Textiles and much more

1. To provide a basis on which manufacturers of Surgical Dressings – as defined, for purposes of this Constitution, under Section 2 below – may co-operate to promote the welfare of the industry.
2. To consider all legislative measures and proposals, EU Directives, Regulations and Enactments, and any matters of a like nature that may affect the industry, and to take whatever measures may be considered necessary in respect thereto.
3. To co-operate from time to time either through National Governments or directly with EU legislative departments, other associations or groups of manufacturers, users or others, whether within or outside the EU, in any matter which affect the industry.
4. To interchange statistics and market information through a neutral firm of certified public accountants or in any suitable manner which is approached by the Members, affecting the industry and its markets, provided always that the Association shall not be competent to make any agreement or recommendation or impose any regulation that will be outside the law of the EU or National Governments and provided also that such interchange of information shall be voluntary and that the summarized information shall only be circulated to those Members who have contributed to them.

For the purpose of this Constitution, the term “Surgical Dressings” shall include

1. Absorbent Cotton, Absorbent Viscose Wadding or Cotton/Viscose mixtures, for surgical or medical purposes
2. Bandages for surgical or medical purposes
3. Woven or non-woven materials for surgical or medical purposes
4. Lint or gauze for surgical or medical purposes
5. Dressings, made from natural or synthetic materials, such as:
   • Absorbent Cotton Balls for surgical or medical purposes
   • Swabs for surgical or medical purposes
   • Synthetic dressings and other modern wound management products
   • First Aid Dressings for surgical or medical purposes
   • Dressing Packs or other types of custom procedure trays or kits for surgical or medical purposes
   • Incontinence Pads for surgical or medical purposes
6. Adhesive products (including adhesive plasters) for surgical or medical procedures and/or purposes
7. Orthopaedic padding and casting products

The term “Surgical Dressings” shall not include articles for feminine hygiene or sanitary protection (sanitary towels, tampons etc.).

• Absorbent Cotton, etc. (2.1)
  • Opening & Cleaning
  • Bleaching
  • Carding
  • Converting
  • Sterilization
• Bandages, Lint, Gauze, Dressings (2.2, 2.3, 2.4, 2.5)
  • Weaving
  • Bleaching
  • Finishing
  • Converting
  • Sterilization
• Adhesive Products & Plasters (2.6)
  • Manufacture of plasters base materials
  • Spreading
  • Converting
  • Sterilization
• Orthopaedic products (2.7)
  • Manufacture of base material
  • Converting
  • Sterilization

1. Eligible for membership are individual companies who are meeting the criteria under Section 4 par. II, III and IV.
2. Notwithstanding Section 4 par. III, Member companies must manufacture within Europe at least one of the defined dressings (see Section 2) and must carry out one or more of the defined processes in addition to converting (see Section 3).
3. In line with the Council Directive 93/42/EEC of 14 June 1993 concerning medical devices (as amended), and namely with its Article 1 par. 2 lit. (f), also companies with responsibility for the design, manufacture, packaging and labelling of a Surgical Dressing before it is placed on the market under their own name, are eligible for membership in the Association.
4. All member companies must have an annual turnover in Surgical Dressings (within the meaning of Section 2 and 3 above) of not less than 5 Mio € (Five Million EURO). This requirement can, at the discretion of the Members deciding on the application for membership of a potential new member company, be waived.
5. Although the founder Members of the Association are companies established within the former E.E.C., it is not intended to restrict membership solely to Common Market countries and new applications for membership from European companies, either within the EU or not, will be considered in the light of the qualifications outlined under Section 4 par. II, III and IV above, and acceptance will be subject to a vote in accordance with clause 10.

New Members, following the acceptance of their application, will sign a copy of this Constitution, such signature implying a full understanding and acceptance of all the terms therein.

Any Members may withdraw from this Constitution by giving to the Secretary not less than one month’s notice in writing of their intention to do so, such decision taking effect at the end of the respective calendar year. Any Member withdrawing from the Constitution shall remain responsible for the discharge of his share of any liability incurred by the Association while they remained a Member.

Unless the need arises, there shall be no full-time and no paid officers of the Association.
The following Officers will be elected for a period of two years:

• Chairperson
• First Vice-Chairperson
• Second Vice-Chairperson
• Treasurer

The Chairperson and two Vice-Chairpersons will be elected from three different countries. On the resignation of the Chairperson, the First Vice Chairperson will automatically become Chairperson; a new second Vice-Chairperson and Treasurer will be elected.

A Secretary of the Association will be appointed by the Chairperson.

Unless the need arises, the Association shall have no permanent office, the headquarters of the Association being the office of the existing Chairperson at any one time.

The normal expenses of running the Association, such as the cost of meeting rooms will be shared equally by member companies, and the cost of meals and other social costs will be shared equally by the individuals attending.

Fixed costs, e.g. subscriptions to associated bodies, administrative expenses of the Chairperson’s office etc. will be covered by an annual membership fee to be agreed annually and due from all Members. Any Member not  paying the subscription due within 12 months of the date of invoice shall be excluded from the Association.

At least once a year, the Treasurer will present to the meeting an account, showing how the membership fee money has been disbursed.

If there remains an uncovered balance, the Members attending such meeting decide how to cover such balance; any surplus will be transferred to the incoming Chairperson for credit to the membership fee account.

It is intended that the normal language of the Association shall be English, but every effort will be made to meet the problems of Members who are not fluent in the English language and, wherever necessary, correspondence in other languages will be acceptable.

Members may vote by means of a written proxy. A two-thirds majority of Members present, including Members who have submitted proxies, will be required for any resolution including for votes on the acceptance of new Members. Voting is restricted to one vote per member company.

There is no quorum necessary for resolutions which are made in an official meeting of the Association. In case a vote in a meeting which is not announced with the agenda of a meeting in accordance with Section 12 of this Constitution, the vote is only valid if the Members not represented at the meeting have been given the possibility to submit their vote in writing within four weeks after a respective request of the chairperson; in case of genuine emergency, the term of four weeks may be reduced at the discretion of the chairperson.

In all other cases, the quorum is at half of the total membership of the Association unless this Constitution explicitly requires a higher quorum.

Except in the case of genuine emergency, at least four weeks’ notice of meetings including the draft agenda identifying proposed decision items will be given to all Members, such notice being from the date of posting by the Secretary.

The Constitution shall not be altered except by resolution which obtains a two-thirds majority of all Members. Written proxies will be valid.

Minutes of all meetings shall be kept by the Secretary who will circulate such Minutes to all existing Members within six weeks of every meeting.

Members should conduct their business activities in accordance with the requirements of the applicable competition and procurement laws. Within this general mandatory frame, the Members agree to keep secret the information shared within the Association unless the Members explicitly agree to release public statements on certain topics.

The Association shall continue to exist until such time as it is terminated by the vote of a three-quarters majority of all Members. The Association will automatically cease to exist if the number of Members falls below ten, or if the number of countries represented falls below four.

This edition replaces all previous versions of the Constitution of the Association.

Membership of the Association is currently comprised of the companies listed in Appendix 1 to this Constitution who each have appended their signature to the terms of the Constitution at the date of their joining of the Association. Future Members shall demonstrate the acceptance of this Constitution by signing a copy of this document.