STATUTE OF THE INTERNATIONAL ASSOCIATION of PHONOSURGERY

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A910667/0SS

This twenty-eight day of January, in the year nineteen hundred and ninety-one, there appeared before me, Mr Hugo Brouwer, notary-public in the municipality of Groningen, the Netherlands :

de heer Olav Matheus Johannes Maria Beek, born at Arnhem on the twentieth day of June nineteen hundred fifty-five, adviser, residing at 9884 PH Niehove, Kloosterweg 2;

acting in the present matter as mandatary of :

Dr H.F. Mahieu, born on the twentieth day of November nineteen hundred fifty-five, Ear-, Nose- and Throat surgeon, residing at 1405 EL Bussum, Regentesselaan 8,

acting as the president of The International Association of Phonosurgeons, founded in Belgrado,Yugoslavia, on the twelfth and fourteenth day of July nineteen hundred and ninety,

which mandate is apparent from an underhand document of attorney which after having been acknowledged as being genuine in accordance with the law will be attached to the present instrument.

The appearer declared that in Amsterdam, the Netherlands, on the twenty-second day of June nineteen hundred ninety-one, it has been resolved to lay down regulations of the society as specified hereinafter.

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ARTICLES

Article 1.

The International Society of Phonosurgeons, which has existed in fact since July nineteen hundred and ninety now adopts the name of : International Association of Phonosurgeons (agreed to abbreviation IAP), which is the name of the society.

Article 2.

The IAP is registered in Amsterdam, the Netherlands.

Article 3.

The duration of the IAP is unlimited.

Artlcle 4.

1. The Association shall be composed of physicians from different countries (any country of the world) interested in phonosurgery. The International Association of Phonosurgeons has to be a functional interface between all specialists dealing with phonosurgery - phoniatricians, laryngologists, plastic, maxillofacial and pediatric surgeons and other related specialists.

2. The purpose of IAP shall also be :

a. to encourage the scientific and clinical investigations in the field of the phonosurgery;

b. to exchange knowledge and ideas among the members of IAP in the forms of meetings, publications and workshops;

c. to influence team-work in phonosurgery, covering all surgical and functional components of therapy, including voice and speech re-education;

d. to develop educational activities related to phonosurgery.

Article 5.

1. All those specialists from any country of the world, who are interested in phonosurgery, voice- and speech physiology and pathology can become members of IAP. The number of members is unlimited.

2. The admission is individual and must be sponsored in writing by two or more members of IAP. Credentials will be reviewed by the Board and, if approved, members will be elected by the General Assembly, on simple majority vote by the members present.

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3. Membership shall end :

a. By the death of the member.

b. By the member terminating his/her membership. Said termination can only take place towards the end of the society's year and observing a notice of four weeks. Members shall not be authorised by cancelling their membership to exclude any resolution by which the obligations of members of a financial nature have been made more severe, from applying to themselves.

c. By the society cancelling the membership. This may take place if a member has stopped meeting the requirements laid down by the general meeting with regard to membership, and when the society may not in fairness be expected to continue the membership. Said cancellation shall be effected by the board.

d. By expulsion from membership. This can only be effected when a member acts in violation of these articles, rules or resolutions of the society or does harm to the society in an unreasonable manner. Such expulsion shall be effected by the board.

Article 6.

Each member must pay his annual membership fee fixed by the General Assembly on proposition of the Board. The membership fees come due on the first of January and are valid for the following twelve months. Each membership fee belongs to the Association. Members shall not be excluded for non-payment of membership fees if their delinquency is the result of bona fide economical conditions, which will be reviewed by the Board.

Article 7.

Each member of IAP is obliged to :

- Participate as far as possible in the meetings and the activities of the Association;

- Support all actions of the Association;

- Communicate all useful information to the Association.

Article 8.

1. The President of IAP is elected by the General Assembly, for a period of two years, on simple majority vote by the members present. He presides over the Board. The immediate past President shall serve as a member of the Board for another two years (until the next congress).

2. a. The President is in charge of the organization of the next congress of the Association.

He is elected till next congress.

b. He calls the meetings of the Board and acts as chairman.

c. He has the right to appoint special commissions.

d. The President represents the Association in all business with the third parties and authorities,

as well as in juridical matters.

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Article 9.

The Association is headed by a Board of eight members (including the immediate past President). The Board members are elected for a period of six years, by the General Assembly, on the simple majority vote by the members present.

a. Members of the Board may be re-elected once. For the sake of continuity, the Secretary and the Treasurer may be repeatedly re-elected.

b. The members of the Board serve without fees, only compensation for disbursements verified by proper vouchers is allowed.

c. After having been elected, the Board elects among its members :

- a General Secretary;

- a General Treasurer.

d. The Board meets as often as the interest of the Association so requires, and at least once a year on the call of the President, or in case of need on the call of another Board member appointed by the President.

e. At the meetings, the President is chairman, or in case of his absence, a board member appointed by him.

f. Five Board members form a quorum.

g. All resolutions and decisions shall be based on majority vote of the members present. When the votes are even, the Chairman has the casting vote.

h. Minutes shall be kept of the deliberations and these shall be signed by the Chairman and the Secretary, and distributed to the membership.

i. The Board carries out all actions and business, which have been decided upon by the General Assembly, and has the power to make decisions and carry out all matters which are not explicitly the responsibility of the General Assembly.

j. The Secretary will keep written minutes of all meetings and inscribe these in register, for which he is responsible.

k. He will keep the archives and is responsible for their care.

l. His work has to be written in English.

m. The Secretary will also prepare the Biannual Bulletin of IAP, which has to be published after the congress and distributed to the membership.

n. The Treasurer is in charge of the property of the Association. He collects the membership fees and makes disbursements upon instructions of the President.

o. He proposes the budgets.

p. The Treasurer will open a bank account in the currency that is convertible in the western countries. He will administer all money and papers of value under the supervision of the President.

q. The current correspondence of the Association may be signed by single members of the Board, namely : the President, the Secretary or the Treasurer.

r. The Board has the most extended authority to take decisions in matters which are not foreseen in the by-laws, so long as they do not change the spirit of the Association.

Article 10.

The General Assembly is composed of all members of the Association.

a. They have a regular meeting on a date fixed by the Board on the invitation of the President. When the interests of the Association so requires, a special meeting can be held, either on request of the Board, or on request of ten percent (10 %) of the regular members.

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b. The biannual congress consists of the professional administrative part and a scientific part, which is devoted to the topics chosen by the Board.

c. The supreme body of the Association, the General Assembly, properly called and constituted, makes decisions which are valid for all members, even if they are absent or against these decisions.

d. It nominates and revokes the members of the Board (including the President), decides about the (bi)annual reports of the Board, outlines the policy of the Association and gives general directions to the Board.

e. The decisions of the General Assembly are made by majority vote of the individual members present, providing a quorum of no less than thirteen members is present.

f. The General Assembly may change the by-laws, on proposal of the Board, or on written request from at least ten members of the Association.

g. Everything which is not under authority of the General Assembly shall be the responsibility of the Board.

Article 11.

1. The Board is obliged to keep books and records of the financial affairs of the society in such a manner that its rights and obligations can be known at any time.

2. The Board shall present its annual report to a General Assembly which is to be held within six months after the end of the society's year, save extension of this period by the General Assembly, and while submitting a balance sheet and a statement of income and expenditures, the Board shall make a statement of accounts in respect of the administration carried on by the Board in the past bookyear.

After the said period has elapsed, every member has the right in law to claim said statement of accounts from the Board.

3. Every year the General Assembly shall appoint from among its members an audit-committee comprising at least two persons who must not be members of the Board.

Said audit-committee shall examine the statement of accounts produced by the Board and shall make a report thereon and submit it to the General Assembly.

4. The Board is obliged to provide any and all information to the audit-committee which it may ask for and if requested by the audit-committee, to show it the cash and any other assets, and to grant it access to the books and records of the society.

The audit-committee shall have the right to call upon consultants.

5. The mandate of the audit-committee may be revoked by the General Assembly at any time, but only by the appointment of another committee.

6. The Board shall keep the documents referred to in the paragraphs 1 and 2 above for a period of ten (10) years.

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Article 12.

1. No modifications shall be made to these articles but by means of a resolution by the General Assembly which has been called by means of a covering letter in which it is also announced that at the meeting in question, modification of the articles will be proposed.

2. The persons who have sent the calls for the General Assembly which is to deal with a proposal for modification of the articles shall deposit a copy of the said proposal, which contains the verbatim text of the proposed modification, in a suitable place for the members to inspect the proposal at least four (4) weeks before the meeting, until the end of the day on which the meeting is to be held.

Moreover, any member who should so request shall be provided with a copy as referred to above.

3. Any resolution to modify the articles shall require a majority of at least two thirds of the votes cast.

Article 13.

1. The society may be dissolved by resolution of the General Assembly. The provisions of paragraphs 1, 2 and 3 of the preceding article 12 shall have similar application.

2. When it is resolved to dissolve the society, a resolution shall also be taken concerning any surplus of the society.

In this context the object of the society shall be taken into account as much as possible.

Article 14.

1. The General Assembly shall have the right to adopt by-laws.

2. Obligations may also be imposed on members by means of by-laws.

Article 15.

1. In respect of any matters not provided for by these articles or the law, the Board shall be competent to decide.

2. Dutch law apply to the present society

3. Any disputes which may arise between any member and the Board and between any member and the society and which have to be submitted to a judge's opinion should be put before the district court at Amsterdam, The Netherlands, to the exclusion of any other forum.

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The appearer is not to me, notary-public.

In evidence of which this original instrument has been drawn up and executed at Groningen on the day written at the head of this instrument.

Having been informed of the contents of this intrument, the appearer declared that he had taken notice of the contents of this instrument and did not desire it to be read out to him in full.

Subsequently, this instrument, after parts of it had been read out aloud, has been signed by the appearer and by me, notary-public.