Constitution of the
International Association for Maternal and Neonatal Health (IAMANEH)

Article I

  1. The "International Association for Maternal and Neonatal Health - IAMANEH" ,  hereafter: "IAMANEH", exists as an Association in accordance with Article 60 et seq. of the Swiss Civil Code, to be governed by the present Constitution.

  2. IAMANEH has legal status, based in the Canton of Geneva, and is registered at the Registre du Commerce in accordance with Article 61, paragraph 1, of the Swiss Civil  Code.

  3. IAMANEH is politically and religiously  neutral and pursues no profit-making aims.

Article II

The objectives of IAMANEH are to promote the health, welfare and dignity of mothers and children, particularly  in developing countries, as part of the overall goal to improve the health of all people.
To accomplish these objectives, IAMANEH will in partnership with its member National Associations pursue the following goals :

  1. To improve the quality of maternal and perinatal care. 

  2. To educate women and their partners about family size, with adequate pregnancy spacing, using contraceptive methods.

  3. To teach health- related subjects in school.

  4. To disseminate health- related  practical knowledge.

Article III

  1. IAMANEH shall be composed of organizations and persons interested in and willing to support and pursue the objectives of the organization, irrespective of nationality, race, faith and profession.

  2. Members are :

    1. National Associations;

    2. Associated Organizations;

    3. Life Members; and

    4. Honorary Members

  3. Membership is acquired by national associations and associated organizations through written application to the Secretariat and upon approval by the Executive Board. Honorary members are nominated by the Executive Board, based on outstanding achievements in the field of the objectives.

  4. Members shall:

    1. be informed of activities;

    2. be invited to attend the  General Assembly;

    3. disseminate the objectives;

    4. respect the present Constitution; and

    5. pay annual dues.

  5. Membership is terminated:

    1. by resignation, or

    2. by expulsion for failing to fulfill their duties in pursuance of a decision made by the Executive Board.

Article 75 of the Swiss Civil Code is reserved.

Article IV

  1. The incomes consist of :

    1. institutional and private donations,

    2. financial contributions from the National Associations.

  2. The income shall be exclusively applied to its objectives.

  3. Expenditures are payable out of its incomes and assets. All personal liability of the Organs and members is excluded.

  4. Members have no right to assets.

Article V

  1. The GENERAL ASSEMBLY is the supreme authority of IAMANEH.

  2. To be convened by the Executive Board:

    1. in an ordinary meeting every three years

    2. in an extraordinary meeting, whenever the Executive Board considers it necessary.

  3. Notice shall be sent to each National Association and to other  members three months before the date of the meeting.

  4. The Executive Board shall prepare and communicate the tentative agenda in the notice convening the General Assembly . Agenda suggestions received one month before the meeting may be taken into consideration.

  5. Honorary members may attend the meeting. The President may  invite any non-member to attend as observer, without voting rights.

  6. The General Assembly shall :

    1. elect the President,  1st Vice-President (President-elect), 2nd Vice-President, Secretary General, Treasurer, as well as the other Board members

    2. examine the reports of the Executive Board

    3. decide on the audited financial reports

    4. elect two financial controllers, who are re-eligible

    5. amend the Constitution.

  7. Organization of the General Assembly: The President or the next highest ranking Officer present shall chair the Assembly. He shall designate the Secretary of the Assembly.

  8. Voting Procedure:

    1. One delegate of each National Association, and each member of the Executive Board has the right to vote.

    2. Any delegate of  a National Association prevented  from attending the meeting may be represented by written proxy.

    3. The General    Assembly shall make its decisions by a simple majority  of votes. Regarding elections, the person receiving most votes, is elected. In case of egality, regarding voting and elections, the  vote of the President is decisive.

  9. The Minutes of the General Assembly shall be jointly signed by the acting Chairman and the acting Secretary.

  10. Miscellaneous
    Between General Assemblies, decisions may be taken by correspondence by a simple majority of the answering members.

Article VI

  1. The EXECUTIVE BOARD  is constituted by:

    1. the President

    2. the 1st Vice-President (President-elect)

    3. the 2nd Vice-President

    4. the Secretary General

    5. the Treasurer  and

    6. two to five additional members, who shall be chosen as representatives of the regions  of  Africa / Middle East, Asia / Oceania, North America and the Caribbean; Latin and South America, and Europe.

    1. The term of office of the Board members is three years. They can be re-elected.

    2. The immediate past-President is invited to the meetings of the Executive Board, in consultative vote.

    3. Each member of the Board has the right to one vote. Decisions are taken by majority, and  valid if two-thirds of its  members are present.

    4. A member may appoint another member of the Board to represent him/her by written proxy.

    5. The Executive Board shall meet in ordinary session once in between the General Assembly, and in extraordinary session at the request of the President or the Secretary General.

  3. The Executive Board shall exercise those powers which are not  reserved to the General Assembly, namely :

    1. convene general assemblies

    2. prepare the election of the members of the Executive Board every three years

    3. manage and represent IAMANEH

    4. bind IAMANEH  validly by the signature of  two members

    5. inform the members of the activities of IAMANEH

    6. review the policies set up by the Secretary General in conformity with the objectives of IAMANEH

    7. examine the audited financial report presented by the Treasurer

    8. admit new national associations or associated organizations and inform the General Assembly

    9. approve the Bylaws

    10. determine annual dues of National Associations; and

    11. present new honorary members to the General Assembly.

Article VII

    1. Wherever in a country a group of motivated professionals (obstetricians, gynecologists, pediatricians, neonatologists, midwives, nurses and other health-care providers) wishes to institute a national association with the same objectives, or where such a group is already working in this field, it can become a member.

    2. An organization recognized by its government and according to its national law, may request admission in writing, presenting its constitution and bylaws for  verification by the Secretary General.

    3. If conformity of objectives  and constitution exists, the Executive  Board shall admit the organization.

  2. Each National Association is encouraged to submit an annual report to the Secretary General, including

    1. names and addresses of its board members

    2. the number of its members and names of its benefactors, and

    3. a brief report on its current and planned activities.

  3. National Associations shall pay annual dues to IAMANEH

    1. National Associations have the right to vote at the General Assembly through their  representative delegate.

    2. The National Associations shall be kept informed on IAMANEH’s activities.

  5. National Associations  that do not respond to communications from IAMANEH over a period of two years are considered inactive by  the Executive Board. Their delegate shall have no voting rights .

  6. In case of lack of cooperation, a National Association may be expelled from IAMANEH by a decision of the Executive Board.

Article VIII

  1. Whenever an organization, pursuing similar goals, wishes to cooperate with IAMANEH, it can apply to become an associated member.

  2. Method of  application:

    1. Membership by such an organization is acquired through written application to the Secretary General and upon acceptance by the Executive Board.

    2. Each organization shall name a delegate as liaison officer to represent his/her organization at the General Assembly and to cooperate with IAMANEH.

  3. Voting rights: Associated organizations have no voting rights.

Article IX

  1. Proposals for the amendment of the present Constitution must be submitted by the Executive Board, at least three months prior to the Constitution General  Assembly.

  2. A majority of votes of the members  present or delivered by  proxy is required for the amendment of the Constitution.

  3. In an extraordinary situation, the present  Constitution can also be amended by circular letter to all members.  If accepted, the amendment  is approved,  by majority from the answering members.

Article X

  1. A decision to dissolve IAMANEH shall be taken by majority vote at a General Assembly, specially convened for this purpose, and composed of a majority of the members entitled to vote in person or by proxy. The decision is taken by majority of the members present or represented. In case the majority of the members is not present at a first meeting,   a second meeting can be held immediately  after and decide on the dissolution by majority of the members present or represented, having the right to vote.

  2. In the event of IAMANEH being dissolved by the General Assembly or a judicial decision, the Assembly shall appoint two members of the Executive Board to:

    1. liquidate the assets of IAMANEH

    2. devolve the net assets of IAMANEH to one or more associations pursuing a similar purpose. The assets cannot be returned to members or donors, nor be used for their benefit.

  3. The dissolution shall be final only after approval of the liquidation  accounts by a majority of the members of IAMANEH, who shall be consulted in writing.

Article XI

  1. The present Constitution is executed in French for registration at the stitution Registre du Commerce in Geneva, and in English.

  2. The present Constitution replaces the one adopted by the Constituent Assembly on  10 and 11 June, 1977.

Date: 21 August 2003

The President                                                             The Secretary


 
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Edited by Aldo Campana,