Chapter 3: Organisation
Article 5.00 Bodies of the non-profit association
The Bodies of the Association shall be
- The General Assembly
- The Sections
- The Board
- The Committees
Article 6.00 The General Assembly
The General Assembly has the largest competence to fulfil the purposes of EVER. The General Assembly consists of the effective members.
The following decisions are of the sole competence of the General Assembly:
- Approval of the budget and of the accounts
- Appointment and retirement of elected Board members
- Discharge of the Board members
- Modification of the Statutes
- Dissolution of EVER
- Exclusion of members
- All cases in which the statutes demand it
6.01 Annual General Assembly:
- Every year a General Assembly is held on the date and time fixed by the Board during the previous annual General Assembly, and in the place, mentioned in the invitations.
- There shall be not less than one (1) General Assembly at each Annual Meeting of EVER, and only Effective Members shall be entitled to attend the General Assembly. The primary purpose of the Annual Meeting of EVER shall be to provide forums for the presentation of scientific papers and related material.
- The General Assembly is composed of all the Effective Members and is chaired by the president of the Board.
6.02 Place of Meeting:
An Annual General Assembly of members of EVER shall be held each year at the place and date designated by the EVER Board.
The place of the next Annual Meeting and of the next General Assembly is decided at least one year in advance.
The General Secretary shall mail to each EVER Member at his or her address as it appears in the membership roll book of EVER, a notice stating the place, date and time of the Annual Meeting.
Special scientific and business meetings of Members of EVER may be called by the EVER Board for the times and places that it may designate. Notices of a special meeting shall also state the purpose or purposes for which the meeting is called and shall indicate that it is being issued by or at the direction of the person or persons calling the meeting.
The invitation to the General Assembly is sent at least 8 days before the Assembly by post, by fax or by e-mail and contains the agenda. An extraordinary or special General Assembly may be convened when the Board deems it necessary or when 1/5 of the effective members request it. The invitation to an extraordinary or special General Assembly will be sent at least 8 days before the meeting.
6.04 The General Assembly agenda
The General Assembly agenda is prepared by the Executive Committee. Items proposed by 1/10 of the Effective members or by 1/5 of the members of the Board must be added to the agenda.
No decision can be taken on topics which were not announced in the agenda, unless all members are present or represented and decide unanimously to decide on the topic which was not announced in the agenda.
6.05 Voting Procedure
An Effective Member, who is not able to attend the General Assembly may grant power of procuration to another Effective Member. Each Member may not hold more than two such procurations.
- Quorum for voting and voting procedure at the General Assembly
Members entitled to cast a total of at least one hundred (100) votes, either in person or represented by proxy, shall constitute a quorum at any meeting of the Members of EVER for the transaction of any and all business at such meeting, except where a greater quorum may be required by these Statutes.
If a quorum is present, a majority of the Members present in person or by proxy and voting, shall be required to constitute action by the Members on any matter, unless otherwise provided by applicable law or these Statutes.
If a quorum is not present, a special General Assembly may be called into session, at the earliest 15 days later, where decisions can be made whatever the number of Members present.
The Effective members can pass any resolution within its competence in writing by unanimous vote, except for the resolutions which need to passed in a notarial deed.
The decisions are put in writing in a register, signed by the President and the General Secretary and kept by the General Secretary. The members are entitled to access the register. The decisions taken are notified to the membership by letter, mail or via the website.
Article 7.00 Scientific Sections
The effective members of the General Assembly are subdivided in sections.
7.01 The number and subject of these sections shall be decided by the Executive Committee. The Scientific Sections of EVER are listed in the Bye Laws.
The Scientific Sections are:
- Anatomy / Cell Biology
- Cornea / Ocular Surface
- Electrophysiology, physiological Optics, Vision Sciences
- Immunology / Microbiology
- Lens and Cataract
- Molecular Biology / Genetics / Epidemiology
- Neuro-ophthalmology / Strabismology / Paediatric / History
- Pathology / Oncology
- Physiology / Biochemistry / Pharmacology
- Retina / Vitreous
7.02 Members shall annually identify a primary scholarly interest corresponding to a Scientific Section of the EVER. Members shall have voting rights in only one Scientific Section of EVER.
7.03 Each Scientific Section shall be represented by one effective member on the EVER Board.
Management of EVER
The general management of the affairs of EVER shall be vested in the EVER Board. Between regular or special meetings of the EVER Board, management shall be vested in the Executive Committee, established within the Board as mentioned below.
Article 8.00 The Board
8.01 Composition of the Board
The non-profit organisation is managed by a Board, composed of at least three Board members, natural or legal persons, which belong to the category of the Effective members of the organisation.
The determination of the number of Board members and their nomination is decided by a majority vote. The Board members are nominated for a term determinated by the General Assembly. This term can be no longer than five years.
The nominations end immediately after the annual General Assembly of the year in which they end.
The Board can appoint, among its members, a president, a president-elect, a past president, a vice-president, a vice-president-elect, a secretary-general, a treasurer, a programme-secretary and a co-opted member or any other officer which the Board deems necessary. A Board Member cannot, after the termination of his function, be immediately re-elected in the same function.
In case there are only three to six Board members, the above mentioned functions can be cumulated.
In case none of the elected Board members has the Belgian nationality, the Board will immediately co-opt a supplementary Board member of Belgian nationality.
The Board members who represent the scientific sections are elected by the Effective members by written ballot or by mailing a ballot. The list of candidates is presented by the sections. The procedure for the elections and the nominations is determined in the Bye Laws.
The Board members which are local representatives are elected by the Effective members by written ballot or by mailing a ballot. The list of candidates is presented by the other Board members. Only Effective members who have their domicile in the country where the annual meeting is held, and which can assist the Board in the organisation of the annual congress, can be candidates for this function. The procedure for the elections and the nominations is
determined in the Bye Laws.
The immediate Past President is an ex officio member of the Board.
Any Board member of EVER elected by the Effective Members may be removed from office for cause, by the affirmative vote of a majority of the Effective Members at a General Assembly where at least one hundred Effective Members are present or represented.
The mandate of a Board member is unsalaried.
Any nomination, resignation or dismissal will take place and will be published according to the applicable laws.
The Board members are in their function not personally committed and they are only responsible for the performance of their duties.
Election of board members
Each voting Member of EVER may vote either by mailing his ballot or personally handing over his written ballot (using an identical form prepared by the General Secretary) at the General Assembly, at which time the total number of votes by revocable proxy and in person shall be counted and Committee members elected.
Each voting member of EVER shall have one vote for each Member or Officer being elected at General Assembly of EVER. No Voting member shall be permitted to vote for any person whose name is not contained on the mail ballot prepared by the General Secretary. A plurality vote shall be required for election as a Scientific Representative on the EVER Board. Any ties shall be broken by lot among the candidates.
The Members of the EVER Board who are elected or whose elections are ratified at the General Assembly shall assume their responsibilities immediately upon adjournment of the Association's Annual Scientific Meeting. The Scientific Representatives shall be elected for a term of five (5) years and the terms shall be staggered so that not more that an approximately equal number of terms shall ordinarily expire each year. Each Scientific Representative shall hold office until the expiration of the term for which he or she is elected, or until a successor is elected. No Scientific Representative shall be permitted to be elected to a second five (5) year term of office. Any Scientific Representative appointed to serve an unexpired term of less than three (3) years shall not be considered as having served a full term.
Nomination of Scientific Representatives
During the course of each Annual Meeting of EVER, each Scientific Representative of EVER shall hold a separate business meeting. Each standing Scientific Section with a Scientific Representative whose term of office on the EVER Board will expire at the end of the next year's Annual Meeting shall nominate at least two (2) candidates, one of whom will be elected as successor by the membership-at-large. For the election, the Secretary General shall prepare a mail ballot, in the form of a revocable proxy, containing all authorised nominations, and shall mail one ballot to each Voting Member, at each such Member's address, not less that thirty (30) days prior to the Annual Meeting of the membership.
8.02 Meetings of the Board
The Board is convoked by the chairman or two Board members whenever the interest of the non-profit organisation requires it. The Board must be convoked whenever 1/3 of the Effective members request it. The invitations are sent at least two days before the meeting to the Board members by post, by fax or by e-mail and they contain the agenda. The meeting is held on the date, time and in the place mentioned in the invitation.
The agenda is prepared by the Secretary-General or two Board members. No decision can be taken on topics which were not announced in the agenda, unless all Board members are present or represented and decide unanimously to decide on the topic which was not announced in the agenda.
The Board may only validly deliberate and pass resolutions when at least half of its members are present or represented. Every resolution of the Board shall be passed by a simple majority. In the event of an equality of votes, the person chairing the meeting shall have the casting vote. In case of absence of the chairman, the secretary-general or the vice-president will take the place of the chairman.
The resolutions of the Board can, in exceptional cases, when urgent necessity and the interest of the non-profit organisation require it, be taken in writing by unanimous vote. This procedure can not be followed for drawing up the annual accounts and the budget.
The EVER Board shall hold a regular annual meeting to conduct the business and affairs of the EVER. An annual meeting of the EVER Board may be held concurrently with an Annual Meeting of EVER. The EVER Board and other meetings may be held at a place, date and time to be fixed by a majority vote of the EVER Board, or its Executive Committee. The President shall be Chairman of the EVER Board and the General Secretary shall act as Secretary of the Board.
Notice of each annual meeting of the EVER Board shall be given by the General Secretary to each Board Member not less than ten (10) days prior to the date on which the meeting is scheduled to be held.
Except as otherwise required by this Constitution, a simple majority of the EVER Board with voting privileges shall constitute a quorum for the transaction of business. In the absence of the President or General Secretary, a Vice-President may act, or the quorum may choose a temporary replacement from members of the Board in attendance.
Manner of Acting
A majority vote of the Committee members present and with voting privileges, voting at a meeting at which a quorum is present shall be necessary to adopt any corporate action taken by the EVER Board, except as otherwise provided by this Constitution.
Any action required or permitted to be taken by the combined EVER Board or any committee thereof may be taken without a meeting if all members of the Board consent in writing, to the adoption of a resolution authorising the action.
Any one or more members of the EVER Board or any committee thereof may participate in a meeting of such committee by means of a conference telephone or similar communications equipment.
A vacancy shall be filled by the affirmative voting of a majority of the remaining Board Members upon the recommendation of the Chairman. The appointee shall hold office from the expiration of the Board member's term or when a successor is elected, whichever is the earlier.
No Board Member shall receive any salary or other form of compensation from the EVER in his or her capacity as a Board Member. However, any Board member acting on behalf of the EVER may receive a stipend and/or reimbursement for expenses in the performance of EVER duties, at the discretion of the EVER Board Members.
8.03 Powers of the Board
The Board manages the non-profit organisation and represents it in court and in deeds. The Board shall have the fullest powers to carry out all transactions which are necessary or useful in order to realise the object of the non-profit organisation, except those for which the General Assembly is competent by law or according to these statutes.
The board shall prepare Bye Laws governing the function of the membership, the General Assembly, the Board, the Executive Committee and its members. These rules become effective after approval by the General Assembly. These rules can be amended by the General Assembly acting on proposals of the Board or those supported by at least 1/10 of the Effective members.
The Board shall have the final responsibility and authority for all actions and policies that are recommended or adopted by any and all of its advisory councils and committees.
8.04 Day-to-day administration
The Board can, on its own responsibility, delegate some of its powers to one or more of its members.
The Board can nominate among its members a managing director, who will be charged with the day-to-day administration of the non-profit organisation. He will take care of the daily business, except the financial matters, and the daily mail and he signs these documents validly in name of the non-profit organisation.
The term of this delegation of powers can be no longer than five years and will end at the same time as the mandate of the Board member. The Board can also end the mandate or the delegation of powers at any time.
8.05 Minutes of the Board meetings
Minutes shall be taken of the deliberations of the Board, signed by the members present, and they will be notified to the Board members. The minutes shall be recorded or entered in a special register. Copies or excerpts for submission in court or elsewhere shall be signed by the chairman or by two Board members.
Article 9.00 The Committees
The Standing Committees of the EVER Board shall consist of the Executive Committee and Special Committees.
9.01 The executive committee
The Executive Committee shall have and may exercise all of the authority of the EVER Board, or such lesser authority as may be set forth by resolution.
The Executive Committee consists of elected and appointed officers.
The elected Officers are the General Secretary and the Treasurer. They are elected by the effective members at the Annual General Assembly of EVER by mail ballot or personally by written ballot (using an identical form prepared by the General Secretary).
The appointed Officers are the President, The President-Elect, the Vice president(s), the Vice president(s)-Elect and the Programme Secretary. They are appointed by the Board. The procedure for appointment, the period of stay in office, the responsibilities of the officers are decided by the General Assembly and stipulated in the Bye Laws.
A majority of the Executive Committee shall constitute a quorum for the transaction of business and a majority vote of the members of the Executive Committee present and voting at a meeting shall be necessary to adopt any action to be taken by the Executive Committee.
Election of the General Secretary and the Treasurer.
Not less that ninety (90) days prior to each Annual Meeting of EVER the EVER Board, acting on the recommendation of its Nominating committee which shall be a subcommittee of the EVER Board, shall nominate and shall transmit to the General Secretary two (2) but not more than three (3) nominations for each vacancy which shall occur in the executive committee upon the adjournment of the Annual Meeting of EVER.
Other nominations for said Elected Offices may be made by any one hundred (100) or more Effective Members who submit such nominations in writing, signed by said Voting Members, to the General Secretary not less than forty-five (45) days prior to the Annual Membership Meeting of EVER.
The General Secretary shall include all such additional nominations, together with those nominations by the Nominating Committee on a mail ballot. The General Secretary shall prepare a mail ballot, in the form of a revocable proxy, containing all authorised nominations, and shall mail one ballot to each Voting Member at each such Member's address, not less than thirty (30) days prior to the Annual Meeting of the membership.
Each Voting Member of EVER shall have the option to vote either by mail ballot on the revocable proxy form prepared by the General Secretary, or to vote personally by written ballot (which form shall be identical to the mail ballot) at Annual Meeting of EVER, at which time the total number of votes by revocable proxy and in person shall be counted and Elected Officers elected.
Each Voting Member of EVER shall have one vote for each Elected Officer being elected at an Annual Meeting of membership. No Voting Member shall be permitted to vote for any person whose name is not contained on the mail ballot prepared by the General Secretary. A majority vote shall be required for election to any elected office, except that where there are more than two (2) candidates for any elected office, a plurality vote shall be sufficient for election to such office. Any ties shall be broken by lot among the candidates.
Elected Officers, shall assume their responsibilities immediately upon adjournment of the Association's Annual Meeting.
Elected Officers shall each be elected for a term of five (5) years and shall hold office until the expiration of the term of which he or she is elected, or until a successor is elected.
No Elected Officer shall be permitted to be elected to a second consecutive five (5) year term in the same elected office.
Appointment of the President, The President -Elect, the Vice president(s), the Vice president(s)-Elect and the Programme Secretary.
At each annual meeting of the EVER Board the members of the EVER Board shall appoint by majority vote of the Board, from the most senior (those Scientific Representatives beginning the fourth year of a five (5) year term), one Member to serve as President for the ensuing calendar year. The remaining most senior Scientific Representative(s) shall serve as Vice-President(s). The President-Elect and the Vice-President(s)-Elect shall succeed the outgoing President and Vice-President(s) respectively, without further action by the membership of EVER or the EVER Board, immediately upon adjournment of the Association's Annual Scientific Meeting. They shall remain in office for one year or until his or her respective successor has been appointed and qualified.
The EVER Board will appoint an EVER member (not necessarily a member of the Board) as Programme Secretary.
Shall serve no more that one (1) year,(or until his or her respective successor has been appointed and qualified). He or she shall be Chairman of the EVER Board and Executive Committee; and shall be a member ex officio of all committees of the EVER. He or she shall be one of the Officers authorised to execute on behalf of the EVER Board all instruments authorised by the EVER Board and sign cheques, drafts and contracts of the EVER; shall work with the General Secretary to ensure that BasicSmall EVER policies and programmes are formulated and executed; and shall exercise such other powers and perform such duties and responsibilities normally associated with the office of President and as may be conferred upon him or her from time to time by the EVER Board.
The President-elect shall automatically become President of EVER upon expiration of the President's term; shall in the absence or disability of both the President and Vice-president(s) have and perform the duties and responsibilities of the President; and shall be a member ex-officio of all committees of EVER.
The Vice-President, or if there is more that one Vice-President, the one selected by a majority vote of the EVER Board voting, shall in the absence or disability of the President have and perform the duties and responsibilities of the President; and shall in the event of a vacancy in the office of President, occurring, in a similar manner fill the vacancy in the office of President for the unexpired portion of the President's term. The Vice-president(s) shall also have all other duties and responsibilities that the President or the EVER Board may determine.
The General Secretary shall be the chief executive and administrative officer of EVER; shall be a member ex officio of all committees; shall, subject to the direction of the EVER Board and President of EVER, be responsible for, exercise all of the powers and duties, for enunciating policies of EVER and managing the business and affairs of EVER. The General Secretary shall have all other powers, duties responsibilities, and authority that the EVER Board may determine.
The Treasurer of EVER shall, keep accurate accounts of all moneys of EVER received or disbursed, endorse for deposit all notes, cheques, and drafts received by EVER, deposit all moneys, notes, cheques, and drafts to the credit of EVER in banks and depositories from time to time as designated by the EVER Board or the Executive Committee. The Treasurer shall collect all dues, assessments, and fees owing to EVER, and invest and disburse the assets of EVER as directed by the EVER Board or Executive Committee and, in general, shall have and perform all powers, duties, and responsibilities usually incident to the Office of Corporate Secretary.
The Programme Secretary
The Programme Secretary is in charge of the scientific programme of the Annual Scientific Meetings of EVER.
A vacancy in any office, except as specifically provided in this Constitution shall be filled by the affirmative vote of a majority of the EVER Board. For Officers appointed by the EVER Board, a successor shall be appointed at the next annual or specifically called business meeting of the EVER Board. For elected offices, a successor shall be nominated and elected at the next two Annual Meetings of EVER in the manner set forth by this Constitution.
The term of office for the General Secretary, Treasurer and Programme Secretary shall be 5 years.
The Executive Committee
The Executive Committee shall meet at such times and places designated by the Chairman or by a majority of the Executive Committee if the Chairman has not been designated. A majority of the Executive Committee shall constitute a quorum for the transaction of business and a majority vote of the members of the Executive Committee present and voting at a meeting shall be necessary to adopt any action to be taken by the Executive Committee. The Executive Committee shall have and may exercise all of the authority of the EVER Board, or such lesser authority as may be set forth by resolution.
9.02 Special Committees
Both the EVER Board and the President shall have the authority to establish and appoint special committees of the EVER Board and to confer upon them all duties and authority deemed necessary and appropriate.
The members of each standing and specially formed Section shall elect a Programme Committee which shall consist of those officers elected by each section when from time to time vacancies fall due. Ordinarily, members of the Committee will serve staggered terms of two (2) or three (3) years. The Chairman of the Committee will be the Programme Secretary of EVER, or in his or her absence the most senior member in terms of years of office.
The Programme Committee shall arrange the scientific sessions to consist principally or exclusively of papers selected from among any abstracts submitted for consideration as well as arrange any special symposia or sessions, in keeping with the procedures and regulations established by the EVER Board. Members of the Programme Committee shall arrange for a moderator for each scientific session.
Article 10.00 Legal Representation
Without prejudice to the general power to represent the non-profit organisation of the Board, the non-profit organisation can be represented validly in court and in deeds, by the president of the Board, acting alone, except for the financial matters, to which the treasurer is entitled, and within the limitations of the day-to-day administration, by the managing director, acting alone, who does not need to prove the prior authorization.
The President, or in the absence or disability of the President, a Vice-President or a delegate appointed as stipulated in the bye laws is entitled to sign contracts binding the association.
Article 11.00 Accounts
The resources of the Association include:
- The product of the membership dues.
- Possible subsidies from the European Union, the States, Regions, Departments, Communes, Public Companies.
- The profit from meetings, interest on assets, and dues, and also moneys for services rendered.
- Any other resources or subsidies which are not contrary to the laws in force.
The financial year shall begin on the first of January and end on the thirty-first of December each year. The Board will submit the accounts of the preceding year and a budget for the following year to the annual General Assembly for approval.
Accounts kept by the Treasurer will be checked annually by an auditor. The auditor should have no link with the Executive Committee. The auditor is elected on the proposal of te Board by the General Assembly, for maximum three years. The auditor is re-eligible. The auditor will present his report to the annual General Assembly.
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