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DRAFT STATUTES OF THE EUROPEAN RHINOLOGIC SOCIETYNAME AND REGISTERED SEATArticle 1
OBJECTS AND MEANSArticle 21.The objects of the Society are the following: a.to provide for a forum for the exchange of experience among accredited rhinologists and other specialists interested in rhinology and related disciplines; b.to stimulate and promote study, research and scientific advancement in the field of rhinology and related facial plastic surgery and allergology; c.to co-ordinate and disseminate information in the field of rhinology; d.and furthermore all that which is related to the above objects or may be conducive thereto, all this in the broadest sense of the words used. 2.The Society is a non-profit organization and may therefore not distribute profits among its members. 3.The Society endeavours to realise its objects by organising international congresses and publishing (research) reports, as well as by all other lawful means that may be conducive to the realisation of the objects. 4.The Society has no political or religious character and shall refrain from any activities in these areas. top MEMBERSHIPArticle 31.The Society has the following categories of members: a.regular members; b.junior members; c.senior members; d.honorary members. 2.Regular members are registered ear, nose and throat (ENT) specialists, or those in training to become such specialists, as well as physicians or scientists in the field of rhinology or related disciplines. 3.Junior members are ear, nose and throat (ENT) specialists in training as well as physicians or scientists in the field of rhinology or related disciplines who have not reached the age of 35 years. The junior membership will automatically be converted into the regular membership when the member reaches the age of 35 years. 4.Senior members are former regular members who have terminated their regular profession and who have submitted a request for senior membership. 5.The honorary membership of the Society may on nomination of members of the Advisory Board or of the Executive Committee be conferred upon physicians, scientists or other natural persons by reason of their exceptional achievements in the field of rhinology or related disciplines or by reason of their special merits for the Society. 6.The regular, junior and senior membership will be admitted by a decision of the Executive Committee on the basis of a request of the applicant. A honoray membership is awarded by the Executive Committee on the basis of a nomination. 7.If the Executive Committee rejects a request to be admitted as regular, junior or senior member, the applicant may within three months after receipt of the negative decision lodge an appeal with the General Assembly. The appeal with the General Assembly shall be submitted in writing to the Executive Committee, after which the appeal will be assessed in the next regular meeting of the General Assembly. 8.Where in these Statutes mention is made of members, this shall be deemed to refer to the regular, junior, senior and honorary members, unless the Statutes expressly provides otherwise. The junior, senior and honorary members have the same rights and obligations as the regular members, unless (one of) these categories of members have expressly been excluded therefrom or have been exempted therefrom in whole or in part in these Statutes, in the By-Laws or in resolutions that have been adopted in compliance therewith. Senior and honoray members can not become Secretary General, (Next or Past) President, Treasurer, Delegate, Associate Delegate or Regional Representative. top END OF MEMBERSHIPArticle 41.The membership of a member shall end: a.by the death of the member; b.by written cancellation by the member; c.by written cancellation on behalf of the Society; d.by disqualification. 2.Cancellation of the membership on behalf of the Society may be effected by the Executive Committee if a member has ceased to meet the requirements for membership as set forth in the Statutes, if he fails to perform his obligations towards the Society, and if it may reasonably not be required from the Society to let the membership continue. 3.Disqualification from the membership shall be effected by the Executive Committee. Disqualification may only be effected if a member acts contrary to the Statutes, the By-Laws or resolutions of the Society or unreasonably harms the Society. 4.Cancellation of the membership by the member or by the Society may only be effected at the end of a Society year and with due observance of a period of cancellation of four weeks. The membership may be terminated immediately by cancellation if continuation of the membership cannot reasonably be required. 5.A cancellation that has taken place in contravention with the provisions set forth in the preceding paragraph, will end the membership at the earliest permitted time following the date as per which the cancellation was made. 6.The member shall within three months after the receipt of the notification of the resolution for cancellation of the membership by the Society or a resolution for disqualification from the membership have the possibility to lodge an appeal against that resolution with the General Assembly. During the term of appeal and pending the appeal, this member shall be suspended. The appeal with the General Assembly shall be submitted to the Executive Committee in writing, after which the appeal will be assessed at the next regular meeting of the General Assembly. 7.If the membership terminates during the course of a Society year, the annual contribution for the entire Society year will nevertheless be due. top FINANCIAL OBLIGATIONSArticle 51.The regular members, junior members and the senior members shall be held to pay an annual membership fee, to be established by the General Assembly on proposal of the Executive Committee. To that end they may be classified into categories that are held to pay a different membership fee. 2.Honorary members shall not be due any membership fee. The Executive Committee shall in addition in special cases be authorised to grant full or partial exemptions from the obligation to pay membership fees. top CONSTITUENT BODIESArticle 6The Society has the following constituent bodies: a.The Executive Committee. b.The General Assembly. c.The Advisory Board. top EXECUTIVE COMMITTEEArticle 71.The Executive Committee has at least five members and shall consist of the Secretary General, the Next President, the President, the Past President and the Treasurer, as well as so many other Members as the General Assembly may determine. 2.The Next President shall after a proposal of the Advisory Board on a binding nomination of the Executive Committee be appointed by the General Assembly from among the regular members of the Society for the duration of one Term of Office. The Next President shall without any new appointment procedures and each time for the duration of one Term of Office subsequently have the position of President and Past President, and may after that not be reappointed as (Next or Past) President. One Term of Office is the period between the biannual congresses of the Society, commencing after the end of each congress and continuing until the end of the next congress, which may be changed by the Executive Committee under special circumstances. 3.The Secretary General and the Treasurer and other Members of the Executive Committee shall on a binding nomination of the Executive Committee be appointed by the General Assembly from among the regular members of the Society. 4.A binding nomination may declared non-binding by a resolution of the General Assembly with a majority of two thirds of the total number of votes that can be cast by the persons entiteld to vote, in a meeting in which at least five percent of the number of members entitled to vote are present. If the binding character has been removed and the nominated candidate has not been appointed, the Executive Committee shall be given the opportunity to submit a new binding nomination in conformity with this Article. 5.The Secretary General and the Treasurer and other members of the Executive Committee shall be appointed for the duration of three Terms of Office, and shall resign in conformity with a resignation schedule to be drawn up by the Executive Committee. These Members of the Executive Committee may only be eligible for immediate reappointment once for the duration of one Term of Office. 6.Each Member of the Executive Committee can at all times be suspended or removed from office by the General Assembly. A suspension that is not followed by a removal from office within six months shall end by the lapse of the said period. 7.The membership of the Executive Committee shall furthermore end: a.by death; b.by termination of the membership of the Society; c.by written resignation. 8.An Executive Committee that has one or more vacancies shall retain its powers, but shall as soon as possible take measures to fill the vacancies. top TASKS OF THE (MEMBERS OF THE) EXECUTIVE COMMITTEE AND REPRESENTATIONArticle 81.The Executive Committee is charged with the management of the Society. The Secretary General runs the Society and is responsible for the daily management and the development of the Society. Furthermore he prepares and conducts the meetings of the Executive Committee, the General Assembly and the Advisory Board and he is the substitute for the President in case of absence. The President has a representative function and is the substitute for the Secretary General in case of absence. The Next President prepares and organizes the biannual congress. The Treasurer cares for the finances of the Society. The functions of the Executive Committee as well as the operation and the internal decision-making procedures of the Executive Committee can be arranged for in greater detail in the By-Laws. 2.The Executive Committee shall have the right to have committees that are appointed by the Executive Committee to carry out certain parts of its tasks under its responsibility or to let itself be advised by such committees. 3.The Society shall be represented by full Executive Committee. Furthermore the Secretary General jointly with the President or the Secretary General jointly with the Treasurer can represent the Society. In case of absence or impediment of the Secretary General, the Society can be represented by the President jointly with the Treasurer. top MEETINGS OF THE EXECUTIVE COMMITTEEArticle 91.The Executive Committee shall meet at least once per two years during the biannual congresses, and furthermore as often as the Secretary General or two other Members of the Executive Committees deem this to be necessary. 2.The meeting shall be chaired by the Secretary General. In case of his absence the President shall act as chairman. 3.The Executive Committee shall adopt resolutions with the absolute majority of the votes cast. If the votes tie, the Secretary General shall decide. 4.Each Member of the Executive Committee shall have the right to cast one vote. Blank or invalid votes shall be deemed to have not been cast. 5.The Executive Committee may also adopt resolutions outside a meeting, provided that all Members of the Executive Committee have been given the opportunity to express their opinion and no Member of the Executive Committee raises any objections against this manner of decision-making. A resolution thus adopted shall be included in the minutes of the next meeting. 6.The Secretary General shall draw up minutes of the issues that have transpired at the meeting, which minutes shall be adopted and signed by the Secretary General and the President. top GENERAL ASSEMBLYArticle 101.The General Assembly consist of all members of the Society. In the Society the General Assembly shall have all powers that have not been assigned to the Executive Committee or to the Advisory Board by the law, these Statutes or the By-Laws. 2.The General Assembly shall as a rule meet once per two years, during the biannual congresses. For all other purposes the Executive Committee shall convene meetings of the General Assembly as often as the Executive Committee deems this to be necessary. 3.The Executive Committee shall furthermore at the written request of at least twenty-five members be held to convene an extraordinary meeting of the General Assembly within no more than three months after the submission of the request. If the request has not been granted within one month, the requesters themselves may convene a meeting in the manner in which the Executive Committee convenes meetings of the General Assembly. 4.The convocation of a meeting of the General Assembly shall be effected by the Executive Committee by means of a publication of the place, date, time and agenda of the meeting in the programme of the congress or in the official journal of the Society in which all official communications, notifications and announcements of events of the Society are published. For Statutes amendments and dissolution the convening period shall at least be three months. 5.In urgent cases, this at the discretion of the Secretary General, the prescribed manner and/or period of convening may be deviated from. top ACCESS AND RIGHT TO VOTEArticle 111.All regular, junior, senior and honorary members of the Society shall have access to the meetings of the General Assembly. Suspended members and suspended Members of the Executive Committee of the Society shall have no access to the meetings of the General Assembly. 2.The chairman of the General Assembly shall decide regarding access of other persons than the persons referred to in paragraph 1. 3.Each member of the Society shall have the right to cast one vote. Blank or invalid votes shall be deemed to have not been cast. A member may, in addition to his own vote, cast votes for no more than five other members. top DECISION-MAKING IN THE GENERAL ASSEMBLYArticle 121.The General Assemblies shall be chaired by the President. In case of his absence the Secretary General will act as chairman. 2.Resolutions of the General Assembly shall be adopted with the absolute majority of the votes cast in a meeting in which at least five percent of the number of members who have the right to vote are present, unless these Statutes, the law or the By-Laws prescribe a qualified majority and/or a greater quorum for any resolution. If the votes tie the chairman of the meeting shall decide. 3.All votes shall be cast orally, unless the chairman prefers the votes to be cast in writing. 4.The Secretary General shall draw up the minutes of the meeting, which minutes shall be adopted and signed by the chairman. 5.The By-Laws may give further rules in respect of the meetings of and the decision-making in the General Assembly. top ADVISORY BOARDArticle 131.The Society has an Advisory Board comprising of Delegates, Associate Delegates and Regional Representatives of the members of the Society. 2.If more than ten regular, junior or senior members originate from one and the same European country, the Executive Committee shall appoint from this group of members a Delegate who will represent the members from the relative country in the Advisory Board and who will have a right to vote. 3.If more than ten regular, junior or senior members originate from one and the same non-European country, the Executive Committee shall appoint from this group of members an Associate Delegate who will represent the members from the relative country in the Advisory Board and who will have no right to vote. 4.If less than ten regular, junior or senior members originate from one and the same European country, the Executive Committee shall appoint from this group of members a Regional Representative who will represent the members from the relative country in the Advisory Board and who will have no right to vote. 5.The Delegates, Associate Delegates and Regional Representatives shall be appointed for the duration of three Terms of Office and shall after that be eligible for immediate reappointment only once for the duration of one Term of Office. Each member of the Advisory Board may at all times be suspended or removed from office by the Executive Committee. top TASKS OF AND DECISION-MAKING IN THE ADVISORY BOARDArticle 141.The Advisory Board shall advise the Executive Committee regarding all relevant issues concerning the Society. Furthermore the Advisory Board shall be authorised to make proposals for future locations for congresses to the Executive Committee and to nominate candidates for the offices of Secretary General, Next President, Treasurer, Delegate, Associate Delegate and Regional Representative. The Advisory Board and its members shall see to it that new members from their countries shall meet the quality requirements set by the Society and shall furthermore as much as possible promote the communication between the Executive Committee and the members of the Society in the respective countries. To that end the Advisory Board shall maintain close contacts with these members and shall moreover in these countries look after the provision of information and the public relations of the Society. 2.The Advisory Board shall meet at least once per two years during the biannual congresses of the Society and furthermore as often as the Secretary General or five members of the Advisory Board deem this to be necessary. 3.The meeting shall be chaired by the Secretary General. In case of his absence the President shall act as chairman. 4.The meetings of the Advisory Board shall be attended by the Members of the Executive Committee of the Society. 5.Each Delegate shall have the right to cast one vote. Blank or invalid votes shall be deemed to have not been cast. 6.The Advisory Board shall adopt resolutions with the absolute majority of the votes cast by the delegates. If the votes tie the chairman shall decide. 7.The other tasks as well as the manner of operation and the internal decision-making procedures of the Advisory Board shall be arranged further in the By-Laws. top ANNUAL REPORT, ACCOUNTABILITYArticle 151.The Society year shall be equal to the calendar year. 2.The Executive Committee shall be held to keep such records of the financial position of the Society that its rights and obligations may be known from them at all times. 3.The Executive Committee shall annually, within six months after the end of the Society year draw up a balance sheet and a statement of assets and liabilities, and send these together with its Annual Report over the past Society year as a supplement along with the official journal of the Society, to all members of the Society. While submitting the Annual Report and the statement of assets and liabilities, the Executive Committee shall on the meeting of the General Assembly held during the biannual congresses, render an account regarding the course of affairs in the Society and the policies pursued in the relative Society year. If in any Society year no meeting of the General Assembly as referred to in Article 10 paragraph 2 or Article 10 paragraph 3 is held, the period for the rendering of the account and the adoption of the annual accounts and the annual report shall be prolonged until the next meeting of the General Assembly. After this (prolonged) period each member may claim the rendering of the account from the Executive Committee in court. 4.The General Assembly shall appoint from among the members a financial committee consisting of at least two persons who must not be members of the Executive Committee. The financial committee shall examine the account rendered by the Executive Committee and shall issue a report to the General Assembly regarding its findings. 5.The Executive Committee shall be held to keep the administrative and financial documents referred to in this Article in custody during the statutory period of seven years. top CONGRESS AND SCIENTIFIC MEETINGSArticle 161.Under the auspices of the Society an international scientific congress shall be organised, as a rule once per two years. 2.The Next President shall be responsible for the organisation of the congress which will be held in the country where he resides. 3.Congresses, scientific meetings and courses that are organised under auspices of the Society shall require the approval of the Executive Committee and will have to meet the criteria set by the Executive Committee or the By-Laws. top AMENDMENT OF THE STATUTESArticle 171.The Statutes of the Society can only be amended by means of a resolution of the General Assembly adopted in a meeting convened with notification of the fact that an amendment of the Statutes will be proposed there. 2.The proposal to amend the Statutes must be published by the Executive Committee at least three months before the date of the meeting of the General Assembly and will have to be included in the agenda included in the convening notice for the said meeting. 3.A resolution to amend the Statutes shall require a majority of at least two thirds of the valid votes cast in the meeting of the General Assembly. 4.An amendment of the Statutes shall not have any effect until a notarial deed has been drawn up thereof. Each Member of the Executive Committee shall be authorised to have the said deed executed. top WINDING-UPArticle 181.The Society may be wound up by means of a resolution of the General Assembly. The provisions set forth in the paragraphs 1, 2 and 3 of the preceding Article shall be applicable mutatis mutandis. 2.After its winding-up the Society shall continue to exist in so far as this is necessary for the liquidation of its assets. During the liquidation the provisions of these Statutes shall as much as possible remain in full force and effect. In documents and announcements issued by the Society, the words "in liquidation" shall be added to its name. 3.The liquidation shall be effected by the Executive Committee, unless the General Assembly provides otherwise. 4.Any positive balance remaining after the liquidation shall as much as possible be appropriated in accordance with the objects of the Society, to be determined by the General Assembly. 5.After the liquidation the books and records of the Society shall during a period of seven years be kept in custody by the person appointed for that purpose by the General Assembly. top BY-LAWSArticle 191.The Executive Committee shall draw up By-Laws that require the approval of the General Assembly. In the By-Laws the issues are arranged that have to be arranged pursuant to these Statutes or otherwise. 2.The Executive Committee shall, after approval by the General Assembly, be authorised to amend the By-Laws. 3.The By-Laws may not contain any provisions that are in conflict with the law or with these Statutes. top CLOSING PROVISIONSArticle 201.These Statutes, the By-Laws and all resolutions, agreements or other arrangements connected therewith or arising therefrom, shall exclusively be governed by the laws of The Netherlands, and exclusively the Dutch courts in Utrecht shall be competent to hear any disputes arising therefrom. 2.In all cases in which the law, these Statutes or the By-Laws of the Society do not provide, the Executive Committee shall decide. top CLOSING STATEMENTFinally the Appearers declared:a.that the address of the Society is: ..........................................................…………………….; b.that for the purposes of the execution of and in so far as necessary in deviation from the provisions set forth in Article 7 of these Statutes, the Executive Committee of the Society shall be comprised as follows: 1...................., residing at ..................... as Secretary General; 2...................., residing at ..................... as President; 3...................., residing at ..................... as Next President; 4...................., residing at ..................... as Past President; 5...................., residing at ..................... as Treasurer; 6...................., residing at ..................... as Member. |
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