I. DENOMINATION, REGISTERED OFFICES, OBJECTIVES
Article 1
A scientific Society is being incorporated, named “The European Society for Human Reproduction and Embryology", hereafter referred to as "the Society", this Society is incorporated according to the Belgian law of 25 October 1919 and changed by the law of 6 December 1964, currently abolished pursuant to article 67 of the law of 2 May 2002 regarding non-profit societies, international non-profit Societies and foundations.
Article 2
The registered office of the Society is now located at, Meerstraat, n° 60, in 1852 Grimbergen, Belgium. The registered office can be changed by an ordinary decision of the Executive Committee, published in the annexes to the ‘Moniteur belge’.
Article 3
The Society is a non-profit organisation and has as its main objective promoting the study and treatment of reproductive biology and medicine. The Society will do so by promoting research and, subsequently, spreading the research results regarding human reproduction and embryology among the general public, scientists, physicians, patient organisations, politicians and other decision-makers throughout Europe. On a practical level, the Society aims to promote improvements in the field of medical practice by organising training, education and advanced medical training activities, by setting up and keeping up databases and by applying methods that promote the safety and quality of clinical and laboratory procedures.
II. MEMBERS
Article 4
The Society consists of a General Assembly of Members, an Executive Committee and an Advisory Committee. The members can be effective members, paramedical members and student members or honorary members. Every category of members has the same rights and the same obligations.
Article 5
Effective members can be: physicians, biologists, embryologists, psychologists, sociologists, epidemiologists, scientists and all persons showing interest in reproductive medicine and biology.
Candidates conducting post-graduate research or following a clinical study to obtain a degree in medicine or sciences are eligible for student membership.
Paramedics that are eligible for membership are, for instance, laboratory assistants, embryologists in training, nursing staff and other persons active in similar circumstances in centres for reproductive medicine and laboratories for reproductive biology.
Honorary members will be nominated by the Executive Committee and approved of by the General Assembly of Members. The members of the Society can offer their resignation by sending a registered letter to that purpose to the Central Office of the Society. A member is no longer a member of the Society if the membership contribution has not been paid for one year.
The exclusion of a member from the Society can be decided upon by the General Assembly of Members on such recommendation by the Executive Committee.
All members, without any distinction, are entitled to information regarding the scientific activities of the Society.
Article 6
The effective members, student members and paramedical members pay annual contributions.
The amount of these annual contributions is established by the Executive Committee and confirmed by the General Assembly of Members.
Honorary members do not pay membership fees.
III. THE GENERAL ASSEMBLY OF MEMBERS
Article 7
The General Assembly of Members has all powers to realise the objectives of the Society. The General Assembly of Members consists of effective members, student members and paramedical members who have paid their annual membership fee, and of the honorary members.
Article 8
The General Assembly of Members is held at least once a year and presided by the Chairman. The elected Chairman will preside the meeting in the absence of the Chairman. Otherwise, another director of the Society can hold Chairmanship. All members have one vote. Every member present at the General Assembly of Members can cast an authorised vote for another absent member, provided that he obtained the signed authorisation to do so from the absent member. Upon equality of the votes the vote of the Chairman is decisive. Proposals can be brought forward during the General Assembly of Members if at least 10 members submit a signed resolution 30 days before the date of the General Assembly of Members at the latest. The agenda of the General Assembly of Members and every presented resolution must be sent to all members 45 days before the date of the General Assembly of Members at the latest.
An extraordinary General Assembly of Members can be convoked if a proposal thereto, signed by at least 50 members of the Society, is presented to the Chairman.
This meeting cannot take place any later than 90 days after the reception of the proposed resolution.
The Chairman and the Executive Committees are entrusted with the convocation of this Extraordinary General Assembly of Members.
Article 9
All decisions regarding motions brought forward during the General Assembly of Members must be taken with a majority of the votes. These rules apply to all motions, except for changes to the articles of Society and regarding the dissolution of the Society. The minutes of the General Assembly of Members will be communicated to the members. The quorum of the General Assembly of Members will consist of at least 50 members present or authorised.
IV. CHANGES TO THE ARTICLES OF SOCIETY AND THE DISSOLUTION OF THE SOCIETY
Article 10
Every proposal intending to change the articles of Society or to dissolve the Society must be lodged by at least 50 members of the Society. The Executive Committee must, at least 3 months in advance, communicate the date for the General Assembly of Members deciding about such proposal to the members of the Society. No decision will have been taken if it is not decided upon by a majority of 2/3rd of the members of the Society. If at this General Assembly of Members no 2/3rd of the members are present, a new General Assembly of Members will have to be convoked according to the same conditions, which will take a final and valid decision about the intended proposal by a majority of 2/3rd of the members present.
Changes to the articles of Society will but enter into force as soon as all legal formalities have been complied with.
The General Assembly of Members will establish in which way the Society is dissolved and liquidated.
V. MANAGEMENT OF THE SOCIETY
Article 11
The management of the Society is in the hands of the Executive Committee, consisting of at least 7 members. A member of the Executive Committee must have the Belgian nationality. The names of the Chairman, the elected Chairman, the secretary, the treasurer and the members of the Executive Committee will be proposed by the Executive Committee and confirmed by the General Assembly of Members. At the end of his mandate, the Chairman is automatically succeeded by the elected Chairman. The members of the Executive Committee are appointed and can be dismissed by the General Assembly of Members.
Article 12
The Executive Committees can, under its own responsibility, assign special and specific powers of attorney to one or more persons. The Chairman will preside the meetings of the Executive Committee. The Chairman-elect will preside in the absence of the Chairman, if needed, another person will carry out this task.
Article 13
The Chairman, the Chairman-elect, the treasurer and the other members of the Executive Committee are appointed for a period of two years. A mandate of a member of the Executive Committee can but be renewed once. The Chairman-elect will accept his mandate from the Chairman during the General Assembly of Members, after the report of the previous General Assembly of Members has been approved of. At the end of his mandate the Chairman will become an ex-officio member of the Executive Committee during two consecutive years, but such without the right to vote. A member can but be a member of the Executive Committee for two consecutive terms of office.
At the end of his mandate a member of the Executive Committee other than the Chairman can be re-elected for the same or another office up to the following Chairmanship.
Judicial claims, both as plaintiff and defendant, will be entered, defended and expedited by the Executive Committee, represented by its Chairman or another manager appointed by the latter.
The Society is legally bound by the Executive Committee.
Article 14
The Executive Committee will meet at least twice a year. A majority of the votes is decisive for each proposal. Upon equality of the votes the Chairman has the decisive vote. Fifty members can submit motions that must be discussed upon by the Executive Committee, such provided that the signature of each such member has been obtained three months in advance.
The Executive Committee is authorised to carry out all acts necessary for the disposal, management and consignment of movable and immovable objects.
Article 15
The Advisory Committee is elected by the members of the Society. Its composition must reflect the geographical structure of Europe. Preferably, as many researchers as hospital physicians will be represented, preferably elected by the members of each represented country. The procedure for composing the Advisory Committee is established by the Society’s own regulations, as accepted by the General Meeting. The Chairman of the Executive Committee will preside the meeting of the Advisory Committee.
In the Chairman’s absence the Chairman-elect or another member of the Executive Committee will take this task upon him.
During the General Assembly of Members of 25 June 1985, held in Bonn (Germany), it was decided that every European country with more than 20 million inhabitants and more than 15 members can elect two representatives for the Advisory Committee. European countries with less than 20 million inhabitants and more than 15 members can elect one representative for the Advisory Committee. During the General Meeting of 30 June 1995, held in Hamburg (Germany), it was decided that European countries with less than 20 million inhabitants but more than 200 members can elect two representatives for the Advisory Committee.
VI. BUDGET AND ACCOUNTS
Article 16
The bookkeeping is done for periods of one calendar year. The Executive Committee is considered to present the financial balance of the previous year and the budget for the following year for approval to the General Assembly of Members.