before the meeting of the Council. The Executive Committee is also empowered to nominate candidates. The duty of the Executive Committee is thus to ensure worldwide representation (1 Africa, 2 Asia, 1 Europe, 1 Middle East, 1 North America and 1 South America and the President of the next WOFAPS World Congress as a non-voting member).
5.2.6 The Executive Committee shall meet annually and at any other time at the request of the Council, the President of the Federation or four of its members. Four members, including the President and or Vice-President shall form a quorum.

6. Finances

6.1 An annual subscription determined by the Council will be due by each member association, societyor organization on each January 1st. This annual subscription is proportional to the number of paying members of each association, society or organization. The Executive Committee has the power to make adjustments to the annual subscriptions.
6.2 The non-payment of the yearly subscription in spite of two reminders will result in the loss of voting privileges for that association.
6.3 The Federation is entitled to accept grants, gifts or other contributions for the realization of its
objectives.
6.4 No part of the net earnings of WOFAPS shall be to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that WOFAPS shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article 2b hereof.
6.5 The WOFAPS shall not participate in any political activities other than to play an advocacy role in support of the Objectives of the Federation as set forth in Article 3 of the constitution.
6.6 The WOFAPS shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of this Constitution, WOFAPS shall not carry on any other activities not permitted to be carried on (a) by an association exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by an association, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

7. World Federation Foundation (WOFAPS)

  The WOFAPS Foundation was established and approved by Council as a clearly separate but affiliated entity to raise funds to carryout the goals of the Federation. The WOFAPS Foundation was established in 2007 as a tax exempt organization in Philadelphia, PA that qualifies for this status under section 501 (c) (3) of the US Internal Revenue Code and is governed according to those rules appertaining thereto.
The rules governing the function, structure, goals and objectives and support of the WOFAPS Foundation and its relationship to WOFAPS are detailed in Appendix A of the WOFAPS Constitution.

8. World Congress of Pediatric Surgery

  WOFAPS conducts an international congress (WORLD CONGRESS) every third year at which state of the art lectures and scientific papers on pediatric surgery are presented and discussions are held focusing on the status and goals of the profession throughout the World.
8.1 Selection of the host organization and city for each World Congress will take place at the Council of Delegates meeting 6 years in advance. This council meeting is held at each World Congress.
8.2 Prior to the World Congress the Secretary /Treasurer will inform the membership about the application and selection process for hosting the next World Congress venue.
8.3 Pediatric surgical organizations or associations that wish to host a World Congress of the WOFAPS in a city in their country must prepare and submit a detailed application to the Secretary/Treasurer at least 3 months prior to the Council of Delegates meeting. The Executive Committee will review the applications. Those Associations that meet the requirements to host a successful congress will be invited to present their application to the Council of Delegates.
8.4 The Council of Delegates will vote and choose which venue will host the next World Congress. If selected, the hosting Congress Chairman representing the said Association/Organization must be willing to enter into a legally binding agreement with WOFAPS. The rules and application details are listed in Appendix B.
8.5 The Executive Committee reserves the right and responsibility to modify or amend the World Congress rules and will inform the associations when such rules have been changed.
8.5.1 Delegates (CD) will determine the location of the International Congress six years in advance. The location should be consistent with the overall philosophy of WOFAPS regarding global rotation of Congress sites. Dates of the International Congress will be determined by the President of the Congress after consultation with the President of the WOFAPS and the Executive Committee.
8.5.2 The President of the Congress will be from the host country, nominated by the host National Pediatric Surgical Society (NPSS) and elected by the CD in accordance with Section 8 and Appendix B.
8.5.3 If there should be an irreconcilable division between the Congress President and the host NPSS, the NPSS may ask the SC to consider replacing the Congress President with another person. This individual may be proposed by the NPSS before the time of any SC meeting, which occurs one and one half or more years before the next Congress.
8.5.4 All aspects of each Congress will be coordinated by WOFAPS- Appendix B of the Constitution and the President of the Congress, with all details dictated by the specific contractual arrangements developed. The ultimate Scientific Organisation Committee responsibility for the Congress and its organization resides with the WOFAPS and local organizers according to Appendix B.
8.5.5 Any alteration to the Constitution must be given to each member association or society prior to the meeting of the Council at which the alteration is to be made.

9. Alterations to the Constitution

9.1 This Constitution, except Article 3 hereof (Objectives of the Federation), may be altered only by a majority vote of two thirds of the members of the Council.
9.2 Article 3 (Objectives of the Federation) can by no means be subject to alterations or amendments.
9.3 The official languages of the Federation will be English, French and Spanish.

10. Dissolution

10.1 The dissolution of the Federation can be decided by the Council by a vote of two thirds or more of its members, absent members included. Not less than one year's written notice of the proposal for dissolution must be given by registered letter to each member association, society or organization prior to the meeting of the Council at which the dissolution shall be submitted to the vote.
10.2 Upon the dissolution of WOFAPS, assets shall be distributed for one or more exempt purposes (preferably, to one or more non-profit organizations concerned with the well-being of children) within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so distributed shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of WOFAPS is located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

This revised Constitution has been accepted at the Executive Committee Meeting in New Delhi 2006, revised in the Executive Committee Meeting in Torino and approved in the Council of Delegates in Buenos Aires – September 2007 (PENDING APPROVAL).