Article 1. Name and Legal status
|1.1.||The name of the association ("The Association") is "European Association of Perinatal Medicine (EAPM)".|
|1.2.||The Association has its seat in Amsterdam. It may have offices elsewhere.|
|1.3.||The relationship between the Association and its members shall be governed exclusively by Dutch law.|
Article 2. Objectives
|2.1.||The purpose of the Association is to bring together groups of individuals in a European interdisciplinary organisation, in order to promote on a non-profit basis the science of Perinatal Medicine for the benefit of the public, in particular by:|
|a) Promoting and disseminating the study, research and knowledge on all aspects of Perinatal Medicine, in order to attain, by all appropriate means, a higher level of physical and mental health for women, mothers, and their children by improving the quality and provision of perinatal care in Europe.
b) Contributing to the improvement of teaching standards in the profession.
c) Proposing guidelines and standardising criteria for auditing, evaluation, and clinical care in Perinatal Medicine.
d) Fostering collaboration between the various disciplines interested in perinatal care as well as friendship between individuals from different European countries.
|2.2.||The means by which these objectives might be met will include:|
|a) Organizing the "European Congress of Perinatal Medicine" (the "Congress") every two years. Circumstances permitting, each Congress shall be held sequentially in a different country;
b) Organising national and international educational courses on subjects of research and practice in Perinatal Medicine;
c) Creating and supporting Study Groups on topics of particular interest;
d) Promoting and facilitating the dissemination of knowledge and information especially by scientific publications;
e) Encouraging international visits between established scientific researchers and promoting exchange posts for young specialists in training;
f) Promoting internationally agreed definitions, terminologies and methodologies;
g) Representing the interests of its membership in international organisations whose aims are consistent with the purposes of the Association.
Article 3. Duration, language and communications.
|3.1.||The official language of the Association shall be English, as far as permitted by law.|
|3.2.||The official language of the Association shall be English, as far as permitted by law. Lack of knowledge of English, however, shall not disqualify a candidate from membership.|
|3.3.||When the Statutes of the Association use the term "in writing", this refers to all messages sent via common written means of communication.|
Article 4. Membership.
|4.1.||All non-profit scientific associations representing the medical professionals of a European nation, involved in the treatment of pregnant women, the fetus and/or the newborn are eligible for membership. The objectives of the society must be in line with those of the Association (as described in article 2). When in a country there is a national society of Perinatal Medicine, this institution will be privileged over the others for membership of the Association, unless others are already members. When no such national society exists, the national societies of Pediatrics/Neonatology and Obstetrics/Maternal-Fetal Medicine will be privileged for membership of the Association.|
|4.2.||Approval of membership. The Secretary-General will review the candidacy of societies for membership and report to the Executive Board, who will formulate a recommendation to the General Assembly. Approval or rejection of a membership proposal is the responsibility of the General Assembly.|
|4.3.||Termination of membership. Membership shall be terminated by:
a) Resignation by the member (letter to be sent to the Secretary-General of the Association)
b) Failure to pay the membership fee for three consecutive years.
c) The dissolution of a member society.
d) Striking-off, voted by the General Assembly on recommendation of the Executive Board. The striking-off will be effective from the end of the civil year.
Issues will be dealt in observance of section 2:35 of the Dutch Civil Code, which currently reads as follows (unofficial English translation): "Civil Code Book 2, Title 2 Associations, Article 35: 1. Membership ends: b) by notice of termination by the member, c) by notice of termination by the association, d) by removal. 2. An association may give notice of termination of membership in the instances mentioned in the articles and, in addition, when a member no longer meets the requirements for membership laid down by the articles, and if the association cannot reasonably be required to continue the membership. Such notice shall be given by the management, unless the articles confer such power on another constituent body. 3. Removal may only be ordered if a member acts in breach of the articles, by-laws or resolutions of the association or prejudices the association in an unreasonable manner. 4. Removal is effected by the management unless the articles confer this power on another constituent body. The member concerned shall be notified of the decision and of the reasons on which it is based in writing as soon as possible. Except when the decision has been made under the articles by the general meeting, the member shall have the right to appeal to the general meeting or to a constituent body or third party designated in the articles within one month after having received notice of the decision. The articles may make other provisions for such appeal, provided the term is not set at less than one month. During the period for appeal and pending the appeal, the member shall be suspended. 5. Where membership ends in the course of a financial year, the annual contribution shall nevertheless remain due in full, unless the articles otherwise provide.
|4.4.||Membership fees. Each member society is required to pay a yearly membership fee. The General Assembly will determine the membership fees for the following two-year period, after hearing the recommendation of the Executive Board.|
Article 5. Powers; budgeting and fund-raising.
|5.1.||The Association shall be authorised to:|
|a) Own, lease and dispose of all kinds of property, wherever situated; the Executive Board is authorised to resolve to enter into the agreements listed in section 2:44 subsection 2 Dutch Civil Code, which currently reads as follows (unofficial English translation): "Civil Code Book 2, Title 2 Associations, Article 44. 1. Subject to any restrictions under the articles, the management shall be charged with the management of the association. 2. Only if this follows from the articles, the management has authority to resolve or enter into agreements to purchase, dispose of or encumber registered property or to enter into agreements by which the association commits itself as surety or solidary (joint and several) obligor, warrants performance by a third party or undertakes to provide security for an obligation of a third party. The articles may impose restrictions and tie conditions on such authority. The exclusion, restrictions and conditions shall also apply to the authority to represent the association in respect of such acts, unless the articles otherwise provide.
b) Open and close bank accounts.
c) Hold scientific meetings.
d) Cooperate with other associations or groups having objectives similar to those of the Association.
e) Attribute and receive grants for the purposes of study and research in the fields indicated in article 2.
f) Have the powers granted to a legal entity with full legal authority ("volledige rechtsbevoegdheid") under the Dutch Civil Code.
b. open and close bank accounts;
c. hold scientific meetings;
d. co-operate with other associations or groups having objectives similar to those of the Association;
e. give and receive grants for the purposes of study and research in the fields indicated in article 2;
f. have the powers granted to a legal entity with full legal authority ("volledige rechtsbevoegdheid") under the Dutch Civil Code.
|5.2.||The financial year of the Association shall coincide with the calendar year.|
|5.3.||The Treasurer shall be responsible for drawing up and implementing appropriate budgets and the Secretary-General shall be responsible for all bookkeeping obligations under Dutch law.|
|5.4.||The Association shall, to the exclusion of any person, be liable for any debts validly incurred by or on behalf of the Association, notwithstanding any provision of law.|
Article 6. Structure of the Association.
|6.1.||The Association has the following governing bodies:
a. The General Assembly (GA)
b. The Executive Board (EB)
|6.2||All other collaborators of the Association are subordinate to the EB.|
Article 7. General Assembly (GA).
|7.1.||The GA is the supreme authority of the Association. The GA is constituted by two delegates for each European country (the "National Delegates") in the meaning of section 2:39 subsection 1 Dutch Civil Code, which currently reads as follows (unofficial English translation): "Civil Code Book 2, Title 2 Associations, Article 39. 1.
The articles may provide that the general meeting shall consist of delegates elected by and from the members. The method of election and the number of delegates shall be regulated by the articles; each member must be able to, directly or indirectly, participate in the election. National Delegates are nominated by member societies. Where country representations is assured by a national society of Perinatal Medicine, this society nominates two National Delegates. When country representation is assured by a society of Obstetrics/Maternal-Fetal Medicine and a society of Pediatrics/Neonatology, each society nominates one National Delegate.
Nominations of National Delegates by member societies are sent in writing to the Secretary-General until seven days before the GA. At the election, each National Delegate represents 50% of the country’s vote. Members of the EB may participate in the GA but do not have the right to vote.
|7.2.||The GA meets once every two years, during the Congress. Notice shall be given to the members in writing of the time and place of the GA meeting, at least one month before the date. The notice shall also specify the list of items to be discussed. In addition to the items on the agenda, the GA may decide on the day to discuss other subjects, if at least 50% of votes are in favour (see article 7.10). Resolutions may be adopted by the GA irrespective of the number of members present, except when amendments to the Statutes or dissolution of the Association are proposed, in which situations the points considered in article 13 apply.|
|7.3.||The GA meeting is presided over by the President of the Association. The Secretary-General of the EAPM will draw up the minutes of the meeting.. The national societies shall receive the minutes within 7 days after the meeting.|
|7.4.||The GA shall be informed by the President of the activities of the Association during the previous period of governance.|
|7.5.||The GA shall vote to approve or reject the Treasurer’s bi-annual report, audited statement of the Association's financial account, and the budget for the coming two years, in observance of the provisions of section 2:48 subsection 2 Dutch Civil Code, which currently reads as follows (unofficial English translation):
"Civil Code Book 2, Title 2 Associations, Article 48: 1. At a general meeting held within six months after the end of the financial year, unless "this period had been extended by the general meeting, the management shall submit an annual report on the course of business of the association and on the policy conducted. It shall submit the balance sheet and the statement of income and expenditure with notes for the approval of the meeting. These documents shall be signed by the officers and the members of the supervisory board; if one or more signatures is missing this shall be stated giving the reasons therefore. After expiration of such period every member may commence proceedings against all the officers for the enforcement of these obligations. 2. If there is no supervisory board and if no certificate from an accountant as referred to in article 393, paragraph 1 is submitted to the general meeting in respect of the correctness of the documents, the general meeting shall annually appoint a committee of at least two members who may not form part of the management.
The committee shall examine the documents referred to in the second sentence of paragraph 1 and shall report on its findings to the general meeting. The management must provide the committee for its examination with all information requested by it and show it, if so desired, the cash and valuables and allow it to inspect the books and records of the association. 3. An association which maintains one or more undertakings which must be registered in the commercial register pursuant to the law shall disclose the net turnover of such undertakings in its statement of income and expenditure.
|7.6.||The GA shall appoint the President for the next European Congress and elect a President-Elect for the subsequent European Congress. It shall also decide where these two European Congresses are to be held.|
|7.7.||The GA shall vote to determine the membership fees for the following two-year period, after hearing the recommendation of the EB transmitted by the President.|
|7.8.||The GA shall be informed by the Secretary-General of proposals recommended by the EB for alteration of Internal Regulations, candidacies of societies for membership, failure to pay membership fees, and proposals for societies to be stricken-off. The GA shall vote to accept/reject these proposals.|
|7.9.||The GA shall vote to decide the venue of the Congress to be held 4 years later, after hearing the recommendation of the EB transmitted by the President.|
|7.10.||The GA shall vote to individually appoint the President-Elect, the Secretary-General, the Treasurer, and the six members of the Executive Board, all to hold office for a period of 2 years. The GA shall take into special account the scientific career, and previous contributions to the Association of candidates eligible for election. The GA shall take into account that the President and President-Elect may not be from the same speciality (i.e. Obstetrics/Maternal-Fetal Medicine or Pediatrics/Neonatology), and that at least three members of the Executive Board will be Obstetricians and at least three members will be Pediatricians. The GA shall take into consideration that Executive Board members should be representative of the different areas of Europe (north, south, east and west)|
|7.11.||For all voting procedures, decisions will be taken if at least 50% of votes are in favour. All aspects of voting shall be secret. In the event that no candidate achieves a majority vote, the candidate with the lesser number of votes will be withdrawn from the election and a new poll shall be held. This will be repeated as many times as needed to achieve a majority vote. In the event of a tie, a second poll will be held. If the votes in the second poll are once more equally split, the President shall have the deciding vote or may strike the motion from the agenda.|
Article 8. Local functions of the National Delegates.
|8.1||The EB shall consist of:
a) Five Officers: the President, the President-Elect, the Immediate-Past-President, the Secretary-General, and the Treasurer.
b) Six Members: in order to achieve a balanced representation of Obstetrics/Maternal-Fetal Medicine and Pediatrics/Neonatology, three of these members will be Obstetricians and three will be Pediatricians.
|8.2||Officers and Members of the EB are collectively referred to as: "Executive Board Members", and have equal voting rights.|
|8.3||The EB is responsible for managing all affairs of the Association in between GA meetings. It shall fulfil the following functions:
a) Aid and advise in the preparation of the Congress and other meetings/courses. Give recommendations to the GA regarding the future venue of the Congress.
b) Give recommendations to the GA regarding issues related to the membership of the Association, after hearing the evaluations of the Secretary-General.
c) Co-ordinate and promote the exchange of information between members.
d) Promote the formation of Study Groups.
e) Approve/reject the Treasurer’s yearly report and budget, and decide the use to be made of the available funds.
f) Decide on the renting of premises suitable to the requirements of the Association.
g) Determine the actions to be taken to achieve the objectives of the Association.
h) Maintain contact with the Editor(s) of the official journal of the Association.
i) Recommend to the GA the yearly membership fees.
j) Implement the decisions of the GA.
k) It may also prepare amendments to the Internal Regulations or to the Statutes of the Association, if this is deemed to be necessary or if requested to do so by at least 50% of the GA. These amendments will be voted at the GA.
l) Otherwise act for and on behalf of the Association.
|8.4||The EB may grant to one or more persons the power to represent the Association ("procuratie").|
|8.5||At the start of each term, the EB shall vote on one of its members to become Chair of the Scientific Committee of the next Congress, and another of its members to coordinate Post-Graduate activities. It shall also vote to decide which of its members will represent the Association regularly in interactions with other international scientific associations.|
|8.6||EB Members are elected individually by the GA (see article 7.10). Should an EB Member that is not an Officer be unable to continue until the term of his office, the President will propose a substitute at the next EB meeting, who needs to be approved by at least 50% of the EB members present. The procedure will be repeated as many times as necessary to select a substitute.|
Article 9. The Executive Board (EB).
|9.1.||The EB will normally meet once yearly, but it may also meet whenever convened by the President or at the request of at least 50% of its members.|
|9.2.||The EB shall be validly in session when at least one third of its members are present. Decisions of the EB shall be made whenever at least 50% of members present are in favour.|
|9.3.||Board Members are NOT entitled to appoint another Board Member in representation.|
|9.4.||EB meetings may also be attended by invited participants from other international patient societies, midwifery societies and others. These participants do not have voting rights at EB meetings.|
Article 10. The President-Elect, President and Immediate Past President.
|10.1.||The President-Elect is elected for a term of two years, after which he becomes the President, and after two years in office he becomes the Immediate Past President. He may not stand for re-election to the EB, as an Officer or Member.|
|10.2.||The President represents the Association at all times, but he may delegate this representation in another Officer.|
|10.3.||The President is responsible for all organisational affairs of the Association and for fulfilling all measures decided by the EB and the GA. He/she will decide the date and location of EB and GA meetings, after consulting with all EB Members.|
|10.4.||The President-Elect is responsible for co-ordinating the Study Groups, in coordination with the President.|
|10.5.||The Immediate Past President has a mainly advisory role in the Association.|
Article 11. The Secretary-General
|11.1.||The Secretary-General is elected for a term of two years and may stand for re-election for two additional terms (maximum of 6 years in office).|
|11.2.||The Secretary-General is responsible for the custody of the books, records, and Internal Regulations of the Association. He/she will coordinate all written correspondence with member National Societies, with the exception of financial issues.|
|11.3.||The Secretary-General will propose the agenda of EB and GA meetings, in agreement with the President and after hearing the other EB Members.|
|11.4.||The Secretary-General will review all issues related to membership of the Association and report his/her evaluations to the EB. He will present the EB recommendations of these issues to the GA.|
|11.5.||The Secretary-General will be responsible for updating all information about the EAPM that is available to the public.|
Article 12. Treasurer.
|12.1.||The Treasurer is elected for a term of two years and may stand for re-election for two additional terms (maximum of 6 years in office).|
|12.2.||The Treasurer is responsible for the financial aspects of the Association. He/she has the authority to open and close bank accounts for the Association and to arrange all formalities in respect thereto and to disburse and collect funds for the benefit of the Association. He/she shall submit a bi-annual report, audited statement of the Association's financial account, and the budget for the coming two years at the GA.|
|12.3.||The Treasurer shall submit a yearly financial report and budget at EB meetings.|
Article 13. Amendments to the Statutes and dissolution of the Association
|13.1.||Any proposal for amendment to the Statutes of the Association must be submitted in writing to the member societies, at least two months before the GA meeting takes place. At least 50% of all National Delegates must be present for the proposal to be discussed. Decisions will be taken if at least 66% of National Delegates are in favour, and with due observance of section 2:42 Dutch Civil Code, which currently reads as follows (unofficial English translation): Civil Code Book 2, Title 2 Associations, Article 42: 1. No amendment of the articles of the association may be made other than by a "resolution of a general meeting, convened by notice stating that an amendment of the "articles will be proposed thereat. At least seven days' notice shall be given for "convening such a meeting. 2. A copy of the proposal, stating the proposed amendment verbatim, must be "deposited for inspection by the members at a location suitable for that purpose by the "persons who convened the general meeting at which a proposal to amend the articles "is to be dealt with, from at least five days before the meeting until after the end of the "day on which the meeting is held. The sections which make up the association and the "delegates must be notified of the proposal at least fourteen days prior to the meeting, "in which case the preceding sentence shall not apply. 3. The provisions of the first two paragraphs shall not apply if all members or delegates "are present or represented at the general meeting and the resolution to amend the "articles is passed unanimously. 4. The provisions of this article and of the first two paragraphs of the following article "shall apply, mutatis mutandis, to a resolution to dissolve (wind up) the association.".|
|13.2.||Any proposal for dissolution of the Association must be submitted in writing to the member societies, at least two months before the GA meeting takes place (stating the terms of the resolution to be proposed, and including the name(s) of the liquidator(s) to be appointed). At least 66% of the National Delegates must be present for the proposal to be discussed. Decisions will be taken if at least 80% of National Delegates are in favour. If such a decision is confirmed, the member societies of the Association shall be equally entitled to the surplus of assets held by or on behalf of the Association, ensuring that all debts and liabilities have been discharged.|
Article 14. "Reglementen" (Regulations).
|14.1.||Internal Regulations for the operation and activities of the Association and the interpretation of its responsibilities shall be drawn up by the EB as the need arises, and be approved by the GA. They may not violate these articles of the Association or provisions of the Dutch law. By-laws or guidelines covering matters in the meaning of article 13 are deemed not to be Regulations. A document in evidence of the resolutions referred to in the head of this deed is attached to this deed. In witness whereof the original of this deed which will be retained by me, notaris, is executed in Amsterdam, on the date first mentioned in the head of this deed. Having conveyed the substance of the deed and given an explanation thereto and following the statement of the person appearing that he has taken note of the contents of the deed and agrees with the partial reading thereof, this deed is signed, immediately after reading those parts of the deed which the law requires to be read, by the person appearing, who is known to me, notaris, and by myself, notaris. (signed):|