Commission that wrote the draft of the Constitution of the IAPM. Profs E. Saling (a), Asim Kurjak (b), Frank A. Chervenak (c), Aris Antsaklis (d), and Jose M. Carrera (e).

Constitution


General Provisions

Article 1

Identity

The International Academy of Perinatal Medicine (abbreviated as IAPM) is a scientific, international and independent academic non-profit institution for the study, evaluation, dialogue and promotion of Perinatal Medicine across the world.

Article 2

Legal Statues and Head Office

The IAPM has been established and registered as a non-profit making association. The Academy shall be incorporated under the laws of the country of the General Secretariat where the head office shall be located.

Article 3

Objectives

The objectives of the Academy shall be as follows:
  1. To promote the study of scientific principles and practical applications in the area of Perinatal Medicine.
    Perinatal Medicine not only encompasses all medical specialties associated with human reproduction (Reproduction Medicine, Obstetrics, Neonatology, Prenatal Diagnosis, etc), but also the sociological and anthropological aspects affecting the human reproductive process.
  2. To promote research and education in the field of reproductive health.
  3. To develop and improve the exchange of information and ideas, dialogue as well as co-operation in research programmes aimed at acquiring knowledge in the area of Perinatal Medicine.
  4. To promote the formation of working groups focused on Perinatal Medicine.
  5. To maintain relationships with societies and institutions involved in Perinatal Medicine.
  6. To provide expert’s advice to governmental organisations and bodies involved in the field of Perinatal Medicine.
  7. To foster international aid to developing countries which actively promote maternal and child health care across the world. This objective shall be achieved through “MATRES MUNDI INTERNATIONAL”.

Article 4

Activities

Below is a list of activities of the Academy:

  1. Preparing and issuing Statements about specific issues related to Perinatal Medicine. These documents may be drawn up in collaboration with Scientific Societies and Associations whose objectives and activities are similar.
  2. Organizing scientific and educational meetings concerning Perinatal Medicine.
  3. Publishing articles and books to further foster and promote Perinatal Medicine.

Fellowship

Article 5

There are three types of fellowship at the Academy:
  1. Regular Fellow
  2. Associate Fellow
  3. Honorary Fellow

Article 6 (Regular Fellows)

The number of permanent or regular fellows allowed is limited to 30 (see schedule for names). Numerous clauses should exist.

These members are all expert in Perinatal Medicine that have been selected based on their international prestige, country of origin and scientific productivity. The aim of this selection process is to represent most parts of the world.

All regular fellows sit on the International Council of the IAPM (Article 10).

Article 7 (Associate Fellows)

Those experts put forward by the Board who are specialized in any of the branches of Perinatal Medicine and take an active part in the mission and activities of the IAPM may be appointed as associate members. They shall be appointed by resolution of the International Council (IC) provided a consensus of all present members is reached. The number is limited to thirty.

Article 8 (Honorary Fellows)

Honorary fellows will be nominated and chosen by the International Council based on their internationally recognized contributions to Perinatal Medicine.

The International Council is responsible for appointing the honorary members put forward by the Board. Each nominee must be elected by a consensus of all voting members.


Governance

Article 9 (Governance Bodies)

The IAPM shall be made up of the following governance bodies:

  1. The International Council (abbreviated as IC).
  2. The Board of Directors (abbreviated as BD).

Article 10 (International Council)

The 30 permanent or regular fellows shall jointly for the International Council of the Academy.

ic

Article 11

The The International Council has the following duties:
  1. Setting the overall criteria to be used by the Board of Directors to achieve the objectives of IAPM. This shall be done on a yearly basis
  2. Approving and, where appropriate, auditing and/or modifying the accounts for the previous period, as well as the budget for the next financial year.
  3. Overseeing and monitoring, the disclosure of Statements, etc., including the name and log of the IAPM, is subject to approval by the Council.
  4. The IC may appoint committees and working groups to achieve specific objectives of the IAPM.
  5. According to Article 13, the IC alone has the capacity to appoint new, regular, associate or honorary fellows, as specified above.
  6. The IC may either amend these statues or dissolve the Academy pursuant to the provisions of Article 26.

Article 12

The fellows of the Council may resign and/or be dismissed in any of the following cases: a) At the member’s request, b) Due to proven misconduct which results in damage to the Academy. In this latter case, all the other members of the Council must reach a unanimous decision to effect such dismissal.

Article 13

Where one of the regular fellows dies, resigns or is discharged according to the provisions laid down in Article 12, the ensuing vacancy in the IC shall be filled following a decision by the Board.

Applicants shall be put forward by the Board, and they must be elected by a unanimous vote of the members of the Council. The voting shall be conducted in a secret ballot if so requested by one or more fellows.

Article 14 (Board of Directors)

The Board of Directors is a body responsible for governing, managing and representing the IAPM on a permanent basis. It must act according to the Constitution.

The Board of Directors of the IAPM is composed of seven (7) fellows who have specified duties to the Academy.

Article 15

The Board of Directors shall include the following officers:
  1. One President.
  2. Four Vice-Presidents.
  3. One General Secretary.
  4. One Treasurer.

Article 16

Each member of the Board of Directors is responsible for a number of tasks stipulated in Articles 17 to 21

The members of the Board shall have the following responsibilities:
  1. The Board shall determine what action must be taken as to achieve the objectives of the IAPM, in accordance with the criteria set out by the Council.
  2. The Board shall prepare the annual budget, the allotment of available funds and the acquisition of suitable premises for meeting the needs of the IAPM.

Article 17

The Directors of the Board shall be elected by the International Council for a period of five years with the possibility of re-election.

Article 18

The President of the IAPM acts as the legal representative of the Academy and chairs the meetings of the International Council (IC) and the Board of Directors (BD).

The President is responsible for calling meetings for both governance bodies, whilst deciding upon the dates and items on each agenda.

In addition, the President shall be responsible for contacting the relevant national, international public authorities or scientific and social organisations, whether on his own initiative of in accordance with the resolutions adopted by the governance bodies, in order to achieve the purposes and objectives of the Academy.

Any decision taken by the President during his/her tenure must be subsequently subjected to review and approval by the governance bodies.

Article 19

The first, second, third, and fourth Vice-Presidents of the Association (always in this order) are specifically assigned to assist the President at all times and stand in for him/her in his/her absence, in which case he/she shall have the same duties as the President.

The four Vice-Presidents shall distribute their duties according to current needs and in agreement with the President.

In the event that the President leaves office, the first Vice-President shall step in as President with full powers, pending the appointment of the new President by the IC.

Article 20

The General Secretary shall conduct the administration of the IAPM and keep the records of the Academy. Moreover, he/she shall be responsible for the day-to-day affairs in consultation with the President and Vice-Presidents.

The General Secretary shall be in charge of drawing up both the agenda and the minutes of each meeting held by the Council or the Board, in consultation with the President.

In the absence of the General Secretary, the Vice-Presidents may take up the latter’s post with the President’s consent.

Article 21

The Treasurer shall be responsible for all financial matters of the Academy.

The Treasurer shall be in charge of managing the funds and financial documents of the Academy; checking the accounting balance of each financial year; and preparing the annual income/expenditure budget, which must be submitted to the approval of the Council. The members of the Council must receive a copy of the budget at least two months prior to the annual plenary meeting. The Treasurer will closely collaborate with General Secretary.

In the absence of the Treasurer, the General Secretary shall stand in his/her place.


Meetings

Article 22 (International Council)

The International Council of the IAPM (IC) shall hold an ordinary meeting with all its members present at least once a year. Furthermore, an extraordinary meeting shall be called on the initiative of the Board of Directors or at the request of three (3) or more regular fellows.

meeting

Article 23

A convening notice must be sent to all members of the IC at least one month prior to the ordinary, plenary meeting, stating the relevant location, date, time and agenda items. Whilst the President shall decide on the terms of the call for meeting, the General Secretary shall be responsible for drafting and signing it. Where an extraordinary meeting is to take place. notice must be given at least two weeks in advance.

Article 24

The agenda of the plenary meeting of the IC must include the following items:
  1. Reading and approving, if necessary, the minutes of the previous meeting;
  2. Report of the President;
  3. Report of the General Secretary;
  4. Report of the Treasurer (which must include the “balance of the financial year” if it is the first meeting being held in the financial period, or the “annual budget” if it is the last one;
  5. Any other business.
Any formal Statement or Declaration issued by the IAPM shall be subject to the approval of all IC members.

Article 25

The plenary meeting of the IC shall only adopt those resolutions that are related to the agenda items. Any proposal which is not duly set out in the call notice shall be included for discussion at the subsequent plenary meeting, unless all members unanimously agree for grounded reasons that it should be discussed immediately.

Article 26

The IC shall adopt resolutions by a simple majority of votes. The President shall exercise a casting vote in the event of a tie.

Members of the Council may delegate their right to vote to another member, providing that such delegation is stated in writing.

Article 27

The following resolutions may only be passed at an extraordinary meeting of the IC, providing that they are supported by two thirds of the votes of the permanent members, whether present or represented; a) Amending these Statutes; b) Moving the head office of the IAPM; c) Totally or partially revoking the appointments to the Board; d) Dissolving the Academy.

In the event that the issues which first caused an extraordinary meeting ot be summoned were not included in any of the previous categories, the resolutions shall be adopted by a simple majority.

Article 28

The General Secretary of the IAPM shall report on the meetings and draft the minutes both for ordinary and extraordinary meetings. Said minutes shall make express mention of the resolutions adopted and the results of the votes, where appropriate.

Article 29

The Board of Directors shall convene two meetings a year, usually held at the same time as the various Scientific perinatal congresses. Notice (notification, date, agenda, etc.) must be given in the same manner as for any meeting of the Council.

Article 30

The BD shall be deemed validly constituted if at least four members thereof are present including the President. Non-attendance must be accounted for.

Article 31

The resolutions of the BD must be adopted by a simple majority of votes of the members present. The President may use a casting vote in the event of a tie.

Article 32

Minutes shall be taken of each meeting of the Board, and signed by the General Secretary, who shall attach such a report on the various discussions and contributions, as well as the resolutions adopted and the outcome of the vote, where appropriate.


Finance

Article 33

The IAPM is a non-profit institution, and therefore it does not have any starting capital. As a result, all proceeds raised by the Academy shall be allocated to achieving the objectives laid down in this Constitution.

Article 34

The proceeds raised by IAPM shall result from:
  1. Any individual or society contribution, gift, donation or legacy, providing that it does not have a negative effect on the independence and freedom of the institution.
  2. Any subsidy from public or private funds subject to the same terms as the above paragraph

Article 35

The cost to be borne by the IAPM are linked to:
  1. Establishing, administering, managing and maintaining the head office of the Academy (rent, furniture, administrative and operations costs, promoting the corporate image, etc).
  2. Wages and social insurance for all hired staff.
  3. Costs of representing the IC members, providing that they are justified and included in a plan, when possible.

Article 36

The financial year shall start on January 1st and close on December 31st of the same year.

The annual budget must be approved by the Council at the last meeting of the previous year. It must be prepared on the basis of a reasonable estimate of the proceeds raised in the financial year in question.

The “balance of the financial year” must be approved by the IC at the first plenary meeting held in the following year. In the event that the balance shows a deficit or the organisation is forced to bear costs it cannot meet based on the budgetary provisions, the BD shall be required to put forward a suitable alternative.

At the BD’s request, the IC may appoint an Audit Board composed of three permanent members who are not on the Board of Directors, with the aim of verifying the accounting situation of the Association at any given time.

Notwithstanding the provisions laid down in the previous article, the Board of Directors may also commission an external audit.

The President, the General Secretary and the Treasurer shall be authorised to sign cheques, transfer orders, agreements or the like.


Amendments and Development of Constitution

Article 37

Any permanent or regular member may request that amendments be made to the Constitution following examination by the Board of Directors. If the Board approves any such amendments, an extraordinary meeting of the Council must be called pursuant to the provisions laid down in Article 27.

Article 38

Any amendments approved at the extraordinary meeting of the IC shall come into force after being submitted for registration by the General Secretary to the Official Register of Associations.

Article 39

In addition to this Constitution, the BD shall draft the by-laws regulating the internal affairs of the IAPM and other regulations concerning the relations of the Academy with other scientific societies.

Both sets of by-laws must be in keeping with the law and this Constitution, as they may not under any circumstances alter either the purposes or the credo of the Academy. The by-laws must be approved by the IC in an extraordinary meeting.


BY-LAWS

  1. The criteria for election of “Regular Fellows”, and also “Associate Fellows” are: Documented contributions to Perinatal Medicine and documented commitment to globalized Perinatal Medicine.
  2. The obligations of the “Regular Fellows”, apart from those assigned in the Constitution are: attend yearly meetings and actively participate in the activities of the Academy.
  3. The International Council appoints Regular and Associate Fellows, as well as Honorary Fellows Council. Such members in their annual meeting will study the proposal of the new Regular and Associate Fellows made by the Board of Directors. This body of governance will choose the possible candidates suggested by any regular member, according to the criteria exposed in the point number 1. The corresponding documentation should be sent to Secretary General two months before annual meeting.
  4. Regular membership, and also associate fellowship, ends when the circumstances foreseen in the article 12 of the Constitution, when the fellow does not attend two consecutive meetings without explanation, or the fellow does not attend three consecutive meetings with explanation.
  5. In distinction of the Regular Fellows, the Associate Fellows do not take part in the International Council, and therefore they are not entitled to vote in the ordinary administrative meeting.
  6. A member sho is no longer a regular fellow may be appointed an honorary fellow. In case they lose membership in of the IAPM, but they continue to serve the mission of the Academy.