1.

Name of the Society

The Nordic Association for Andrology - NAFA

2.

2.1

2.2

2.3

2.4

Objectives 

NAFA is a scientific, non-profit society of individuals (primarily working inthe Nordic countries) interested in andrology. Andrology is defined as the branches of science and medicine dealing with reproductive functions of the male under physiological and pathological conditions. 

The aim of NAFA is to stimulate education, evidence based treatment and research in the field of andrology with special attention to practical clinical problems. NAFA shall also actively promote contacts between representatives of various disciplines with interests in andrology. 

To support and facilitate international work in andrology, NAFA shall be affiliated to the International Society of Andrology, and shall also in other ways promote clinical and international scientific collaboration 

English is the official language for NAFA.

3.

Address

The official address should be that of the President

4.

4.1

4.2

4.3

4.4 

4.5                         

Membership 

The membership consists of Regular Members, Associated Members and Honorary Members. All Members who have paid the annual fee for the current year have a right to vote at NAFA's meetings, subject to limitations given below. 

Scientists and clinicians will become members by sending an application form to the secretary or the country representative. Others with an interest in NAFA can become Associated Members by sending an application supported by a regular member to the Board of Directors, which makes the decision.  

Individuals, who have made a distinguished service to NAFA, can be elected Honorary Members. Nominations should be sent to the Board and forwarded to the Membership by the Board if its majority supports the nomination. Honorary Members are elected by the Annual General Meeting. 

All annual fees for Memberships are decided by the Annual General Meeting. Honorary Members do not pay an annual fee.

Membership is terminated by withdrawal, death, unpaid fees for two consecutive years, and for juridical persons also by dissolution of the same. Membership can also be terminated if a member severely damages the Association and thereby endangers its objectives, the Annual General Meeting can vote to terminate this member’s Membership. The matter should be added to the agenda and the member in question informed beforehand.

5.

5.1

5.2

5.3

5.4

Scientific meetings 

NAFA shall arrange one or two scientific meetings per year. One of these should be in connection with the Annual General Meeting (AGM) held if possible between August 1st and September 30th. At these meetings members and invited speakers shall present papers and posters dealing with a wide range of andrological aspects. 

Each meeting shall focus on a few predetermined main topics. 

The meetings shall, preferentially, be held at alternating Nordic locations. 

The local organisers of the "NAFA Annual Meeting" shall, no later than nine months before the meeting present a preliminary programme and a budget to the Board. The Board shall within 20 days give its comments to the proposal. 

6.

6.1

6.2

6.3

6.4

6.5

6.6

Board of Directors 

The Board of Directors is elected at Annual General Meeting (AGM). The Board shall consist of a President and one National Representative from each Nordic country with at least three vote-entitled members. Each National Representative shall have a personal Deputy, also elected at the AGM. The Board shall elect from among its own members a Vice-President, a Secretary, and a Treasurer. The term of office for the Board of Directors coincide with the financial years of the Society; new elected members start their term January 1st the nearest following year, and withdrawing member leave the post by December 31st, unless the AGM explicitly decides other dates.

The President is elected for a two-year period and can be re-elected twice. The National Representatives (NR) are elected for a 2-year period and may be re-elected twice. However, for the continuity of the administrative work a gradual change should be observed, e.g. half the NR is elected one year, the other NR the year after.

The Deputies for the National Representatives are elected on the same conditions as the Representatives. 

The governance of NAFA and the management of its affairs shall be vested in the Board except as limited from time to time by the AGM and except the power to amend the constitutions of the Association. 

The Board shall meet at least twice per year. One of the meetings can be organised as a "telephone meeting". The Board shall meet when convened by the President or at the request of two or more Board Members. Decisions can be made "per capsulam" if unanimously agreed by all Board Members. 

In order to promote the activities of NAFA, Board members should work for obtaining additional funds for the society, from commercial as well-as non-commercial sources. These funds should be used for purposes mentioned under item 2.2 of the bylaws. The Board makes the final decisions regarding allocation of such funds. These decisions should be communicated to the members through the minutes from the Board meetings and also as indicated under 10.4. 

7.

President 

The President shall be the principal representative of the Association and preside at all meetings of the Association and its Board, if not otherwise stated in the Constitutions.

8.

Vice President 

In the absence of the President the Vice President shall preside over meetings held by the Board or by NAFA. If the President permanently becomes unable to perform his/her duties the Vice President shall enter as Acting President until the next AGM. The AGM then has to elect a new President for the current term.

9.

9.1

9.2

9.3

9.4

9.5

9.6

Secretary 

The Secretary shall file all business correspondence and documents and keep minutes of all meetings of the Association.

The Secretary shall distribute notification of all NAFA meetings, including those held by the Board, no later than 30 days before the meeting. Information on scientific meetings and the Annual General Meeting, including the agenda, should be made available to all Members no later than 60 days before the meeting.

With the agenda for the AGM the Secretary should include the annual financial report(s) from the Treasurer and the report(s) from the accountants.

Minutes from Board meetings should be available to all Board members within thirty days. The agenda and the minutes should then be made available to the Membership within sixty days after the meeting took place. Minutes from the AGM should be avail-able to the members within sixty days after the date of the AGM.

The NAFA home page is the normal medium for transmitting information but Members requesting to have the notifications, protocols etc. by regular mail shall have the right to this service. If the NAFA home page can not be up-dated frequently enough to keep all Members informed as stipulated in the Constitution, the Board should send the information by fax or regular mail.

The Secretary and the National Representatives shall keep a register showing the names, addresses, telephone numbers and other relevant information of all members. The Secretary is responsible for associated members (from non-Nordic countries). This register should be made available on request to all members. This register must not be made available for commercial purposes.

10.

10.1

10.2

10.3

10.4

Treasurer 

The Treasurer shall receive all dues and grants of the organisation and shall disburse the same as authorised by the Board. The financial year corresponds to the calendar year. The Treasurer shall organise the bookkeeping in such a way that the auditors easily can trace all transactions and the relevant documents related to each of the transactions. At the end of the financial year the Treasurer shall put together a profit and loss account and a balance account with necessary notes to explain all entries that are not self-explanatory. For all major items the corresponding figures from the previous year should also be available. 

Elected auditors shall at least once a year examine the book keeping and the balancing account. All financial documents and protocols from the Board meetings shall be delivered to the auditors no later than four months before the AGM or no later than April 1, whichever comes first. 

The Treasurer shall prepare a budget for the coming financial year to be presented at the AGM. 

If the Board sets up special funds the Treasurer should provide a special report on each of these. The report should include the purpose of the fund, the origin of the assets, the terms for the assets, and how the assets have been used and/or managed.

11.

11.1

11.2

11.3

11.4

11.5

National Representatives 

The National Representatives shall inform members how to pay the annual fee and the latest day for such a payment. The payment is in national currency, corresponding to the amount of Euro decided at the AGM. Exchange rate should be the official one at the date of transaction.

The National Representatives shall actively work for the Association within their regions, disseminate information about the Association and its objectives, and recruit new members. The National Representatives shall also actively work for NAFA in organising meetings in their respective countries. Communication with the Membership should follow the same rules as described in 9.5.

The Representative and his/her Deputy should keep in close contact and all internal NAFA documents sent to the Representative in a given country should also be made available to the Deputy. The Deputy should be encouraged participating in all Board meetings but has no voting right unless he/she is present as the National Representative. 

One of the National Representatives (usually the Secretary) is appointed by the Board of Directors as responsible for the NAFA homepage.

Each National Representative has the right to keep an account in the name of NAFA to collect member fees and to transfer money within the organisation (mainly to the Treasurer). All other transactions need authorisation from the Board.

12.

12.1

12.2

12.3

Auditors 

Two Auditors and one Deputy Auditor should be elected by the AGM for a term of two years. The terms of office follow the financial years of the Association as for the Board of Directors.

The auditors should conduct the audit in accordance with generally accepted auditing standards, to assure that the annual accounts and the administration report are free of material misstatement. The audit also includes assessing the accounting principles used as well as an evaluation of the overall presentation of information in the annual accounts and the administration report. The auditors should control that all legal taxes and fees have been properly paid. 

If NAFA has special funds the auditors should present a special report on each of these. 

13.

13.1

13.2

13.3

13.4

Nominating Committee 

A Nomination Committee (NC) shall each year be elected by the AGM. Each term is for one year. Each member can be re-elected twice. The terms of office follow the financial years of the Association as for the Board of Directors.

The NC shall have of one or two representatives from each country with more than three vote-entitled members. The AGM shall elect one member of the NC as the Chairman. 

The Nomination Committee shall present to the Board and AGM its candidates for those positions within the organisation that are eligible for election.

The NC should actively pay attention to the necessity to have a fair distribution with regard to gender, age, speciality and geography. A long term planning is therefore necessary. As Deputies for the national representatives one should preferentially nominate subjects under the age of 35 years. 

15.

Changes or amendments to the Constitution 

Decisions to alter NAFA's constitutions can be made only at the AGM and by a two-thirds majority vote. All proposals for changes shall be made available to the Membership at least six weeks before the AGM. 

16.

Dissolution of NAFA 

 A decision to dissolve NAFA requires a two-thirds majority of all vote-entitled members. The decision should be taken at an AGM.

After dissolution, the assets of NAFA shall be used for promotion of the Association's overall aim, in accordance with guidelines decided at the AGM. 

// The above Constitution is updated according to decisions at the AGM in Naantali, May 2008. Lars Björndahl, President