ARTICLES
NAME AND REGISTERED OFFICE
Article 1
1. The Society shall bear the name: EUROPESE FEDERATIE VAN IMMUNOLOGISCHE VERENIGINGEN (European Federation of Immunological Societies), referred to hereinafter as 'The Federation'.
2. The Federation shall have its registered office in the municipality of Utrecht (the Nether lands). The actual domicile shall be the address of the General Secretary of the Federation.
OBJECT
Article 2
1. The Federation shall have as its object:
a. the organisation of international cooperation in the
field of immunology and the promotion of communication between the various
branches of immunology and associated subjects;
b. the encouraging and promotion of cooperation between
the Federation and other groupings concerned with promoting the interests
of immunology within a specific, scientifically independent, geographical
area;
c. the promotion of and contributing to the furtherance
of immunology in all respects.
2. The Federation shall seek to realise this object among other things
by:
a. setting up committees for special purposes;
b. organising international gatherings and conferences;
c. cooperating with other scientific organisations;
d. acting as a member of the 'International Council of
Scientific Unions', in accordance with the Articles of that legal person;
e. doing all that which may promote the realisation of
the object of the Federation, in the widest sense.
MEMBERSHIP
Article 3
1. a. The Federation shall contain ordinary members and internationally
cooperating members.
b. Ordinary members are scientifically independent
groups, which represent all immunologists active within a particular, geographical
area. Such a group may consist of a scientific society, a group of scientific
societies, or a body specially set up for the purpose of becoming a member
of the Federation.
For each scientifically independent geographical area, only one group
as referred to hereinbefore shall be admitted as a member.
c. Internationally cooperating members are groups of
scientists or organisations of scientists in the field of immunology or
related disciplines, originating from different, scientifically independent,
geographical areas, founded for the purpose of scientific cooperation.
d. Natural persons may not be individual members of the Federation.
2. a. A member may be admitted after a written request thereto has been
submitted to the Board, which shall then make a decision concerning the
admission. In the event of non-admission by the Board, the General Assembly
may still decide to allow admission. Only those groups which support the
objectives of the Federation and which are prepared actually to work together
on the activities of the Federation shall be admissible as members. The
Board may make further requirements regarding the level of organisation
of a group wishing to become a member, to the effect that such a group
must be a legal person (formal or informal).
b. In the event of rejection by the Board of a request for membership,
the aspiring member may appeal to the next General Assembly of the Federation,
which shall decide on that appeal by simple majority of votes.
3. The secretary of the Federation shall maintain an accurate register of members.
4. Membership shall not be transferable.
SUSPENSION
Article 4
The Board shall be empowered to suspend a member for a maximum period of six months in the event that the member repeatedly acts in conflict with its membership obligations or through its actions or behaviour has seriously damaged the interests of the Federation. During the period that a member is suspended, the rights attaching to membership cannot be exercised.
ENDING OF MEMBERSHIP
Article 5
1. Membership shall end:
a. by winding up of the group concerned;
b. by termination by the member;
c. by termination on behalf of the Federation;
d. by expulsion
2. a. Termination of membership by the member may only take place towards
the end of a calendar year. It must be effected by written notice, which
must be in the possession of the secretary before the first of November.
The secretary must acknowledge receipt of said notice in writing within
three weeks. If notice has not been submitted in good time, the membership
shall continue until the end of the next following Federation year, unless
the Board decides otherwise or unless it cannot reasonably be demanded
of the member that it should allow the membership to continue.
b. A member may terminate its membership with immediate
effect within one month of its being notified of a decision to convert
the Federation into a different legal form or a decision to effect a merger.
3. Termination of membership by the Federation may be effected towards the end of the current calendar year by the Board, by the giving of at least three weeks' notice, if the member, after having been repeatedly reminded thereof in writing, has by the first of November failed to meet completely its financial obligations vis-ˆ-vis the Federation, or to meet the requirements which may be set for membership at any time by the Articles. Termination by the Board may result in immediate termination of the membership if it cannot reasonably be demanded of the Federation that it should allow the membership to continue. Notice of termination shall always be given in writing, stating the reason(s).
4. Expulsion of a member shall only be permitted where a member acts or has acted in conflict with the Articles, Rules or decisions of the Federation, or where the member concerned harms or has harmed the Federation in an unreasonable manner. The expulsion shall be effected by the Board, which shall immediately notify the member concerned of the decision, stating its reasons(s). The member concerned shall be entitled, within one month of receipt of the notification, to appeal to the General Assembly, which shall decide on the appeal at its next meeting. During the term of the appeal and pending the appeal, the member shall be suspended. A decision to expel the member by the General Assembly must be taken with a majority of at least two thirds of the number of validly cast votes.
5. Termination of its membership by a member shall not entitle the member to rule out the applicability to itself of a decision by virtue of which the financial obligations applicable to members on the basis of these Articles are made more stringent. This shall not affect the possibility of termination in accordance with section 2 of this Article.
FUNDS
Article 6
1. a. The funds of the Federation may be formed among other things from:
- member's contributions;
- allocations;
- donations;
- subsidies;
- sponsorship monies;
- income from the Federation's activities;
- bequests and gifts.
b. Legacies shall only be accepted by the Federation under beneficium
inventarii.
2. The General Assembly shall be empowered to introduce contribution categories.
THE BOARD
Article 7
1. The Board shall be charged with the administration of the Federation, with due observance of the provisions of Article 8.
2. The Board shall consist of at least four administrators. The number
of administrators shall be fixed by the General Assembly.
If the number of administrators has fallen below the minimum, the Board
shall retain its administrative authority as long as at least two administrators
remain in office. The Board must do its best to ensure that the Board is
reconstituted in accordance with these Articles as quickly as possible.
3. a. The administrators shall be appointed by the General Assembly
at the recommendation of a committee chosen from amongst its members or
from the delegates, and consisting of three persons. This committee must
be appointed by the Board approximately one year before the General Assembly.
The Chairman of the Board shall be ex-officio chairman of this committee.
The committee shall prepare a nomination containing the name of at least
one candidate for each office with the exception of the office of Vice-
Chairman, for which the names of at least two candidates must be included.
The committee must assure itself in advance of the willingness of the candidates
to accept a possible nomination. The nomination must be submitted to the
General Secretary three months before the date of the General Assembly.
The General Secretary shall immediately forward the nomination to the secretary
of each group which is an ordinary member of the Federation. Following
completion of the election of the Board, the committee referred to in this
section shall be automatically dissolved.
b. An administrator must be a member of an ordinary
member or an internationally cooperating member.
c. The members of the Board shall be elected by
the General Assembly, on the proviso that only the delegates of the ordinary
members and the administrators in person shall have voting rights in Board
elections. If an administrator is also a delegate of an ordinary member
he shall be entitled to cast only one vote. In the elections, that person
shall be chosen who has received more than half the votes. In the event
that no-one has achieved this majority, a second ballot, if necessary following
an interim ballot, shall be held between the two persons who have received
the largest number of votes, and that person shall be elected who receives
the highest number of votes in this ballot. In the event of a tie in this
second ballot, the outcome shall be decided by drawing lots. The votes
shall be cast by means of sealed, unsigned ballot papers.
4. The administrators shall be appointed to their office by the General
Assembly of members. The administrative functions shall be:
a. Chairman:
The Chairman shall be appointed for a period of approximately three
years, normally running from the end of one General Assembly to the end
of the General Assembly hold approximately three years later.
The Chairman shall be charged with convening and chairing all General
Assemblys and all Board Meetings and with acting as official spokesman
for the Federation. The chairman may coopt further individuals for specialized
tasks outside the scope of the elected board.
b. Vice-Chairman:
The Vice-Chairman (also incoming Chairman) shall be appointed for a
period of three years, after which he shall normally be appointed Chairman.
The Vice-Chairman shall be charged with replacing the Chairman at the latter's
request or in the event of the latter's absence or inability to fulfil
his task.
c. General Secretary and Treasurer:
The General Secretary and the Treasurer shall be appointed for a period
of three years but may be reappointed for a maximum of four consecutive
periods of three years, so that they may fulfil their respective functions
for a total of at most fifteen years.
The General Secretary shall be responsible for the timely sending out
of all documents which are necessary for the proper functioning of the
General Assembly and the Board, as well as for maintaining the non-financial
records (and archives) of the Federation, and for maintaining contacts
with the members and all other relevant organisations, as well as for the
publication of the Federation's journal at regular intervals.
The address of the General Secretary shall be the head offices of the
Federation. The Treasurer shall be responsible for preparing the budget
of the Federation, collecting the contributions, applying for and acknowledging
subsidies etc. and, finally, for compiling the annual accounts of the Federation
(balance sheet with profit and loss account and accompanying notes). The
Treasurer shall provide a verbal explanation of the accounts at the General
Assembly.
d. Outgoing Chairman:
The most recent outgoing Chairman shall be an ex-officio member of
the Board.
5. The General Assembly may suspend or dismiss a Board member. For a decision to this effect a majority of at least two thirds of the validly cast votes shall be required.
6. The administrators shall be entitled to resign, provided at least three months' notice is given thereof in writing.
7. Every three years at least one member of the Board shall retire in accordance with a rota to be determined by the Board, in the manner as referred to in section 4 hereinbefore.
8. The Board shall be empowered to enter into agreements for the acquisition, disposal or encumbrance of registered goods, for agreements whereby the Federation acts as guarantor or undertakes several liability as a co-debtor, makes out a case for a third party or undertakes to provide surety in respect of the debt of a third party.
REPRESENTATION
Article 8
1. The Board and/or the Chairman, together with at least another member of the Board shall be empowered to represent the Federation judicially and extra-judicially. They may also have themselves represented in this respect by a party specially authorised thereto in writing. 2. The Treasurer may be accorded limited or full representative authority by the Board in so far as the exercise of his task is involved.
FINANCIAL YEAR/ACCOUNTING, BUDGET AND ANNUAL ACCOUNTS
Article 9
1. The financial year shall be concurrent with the calender year.
2. The Board must keep records concerning the capital position such that the rights and obligations can at all times be determined therefrom.
3. The Board must retain the documents referred to in section 2 and those referred to in Article 10 for a period of ten years.
4. 1. Each year, at least three months before the start of the following financial year, the Treasurer shall submit a budget to the Board for the following financial year for adoption. The Board shall adopt the budget before the start of the new financial year.
2. a. Within the budget the Treasurer may, after having obtained the
approval of the Chairman, reschedule expenditure up to a maximum of twenty-five
per cent (25%) of the total budgeted expenditure.
b. The Treasurer may, after having obtained the approval
of the Chairman, exceed the budgeted expenditure by a maximum of twenty-five
per cent (25%) of the total budgeted expenditure or, if this is less, ten
per cent (10%) of the general reserve of the Federation according to the
most recently adopted annual accounts.
c. Other instances of rescheduling/exceeding than those
referred to in sub a and sub b hereinbefore shall only be permitted with
the consent of the Board.
3. In the event that, for any reason whatsoever, a budget has not (yet) been adopted by the Board, the Treasurer shall be empowered to undertake expenditures as adopted in the most recently adopted budget, without prejudice to the provisions of section 2 hereinbefore.
GENERAL ASSEMBLY
Article 10 (delegates)
1. The General Assembly of the Federation shall consist of:
a. delegates of the ordinary members;
b. delegates of the internationally cooperating
members;
c. delegates of the standing committees of the Federation.
2. Each ordinary member shall be entitled to appoint delegates to the
General Assembly as follows:
- an ordinary member with between zero and five hundred (0-500) members:
one delegate;
- an ordinary member with between five hundred and one and one thousand
(501- 1000) members: two delegates; - an ordinary member with more than
one thousand (1000) members: three delegates.
In the event that the delegation of an ordinary member consists of
more than one delegate, these delegates must choose a head of that delegation
before the annual meeting, and must notify the General Secretary hereof
in writing. This delegation head shall cast the votes of the delegation
on behalf of the delegation.
3. Each internationally cooperating member and each standing committee shall be entitled to appoint one delegate to the General Assembly.
4. The delegates referred to in sections 2 and 3 shall be appointed for approximately three years, normally covering the period between the start of one General Assembly and the end of the next relevant General Assembly.
Article 11 (Convocation)
1. The General Assembly shall be convened by the Board, with at least three months' notice being given. The convocation shall be effected by means of written notification to be sent to all members.
2. Apart from the meeting referred to in Article 10, General Assemblys shall be held as often as the Board deems this to be desirable, and also as often as this is requested in writing, stating the topics to be discussed, by at least such a number of delegates as is entitled to cast one tenth of the votes relating to organisation/administrative subjects at the General Assembly, if all those delegates are present at that meeting.
3. After receipt of a request as referred to in section 2, the Board must convene a General Assembly within a term of not longer than six months. If within a period of two months of receipt by the Board of the request to convene a meeting the Board has not acted hereupon, the requesting parties shall themselves be entitled to convene such meetings, in the manner in which the Board convenes the General Assemblys.
Article 12 (decision-making)
1. a. Only delegates shall be admitted to the General Assembly. They
shall each have one vote at such a meeting, without prejudice to the provisions
of article .. section .. hereinbefore. Delegates may not vote by proxy.
b. Only Board members and the delegates of the ordinary
members shall participate in votes on matters of a mainly organizational/
administrative nature which concern the Federation itself (including the
election of administrators). They shall decide by simple majority of votes,
unless these Articles prescribe a larger majority.
c. All delegates shall participate in votes on matters
of a mainly scientific nature. d. In cases of doubt regarding
the nature of a subject (scientific or organizational/ administrative)
the Chairman shall decide. e. Decisions may only be taken if
one fifth of the delegates to the meeting are present.
2. A decision taken unanimously in writing by all delegates, even if these have not come together at a meeting, shall, provided it is taken with the prior knowledge of the Board, have the same force as a decision of the General Assembly. Such a decision shall be recorded by the secretary in the minutes, and it shall be reported during the next following General Assembly.
3. Voting on matters shall take place orally, voting on persons shall take place by written ballot. The carrying of proposals by acclamation shall be possible provided this occurs at the suggestion of the Chairman and with the consent of the meeting.
4. All proposals shall be decided by absolute majority of votes, in so far as the Articles do not stipulate otherwise. In the event of a tie of votes the proposal shall be rejected.
5. "Votes" are understood to mean validly cast votes. Abstentions shall not be valid votes. Those who abstain or cast invalid votes shall only be counted in order to determine the quorum.
6. A judgement expressed by the Chairman at a meeting as to the result of the vote shall be final. However, if immediately after the expression of this judgement its correctness is disputed, a new vote shall take place if the majority of the meeting or, if the original vote was not carried out severally or by written ballot, a person entitled to vote and who is present, so wishes. As a result of this new ballot, the legal consequences of the original ballot shall lapse.
Article 13 (leadership, minutes)
1. The Chairman of the Board shall lead the meeting. In his absence or hindrance the Vice-Chairman or one of the other Board members shall act as Chairman of the meeting.
2. The secretary, or a member of the Federation designated thereto by the Chairman, shall record the minutes of that which is discussed at the General Assembly, and these minutes shall form an item on the agenda of the following General Assembly.
STANDING COMMITTEES
Article 14
1. For the purpose of the long(er) term interests or activities of the federation, so-called Standing Committees may be set up by the General Assembly, which may also decide to dissolve such a Committee. The Chairman of such a Committee shall be appointed by the Chairman of the Board of the Federation, which appointment must be approved by the General Assembly. The Chairman of the Standing Committee shall appoint the members of that Committee. The Chairman of the Board of the Federation shall be an ex-officio member of such a Standing Committee.
2. The Chairman of a Standing Committee must submit an annual budget
and an annual report to the Board of the Federation.
Standing Committees which intend to publish (the results of) their
activities, or which wish to acquire funds from outside the Federation,
must submit all outgoing documents in that respect to the prior approval
of the Chairman of the Board of the Federation or to the person who has
been designated thereto by that Chairman.
3. Each Standing Committee shall be empowered to send one delegate to the General Assembly.
4. Every three years (simultaneously with the election of the members of the Board of the Federation) the members of the Federation shall elect the editor-in-chief of the journal "Immunology Letters".
COMMITTEES
Article 15
The Chairman of the Board of the Federation may, if he deems this necessary, decide to set up or dissolve committees and working parties and similar bodies relating to the needs or interests of the Federation in the short(er) term.
AMENDMENT OF THE ARTICLES
Article 16
1. Amendment of the Articles may only take place following a decision of the General As sembly which was convened with the announcement that amendment of the Articles would be proposed at that meeting. Such a meeting must be convened at least six months in advance.
2. Decisions to amend the Articles may only be taken by a General Assembly in which at least one third of the total number of delegates is present, with a majority of at least two thirds of the number of votes.
4. In the event that there is a lack of a quorum a decision to amend the Articles may be taken by a written ballot.
Article 17
The provisions of Article 16 shall not apply if all delegates are present at the General Assembly and if the decision to amend the Articles is taken unanimously.
Article 18
1. The amendment of the Articles shall not come into effect until a Dutch notarial deed containing the amendment has been drawn up.
2. The administrators must deposit an authentic copy of the amendment and a running text of the amended Articles at the offices of the Chamber of Commerce where the Federation has its registered offices.
WINDING UP AND LIQUIDATION
Article 19
1. The Federation shall be wound up by a decision of the General Assembly, taken by at least two thirds of the number of votes in a meeting at which at least two thirds of the delegates are present. The Federation shall also be wound up in the other circumstances referred to in the law (Section 19 of Book 2 of the Netherlands Civil Code). The provisions of Article 16 section 4 shall apply mutatis mutandis.
2. The convocation to the meetings referred to in section 1 of this Article must contain a notification that a proposal will be put forward at the meeting to wind up the Federation. Such a meeting must be convened at least six months in advance.
3. If, following a decision to wind up the Federation, no liquidators have been designated, the liquidation will be effected by the Board in accordance with the statutory provisions.
4. Any credit balance shall be applied by the General Assembly for such purposes to be specified as correspond most closely with the object of the Federation. The liquidators shall transfer the credit balance to this end.
5. Following liquidation, the Federation shall continue to exist in so far as this is necessary for the liquidation of its assets. During the liquidation, the provisions of the Articles and Rules shall remain in force as far as possible. In all documents and announcements emanating from the Federation, the following words must be added to its name: in liquidation.
7. The books and documents of the Federation must be kept by a natural or legal person to be designated thereto by the liquidators for a period of ten years following the liquidation.
STANDING RULES
Article 20
1. The General Assembly may institute standing rules to further regulate membership, intro duction, the amount of contributions and allocations (on the understanding that no increase hereof is possible which is not based on these Articles), the activities of the Board, meetings, the methods of exercising voting rights, the management and use of any buildings which the Federation may have and all other subjects for which regulation is desirable.
2. Amendment of the standing rules may be effected by a decision of
the General Assembly at the proposal of the board, or if it is requested
in writing by at least one third of the members of the Federation.
The General Assembly may only take a decision thereto after the Board,
if it is not the proposer of the amendment, has had the opportunity of
discussing this amendment.
3. The standing rules may not contain any provisions which deviate from or are in conflict with the provisions of the law or of the Articles, unless the deviation is permitted by the law or the Articles.
FINAL PROVISION
Article 21
In all cases for which neither the law nor the Articles nor the standing rules provide, the Board shall decide.