1.1 An international non-profit association with the name of “D-Foot International” (”D-Foot”, “DFI”) was established in accordance with Title III of the Belgian law of 27 June 1921 (as amended).
1.2 The full and abbreviated names of the association may be used separately.
2.1 The purpose of DFI is to be the leading, authoritative global organisation to create awareness of and improve diabetic foot management, and facilitate prevention worldwide.
2.2 To accomplish this purpose, the activities of DFI, without limitation, are:
(a) to promote the global profile of diabetic foot prevention and care through awareness, professional development, education/training, guidance and research;
(b) to create global awareness about the diabetic foot by disseminating publications and conducting global awareness campaigns;
(c) to promote the acquisition and free exchange of information and knowledge about diabetic foot complications, their prevention, treatment, and management;
(d) to issue communications and respond to current events to reflect DFI’s official position on topics related to the diabetic foot;
(e) to advocate and support the development of a global workforce for the diabetic foot, work with national diabetes associations and related groups, connect people and organisations by establishing networks, and influence the application of evidence based medicine into clinical practice;
(f) to establish and nurture formal relationships with international health and other relevant organisations, including non-communicable disease organisations and alliances, to raise the profile of the diabetic foot;
(g) to influence the development and organisation of health systems, with particular emphasis on the diabetic foot as a global health and economic challenge;
(h) to facilitate the formation and development of national diabetic foot associations;
(i) to collaborate with related disciplines to enhance the lives of people with diabetic foot and those affected by it;
(j) to engage in any other activities that result in mobilising and improving the lives of people with diabetic foot pathologies, preventing the development of diabetic foot complications;
(k) to promote and implement the highest standards of multidisciplinary care to diabetic foot patients and those at risk of diabetic foot complications;
(l) to improve international standards of diabetic foot management and establish worldwide standards relating to the measurement of diabetic foot indicators;
(m) to influence national and international health, social and public policies to prevent diabetic foot complications, and reduce its impact on people and society;
(n) to promote and support education and the implementation of national and international diabetic foot programmes;
(o) to organise and consult implementation and training programmes to improve diabetic foot care, with special focus on developing and low and middle income countries;
(p) to advise and support scientific and hands-on meetings and congresses on the diabetic foot in the different global regions;
(q) to advance knowledge and skills in diabetic foot care medicine and devices;
(r) to further develop and update global diabetic foot guidance documents according to current evidence, knowledge and standards;
(s) to promote and conduct scientific research into the biological, medical, psychological, social and economic causes and consequences of the diabetic foot, the distribution and burden of the diabetic foot, and its prevention and management;
(t) to be prepared for and respond in the aftermath of a natural or human-induced disaster.
2.3 DFI may work together with and participate in other legal entities, and conduct economic and other lawful activities it considers necessary or useful to complement and help achieve its nonprofit goals and purpose.
3.1 The registered office of DFI is located at Prins Boudewijnlaan 159, 2650 Edegem, Belgium. The Board may decide to move the registered office to any other location in Belgium.
3.2 The Board may also decide to establish one or more branch offices of DFI in Belgium or abroad.
3.3 Decisions to move the registered office or to open a branch office must be published in accordance with the Belgian statutory requirements.
4.1 DFI has the following membership categories: Individual Members and Institutional Members.
4.2 Individual Members are Full Members, Provisional Members, Associate Members, Honorary Presidents and Honorary Members.
4.3 Institutional Members are Association Members and Corporate Members.
5.1 A Full Member is a physician, healthcare professional or non-healthcare professional, as described in Article 13 “Nomenclature”, who has demonstrated an interest in the diabetic foot and represents the country of citizenship at the General Assembly.
5.2 The General Assembly decides on whether to admit a person as a Full Member.
5.3 The Board admits a person as a Provisional Member before the General Assembly may admit it as a Full Member at the beginning of the meeting of the General Assembly at which it is admitted as a Full Member. 5.4 To become a Provisional Member, a candidate must apply in writing to the Regional Council of the corresponding geographical region as defined in the Standing Operating Procedures. 5.5 The Regional Council must promptly ask every Full Member in the Region to advise the Council in writing on the admittance of the candidate as a Provisional Member. The Regional Council must transfer the application to the Board within three months, along with the Council’s recommendation and any letters of advice received from the Full Members in the Region. The Board then decides on whether to admit the candidate as a Provisional Member.
5.6 A Full Member is entitled to attend and vote at the General Assembly in accordance with Article 11 “Voting rights at a meeting of the General Assembly”, and is also entitled to other advantages that the General Assembly may decide to grant from time to time.
5.7 A Provisional Member in good standing on the Registration Date is entitled to attend the General Assembly as an observer with the right of voice but without voting right.
5.8 An Associate Member is a person who makes a monetary contribution to DFI. The Board grants Associate Membership for one year until the end of a calendar year. Associate Members have no voting rights and are not entitled to attend the General Assembly.
5.9 Honorary Presidents are former Presidents of DFI who have served DFI with distinction and sustained commitment. They have no voting rights but are entitled to attend the General Assembly as observers with the right of voice.
5.10 Honorary Members are persons who have made significant contributions to DFI or to the fight against the diabetic foot. They have no voting rights but are entitled to attend the General Assembly as observers with the right of voice.
5.11 A proposal to admit a person as an Honorary President or Honorary Member must be made by the Nominating Committee. The Board elects Honorary Presidents and Honorary Members.
5.12 Associate Members, Honorary Presidents and Honorary Members have the rights and obligations stated in the Standing Operating Procedures.
5.13 The General Assembly and the Board do not need to motivate their decisions on the admission of candidates as members.
6.1 DFI also consists of Institutional Members: associations or companies interested in diabetic foot management.
6.2 The Board decides on whether to admit an organisation as an Institutional Member. The Board does not have to motivate its decision.
6.3 Institutional Members have the rights and obligations that the General Assembly may decide from time to time. Institutional Members have no voting rights, are not entitled to attend the General Assembly and are not eligible for a governing position in DFI.
8.1 A Full Member may resign by giving at least six months’ notice in writing to the Chief Executive Officer at the registered office. Any member except a Full Member may resign at any time by notifying the Chief Executive Officer in writing. A resigning member must honour all financial obligations up to the date of termination.
8.2 A Full Member who is not in good standing at the end of a biennium, as defined in Article 12.1, ceases to be a member, subject to a right of recourse before the General Assembly.
8.3 The General Assembly may, upon Board recommendation, end the membership of any member at any time. The Board may end the membership of any member except a Full Member at any time, subject to a right of recourse before the General Assembly.
9.1 The General Assembly is DFI’s general guiding body, as referred to in Article 48, 5° of the Belgian Law of 27 June 1921 (as amended).
9.2 The General Assembly has the following exclusive powers:
(a) to admit and end the membership of the Full Members;
(b) to elect the President-Elect and the Vice-President Finance;
(c) except under the circumstances stated in Article 17 ”Vacancies”, to elect, dismiss and grant discharge to the members of the Board;
(d) to elect and dismiss the members of the Nominating Committee; (e) to create committees responsible to the General Assembly;
(e) to change the Articles of Association;
(f) to approve the budget and annual accounts;
(g) to appoint, end the appointment and determine the remuneration of the auditor(s); and
(h) to dissolve and liquidate DFI.
9.3 Powers not assigned to the General Assembly are powers of the Board.
10.1 The General Assembly is composed of the following persons, who are referred to as the “Delegates to the General Assembly”: (a) the members of the Board; (b) the Country Delegates, who are the Full Members in good standing on the Registration Date. The “Registration Date” is 30 days before a meeting of the General Assembly. If the Registration Date falls on a Saturday, a Sunday or a public holiday in Belgium, the Registration Date is on the business day that precedes it. “In good standing” means having paid all membership fees, and, if applicable, any administration and collection costs.
10.2 Only the Full Members in good standing on the Registration Date and the members of the Board are allowed to vote at a meeting of the General Assembly.
10.3 The President may allow additional observers to attend a meeting of the General Assembly, without voting rights. The President decides whether an observer has the right of voice.
11.1 Each member of the Board is entitled to one vote but must abstain from voting if the member is in a conflict of interest. A Board member can hold one proxy from another Board member.
11.2 Country Delegates vote by country of citizenship. Each country has the number of votes as stated in the Standing Operating Procedures.
11.3 The votes of a country can be cast when at least one of its Country Delegates is present at the meeting. A Country Delegate is considered present when participating in person or represented by written proxy by a Country Delegate of another country.
11.4. If there is more than one Country Delegate in a country, all Country Delegates in that country must together designate the Country Delegate casting the country vote.
11.5 If none of the Country Delegates of a country is able to attend a meeting of the General Assembly, they may give a written proxy to a Country Delegate from another country. The Country Delegates of a country are allowed to hold one written proxy between them from a Delegate of another country.
11.6 Delegates vote in favour or against resolutions. Abstentions to vote are regarded as votes not cast. In case of a tie vote, the President, or if absent, the President-Elect, casts the deciding vote.
11.7 Resolutions of the General Assembly need a quorum of one-third of the Delegate votes. The fulfilment of the quorum is determined at the beginning of every meeting of the General Assembly. A resolution of the General Assembly is adopted when more votes are cast in favour than against.
11.8 A resolution to change the Articles of Association needs a special quorum of half the Delegate votes. The fulfilment of this quorum is determined immediately before the resolution is voted. A change of the Articles of Association is approved when at least two-thirds of the votes cast are in favour.
11.9 A resolution to change the Articles of Association must be proposed either by the Board or at least one-fourth of the Delegate votes. Adopted changes to the Articles of Association are only effective when the necessary procedures required under Belgian law are completed.
11.10 A resolution to dissolve and liquidate DFI needs a special quorum of at least four-fifths of the Delegate votes and is approved when more than four-fifths of the votes cast are in favour. All Past-Presidents must also be invited to such a meeting and given the right of voice.
12.1 The Board must call an ordinary meeting of the General Assembly at the end of a biennium: a period of approximately two years that starts at the end of an ordinary meeting of the General Assembly and finishes at the end of the next one.
12.2 Between ordinary meetings, the General Assembly must meet by postal vote to approve the annual accounts and the budget.
12.3 The Board must call an extraordinary meeting of the General Assembly if at least 25% of the Full Members in good standing ask for such a meeting or when the Board is obliged to do so by law. In addition, the Board may call an extraordinary meeting of the General Assembly whenever the Board considers it desirable.
12.4 The Board must give notice of any meeting of the General Assembly at least 60 days before the meeting. It must include the meeting place, date, time and its provisional agenda, and be sent to all Full Members, Provisional Members, Honorary Presidents and Honorary Members.
12.5 A Full Member is entitled to suggest changes to the provisional agenda up to 45 days before the date of the meeting.
12.6 The Board sets and communicates the final agenda to all Full Members, Provisional Members, Honorary Presidents and Honorary Members no later than 30 days before the meeting.
12.7 The General Assembly may only vote on resolutions regarding the items on the final agenda. The President may add items to the final agenda until 10 days before the meeting of the General Assembly.
12.8 At any time, the President may, with Board approval, call a postal vote of the General Assembly, except to dissolve or liquidate DFI.
12.9 For a General Assembly meeting by postal vote, the following additional rules apply:
(a) The President must send a notice of call and agenda to the members of the Board and all Full and Provisional Members at least 60 days before the Postal Ballot Date. The “Postal Ballot Date” is the equivalent of the date of the General Assembly meeting and the date on which DFI must receive the postal ballots.
(b) The completed postal ballots must be received at the registered office by the Postal Ballot Date no later than noon Central European Time.
(c) With the assistance of a Board member, the Chief Executive Officer must count the votes within 30 days of the Postal Ballot Date.
(d) The result of the postal vote must be communicated to all Delegates to the General Assembly and all Full Members within 10 working days of counting the votes.
(e) Only those Full Members in good standing on the Registration Date, as defined in Article 10.1 are allowed to vote at a meeting of the General Assembly by postal vote.
(f) Quorum and majority requirements applicable to General Assembly meetings also apply mutatis mutandis to General Assembly meetings by postal voting.
12.10 The President and at least one other member of the Board must sign the minutes of the resolutions of the General Assembly. These minutes must be kept in a register at the registered office. A copy of the minutes of the General Assembly meetings must be sent to all Delegates to the General Assembly and all Full Members, who are entitled to consult the minutes at any time.
The following terms, when used in these Articles of Association and the Standing Operating Procedures, must be understood as follows:
(a) a “physician” is a person who is a qualified medical doctor, accredited by a national medical accreditation body or institution in the country in which the person works.
(b) a “healthcare professional” is a person who is not a physician but who is qualified, certified or accredited by a recognised national accreditation body or institution to practice, teach or work as a healthcare professional in that country.
(c) a “non-healthcare person” is a person who is neither a physician nor a healthcare professional but one who has demonstrated an interest in the diabetic foot.
14.1 The Board is DFI’s management body in accordance with Article 48, 6° of the Belgian Law of 27 June 1921 (as amended). The Board has the authority to decide and act for DFI in all matters except for those exclusively reserved for the General Assembly, by law or by the Articles of Association.
14.2 The Board considers and analyses all matters relating to the policy of DFI, and takes all actions it considers necessary to fulfil the mission and purpose of DFI.
14.3. The Board is composed of at least six Directors:
(a) the President;
(b) the President-Elect;
(c) the Vice-President Finance; and
(d) at least three other Vice-Presidents.
14.4 At least half of the Directors must be physicians.
14.5 The President acts in concert with and supported by the Board. The President articulates the positions and policies of DFI and is empowered to represent DFI in accordance with Article 29: “Representation”. The President must seek advice from and report to the Board regularly.
14.6 The Vice-President Finance, who is appointed to assist the Board on all DFI’s financial and accounting matters, must be qualified in accounting and have financial skills and experience.
14.7 The Board may entrust a specific responsibility to one or more Directors on a nonexclusive basis and under the collective responsibility of the Board.
15.1 The Nominating Committee is composed of four members:
(a) the President-Elect;
(b) the Immediate Past-President;
(c) a former Vice-President, preferably whose term ended in the previous biennium; and
(d) a Regional Chair or a former Regional Chair, preferably whose term ended in the previous biennium.
15.2 The President-Elect serves ex officio and chairs the Nominating Committee. The Immediate Past-President serves ex officio. The General Assembly elects the other members.
15.3 If a function is unavailable at the time of the composition of the Nominating Committee, the General Assembly must elect a Full Member recommended by the Board to reach the total number of members required.
15.4 The role of the Nominating Committee is to select and propose the nominees to the General Assembly for the following positions: President-Elect, Vice-President Finance, other members of the Board and the other members of the next Nominating Committee. The Board is authorised to define in the Standing Operating Procedures the qualifications that every nominee must meet as a member of the Board, Nominating Committee, Audit and Risk Management Committee, or other committees.
15.5 This Article 15 applies subject to Article 31: “Transitional Provisions”.
16.1 The term of office of both a member of the Board and a member of the Nominating Committee is a biennium, as defined in Article 12.1. 16.2 Both a member of the Board and a member of the Nominating Committee may resign at any time by giving written notice to the President at the registered office. The President may resign by giving written notice to the President-Elect at the registered office. 16.3 The General Assembly is authorised to dismiss both a member of the Board and a member of the Nominating Committee at any time.
16.4 If members of the Board or members of the Nominating Committee are not elected at a biennial meeting of the General Assembly, elections must take place as soon as possible. The current members of the Board or members of the Nominating Committee must continue to serve until their successors are elected.
16.5 The President may only hold office for one biennial term.
16.6 The President-Elect becomes President when the term of the current President expires or, in the event of a vacancy, as provided in Article 17 “Vacancies”.
16.7 The Vice-Presidents are eligible to be re-elected for a second consecutive term. The Vice-President Finance is eligible to be re-elected for more than one term.
16.8 A member of the Nominating Committee is not eligible to be nominated for reelection or for election as President-Elect, Vice-President or Vice-President Finance.
16.9 This Article 16 applies subject to Article 31: “Transitional Provisions”.
17.1 If the President is unable to act, the President-Elect assumes the presidential functions until the President is able to act again. If the position of President becomes vacant, the President-Elect takes on the functions of the President to complete the remaining term of office, and then acts as President for a full term.
17.2 If the position of President-Elect becomes vacant, the Board must designate a member of the Board to assume its function until the General Assembly appoints a new President-Elect.
17.3 If the position of Vice-President Finance becomes vacant, the Board must designate a member of the Board who has the qualifications stated in Article 14.6 to assume its function until the General Assembly appoints a new Vice-President Finance. If no other member of the Board has the required qualifications, the Board must designate a person from outside the Board to assume the position, with voting rights, until the General Assembly appoints a new Vice-President Finance. Any other vacancy in the Board must be filled by the General Assembly at its next meeting.
17.4 Temporary vacancies in the Board do not prevent the Board from functioning if it is composed of at least two thirds of its members. 17.5 If a position in the Nominating Committee becomes vacant, the General Assembly must elect a person recommended by the Board to fill the vacancy for the remaining term of office.
18.1 At least two-thirds of the members of the Board must be present to constitute a quorum. A member is considered present when participating in person, by telephone, video conference or any other means that allows for interactive debate, or when represented by proxy. A member can hold one proxy.
18.2 Members vote in favour or against resolutions. Abstentions to vote are regarded as votes not cast. In case of a tie vote, the President, or if absent, the President-Elect, casts the deciding vote.
18.3 A resolution of the Board is adopted if a majority of the members of the Board who are present vote in favour. A resolution to change the Standing Operating Procedures is approved if two thirds of the members of the Board who are present vote in favour.
18.4 Except in a conflict of interest, the Chief Executive Officer is entitled to attend all meetings and deliberations of the Board as an observer, with the right of voice but without voting rights. The Chief Executive Officer must receive all notices, documentation and minutes relating to the Board meetings.
18.5 If it is not possible or practical to have the Board meeting in person or even by electronic means, the Board is allowed to conduct its business by each member of the Board signing a unanimous written consent resolution, according to the procedure defined in the Standing Operating Procedures. A unanimous written consent resolution is considered the same as a unanimous vote.
18.6. Quorum and majority requirements applying to a Board meeting also apply mutatis mutandis to a Board meeting by postal vote.
19.1 The Board must meet at least twice per calendar year.
19.2 Notice of a meeting of the Board must be given in writing to all members of the Board and the Chief Executive Officer at least 21 days before the meeting and must include the meeting place, date, time of the meeting and the provisional agenda.
19.3 Decisions of the Board may be taken by postal vote, in accordance with the procedures in the Standing Operating Procedures.
19.4 The Board must send the minutes of its decisions to the Full Members within 60 days for their information and comments. Any comments must be submitted to the President at the registered office within 30 days. The President must respond to reactions received from the Full Members.
19.5 All Board minutes must be kept in a special register at the Registered Office and may be consulted by the Full Members at any time.
20.1 The Board, at its discretion, appoints and may dismiss the Chief Executive Officer at any time. The Chief Executive Officer is accountable to the Board.
20.2 The Chief Executive Officer decides on all matters of daily management, i.e. matters which are regularly recurring and are not exceptional in view of their nature, significance or size, as well as any matters which, because of their urgency, cannot be handled promptly by the Board.
20.3 The Board may determine, expand, limit or further describe the duties and power of the Chief Executive Officer. The Board may authorise the Chief Executive Officer to delegate any duty or power to one or more staff members. Delegation does not restrict or limit the power and authority of the Board; it maintains its authority to act in all matters entrusted to the Chief Executive Officer.
22.1 The Full and Provisional Members in a Region must set up a Regional Council, in accordance with the Standing Operating Procedures.
22.2 The role of the Regional Council is to assist the Board in implementing DFI’s vision, policy and programmes at the regional level. Article 23 Regional Council members
23.3 Each Regional Council must designate a Regional Chair, a Regional Chair-Elect and Regional Council members in accordance with the rules defined in the Standing Operating Procedures. 23.2 The Regional Chairs and Regional Chairs-Elect hold office for the biennium. Their appointment may be renewed for one or more terms. The Standing Operating Procedures also stipulate how the mandate of Regional Council members can be ended and how they can resign.
23.4 The General Assembly confirms a Regional Chair and a Regional Chair-Elect in each Region.
23.1 Each Regional Council must designate a Regional Chair, a Regional Chair-Elect and Regional Council members in accordance with the rules defined in the Standing Operating Procedures.
23.2 The Regional Chairs and Regional Chairs-Elect hold office for the biennium. Their appointment may be renewed for one or more terms. The Standing Operating Procedures also stipulate how the mandate of Regional Council members can be ended and how they can resign.
23.3 The General Assembly confirms a Regional Chair and a Regional Chair-Elect in each Region.
24.1 The Vice-President Finance assists the Board in keeping the accounts and finances of DFI in accordance with the legal requirements.
24.2 DFI’s financial year is the calendar year.
24.3 Each year, the Board must prepare financial documents which include the annual accounts of the previous financial year, the annual budget for the following financial year, and any other documents or filings required by law. In addition, the Board may prepare budgets and accounts that cover a biennium.
24.4 The Board must submit the accounts and budgets for approval to the General Assembly at its next meeting or by postal vote.
24.5 The financial documents must be sent to the Delegates to the General Assembly and to all Full and Provisional Members at least 30 days before the meeting called to approve them.
25.1 An auditor, member of the Institute of Company Auditors (“Instituut van de Bedrijfsrevisoren”), must audit the annual accounts of DFI before they are submitted to the General Assembly.
25.2 The Board, at its first or second meeting after the biennial meeting of the General Assembly, must set up an Audit and Risk Management Committee, composed of three persons:
(a) the Vice-President Finance;
(b) a member of the Board;
(c) a person qualified in accounting and with financial skills and experience.
25.3 The Board appoints the Chair of the Audit and Risk Management Committee.
25.4 All members of the Audit and Risk Management Committee hold office for the biennium. Their appointment may be renewed for one or more terms. 25.5 The role of the Audit and Risk Management Committee is:
(a) to assist the auditor;
(b) to follow up closely the finances and accounting processes of DFI;
(c) to assist the Board in addressing and acting upon any comments, recommendations and opinions of the auditor with respect to DFI’s accounts and financial statements;
(d) to provide the Board with recommendations on the accounting processes of DFI in response to the auditor’s findings;
(e) to identify strategic, financial and operational risks; evaluate and manage these risks; and
(f) to report regularly to the Board. The Audit and Risk Management Committee may revise its own terms of reference, subject to Board approval.
The Board must appoint a person to exercise the functions of Secretary to the General Assembly and to the Board. The Secretary assists in the conduct of the voting process and the counting of the votes, and prepares, disseminates and keeps the minutes of all meetings of the General Assembly, the Board and the Nominating Committee.
28.1 The Board may adopt internal working rules and policies called Standing Operating Procedures to implement the Articles of Association and regulate the daily operations of DFI.
28.2 The Board may change or repeal the Standing Operating Procedures in accordance with Article 18.3 “Resolutions of the Board”.
28.3 If there is a conflict between the Standing Operating Procedures and the Articles of Association, the Articles of Association prevail.
29.1 Any two Board members acting jointly may validly represent DFI towards third parties and in legal proceedings.
29.2 The Board may delegate, in writing, specific powers of representation to a Director, the Chief Executive Officer or another person.
29.3 Both the President and the Chief Executive Officer, acting alone, may validly represent DFI with respect to all matters of daily management, as defined in Article 20.2.
If the General Assembly decides to dissolve and liquidate DFI, it must appoint one or more liquidators and determine their powers. The General Assembly must also decide on the allocation of the net assets of DFI to ensure that it relates to the goals of DFI as mentioned in Article 2: “Purpose and Activities”. In any event, the allocation must be for a charity goal in accordance with Article 48, 7° of the Belgian law of 27 June 1921 (as amended).
31.1 After DFI is established, the country representatives approved by the Board become Full Members in good standing by law.
31.2 The Board in office after DFI is established, serves as Board until the first meeting of the General Assembly in 2019 other than a meeting by postal vote.
31.3 During the first term of office, the Board acts as the Nominating Committee.
31.4 This Article 31 expires at the end of the first meeting of the General Assembly in 2019 other than a meeting by postal vote.