Statute

Articles of Association:

Article 1

Name and Seat

The name of the association is: Vereniging "European Society for Clinical Cell Analysis", and is referred to below as the "Association".
The Association is established in Rotterdam, the Netherlands.

Article 2

Purpose and Means

The purpose of the Association shall be to develop, assess and standardize methods and
analyses used in cell research for clinical purposes in the broadest sense of the word.
The Association shall endeavor to attain its object by:

holding scientific meetings and conferences, and participating in any such meetings
and conferences in a larger context;
maintaining contact with societies and associations, both in and outside the
Netherlands, which are active in the same field or in allied areas;
using any other means legally permitted.

The Association is not organized for financial gain or for raising more capital than is
necessary to safeguard its continuity.

Article 3

Membership

Membership of the Association is open to all individuals who are active in the same field in which the Association is active or who have a professional interest in the work carried out by the Association.
Legal entities are also eligible for membership.
Applications for membership of the Association, including the nominations for Honorary Members, must be made in writing to the Secretary of the Board. The Executive Board decides upon the accession as Ordinary Member; the accession will be evidenced by a written statement from the Executive Board. In case a person is refused by the Executive Board to become a member, the general Assembly may decide to elect this person as a member. The decision regarding the election of Honorary Members will be adopted in accordance with the provisions of this Article 3.2b.
Membership shall become final upon receipt of the membership fees.
The Association shall have two classes of members and a category of legal entities which are called Sustaining Members, as follows:
1. Ordinary Members: All persons who engage in clinical cell analysis as part of their professional activities or who are otherwise interested in this field qualify for ordinary membership. The membership fees for these members shall be determined by the General Assembly at their annual meeting;
2. Honorary Members: Persons who have distinguished themselves in the field of clinical cell analysis may be nominated for honorary membership by any Ordinary Member. Nominations must be made in writing and be supported by at least ten Ordinary Members. Honorary Members are elected by the General Assembly. They do not pay membership fees;
3. Sustaining Members: All legal entities that support the objects of the Association
  are eligible to become Sustaining Members. The membership fees for these
  members shall also be determined by the General Assembly at their annual
  meeting.
Reference in these Articles of Association to the word "member(s)" without further
indication shall apply to both Ordinary Members and Honorary Members.

Article 4

Voting rights:

All Ordinary Members and Honorary Members shall have voting rights in the General Assembly and each shall have one vote. Sustaining Members are not entitled to vote.

Article 5

Termination of Membership

Membership of the Association (including the relation between a Sustainable Member and the Association) ends:

upon a member giving written notice of termination at least two months prior to the end of the Association's fiscal year.
upon the Association giving written notice of termination on the grounds, inter alia, that the member has failed to pay his or her membership dues by January 31 sl of the new fiscal year or has defaulted on any other financial obligation to the Association. Notice of termination shall be given by the Executive Board with a termination notice of at least two months, during which period the member may pay his or her membership dues or any other financial obligation to the Association. If the member has paid his or her membership dues or any other financial obligation to the Association during said termination period, the termination on behalf of the Association will be deemed to be revoked.
upon expulsion of a member. A member may be expelled only for cause, such as a violation of these Articles of Association or any internal rules or resolutions adopted by the Association, or for conduct grossly prejudicial to the Association, or for any other conduct rendering it unreasonable to demand of the Association that it continue the membership, more specifically conduct in the form of any scientifically or ethically irresponsible act or omission in word or deed. Members are expelled by the Executive Board. The expulsion resolution and a statement of the charges shall be communicated to the member in writing as soon as possible. Upon receipt thereof, the member shall have one month to file an appeal, to which end the Executive Board shall elect an appeal committee of five persons. The appeal committee will be chaired by the predecessor to the current President of the Board, unless this predecessor declines this position in which case the Executive Board may appoint another former memberd of the Executive Board as chairman of the appeal committee. Of the other four committee members, two will be appointed by the member concerned and the two remaining committee members will be appointed by the Executive Board. The decision of the appeal committee is binding. Both during the term for filing an appeal and pending the appeal procedure, the member concerned will be suspended.
upon the death of a member. If the member is a legal entity, its membership shall end if and when it ceases to exist.

Article 6

Fiscal Year

The fiscal year of the Association shall run from January 1st to December 31st of any given year.

Article 7

Executive Board

The Association shall be managed by an Executive Board consisting of no less than five (5) Board members. The Board members shall be appointed by the General Assembly, with due regard of the provision of the next paragraph. The President will be appointed in function by the General Assembly.
The Executive Board shall decide upon the number of Board Members with a minimum of five (5) Board members.
Board members shall perform all duties prescribed by law or these Articles either collectively or individually. The Executive Board appoints from its midst a Secretary and a Treasurer, as well as possible substitutes. The chairman of the Executive Board ("President") is appointed in function by the General Assembly. The offices of Secretary, Treasurer and President may not be combined in one person.
The General Assembly may dismiss and suspend the Board members at all times. The General Assembly must adopt a resolution for suspension or dismissal with a majority of seventy-five percent (75%) of all the validly cast votes.
If the number of Board members drops to below the minimum of five (5), the remaining members in office shall nonetheless constitute a valid quorum until the vacancy or vacancies on the Board has or have been duly filled by the General Assembly at their next meeting.

Article 8

Election and Term of Office

Board members shall be elected for a period of three years. Board members resign in
accordance with the schedule of retirement determined by the Executive Board. A
Board member may be re-appointed for another period of three years immediately
after resignation according to the schedule of retirement. There are no limits as to the maximum number of re-appointments, notwithstanding the provision of paragraph 3
hereof. The original schedule of retirement will apply for a Board member who is
appointed in the place of a premature vacancy.
The Executive Board may nominate a candidate for any vacancy on the Board and
shall present this candidate to the members in writing at least eight weeks prior to the
election. Furthermore, candidates may be nominated by two Ordinary Members
together. Any nomination should be done in writing to the Secretary of the Executive
Board. Furthermore, these nominations must be made known to the members in
writing no less than three weeks prior to the election.
A resolution to re-appoint a Board member for his second term is subject to the same
provisions and requirements applicable to a resolution for appointment of the first
term. A resolution to re-appoint a Board member for any subsequent term requires a
majority of at least seventy-five percent (75%) of all votes cast.

Article 9

President

The President shall chair all meetings by the General Assembly and the Executive Board. The President and Secretary shall prepare the agenda for any such meeting in accordance with the applicable provisions in these Articles. In the absence of any of these Board members, he or she shall be replaced by a person designated by the Executive Board from among the Board members.

Article 10

Secretary

The Secretary is responsible for sending notice of the meetings of the General Assembly and the Executive Board. The Secretary also keeps record of all business transacted at meetings of the General Assembly and the Board, handles all correspondence and administers the archives of the Association. Changes in the archives shall be effected in consultation with the Executive Board. At the annual meeting of the General Assembly referred to in Article 17, the Secretary reports on all activities of the Association. The Secretary shall be replaced in his her or absence by a person designated by the Executive Board from among the Board members.

Article 11

Treasurer

The Treasurer is responsible for the finances of the Association and shall report to the Generally Assembly at their annual meeting. At least fourteen days prior to the meeting, the Treasurer shall furnish all relevant information to the audit committee elected by the General Assembly during the previous annual meeting. The Treasurer shall be replaced in his her or absence by a person designated by the Executive Board from among the Board members.

Article 12

Board Meetings

The Executive Board shall meet as often as the President considers appropriate and, in addition, whenever no less than four Board members so request. In the latter event, the meeting shall be called no less than two weeks of receipt of the request by the President. The two-week period of notice shall be reduced to twenty-four (24) hours if a Board meeting is demanded by the President and/or no less than four Board members in the wake of a meeting of the General Assembly. As a rule, Board meetings are held by teleconference or video conferencing.

Article 13

Decision-Making by the Executive Board

All resolutions shall be adopted with an absolute majority of the validly cast votes unless the Articles of Association provide differently.
The Executive Board may only adopt any resolutions if a majority of all members of the board in function are present or represented. A member of the Executive Board may be represented in a Board meeting by another member of the Executive Board by virtue of a duly issued written power of attorney, in the sole judgment of the chairman of the meeting. A member of the Executive Board can only represent one other member of the Executive Board.
If in a certain Board meeting the majority of all members of the Executive Board in function are not present or represented, a second meeting will be held not earlier than two weeks and not later than four weeks after the first meeting. In this second meeting any proposal on the agenda of the first meeting can be resolved upon regardless of the number of members of the Executive Board present or represented in that second meeting. The convocation of such second meeting will provide the reason why the proposed resolutions can be resolved upon regardless the number of present or represented members of the Executive Board in function.
The Executive Board may also adopt resolutions without holding a meeting provided all Board members have rendered their opinion on the proposal in writing (including email), no Board member opposes against this manner of adopting a resolution, and he relevant majority of all members of the Board voted in favour of this proposaL. A resolution adopted in accordance with the previous sentence will be signed by the President and the Secretary and will be kept, together with all written declarations or opinions of the Board members, with the minutes.

Article 14

Representation

The Executive Board is, upon prior approval of the General Assembly, authorised to adopt esolutions to conclude agreements to acquire, alienate or encumber real property and to conclude agreements whereby the association binds itself as surety or as joint and several debtor, warrants performance for a third party or else commits itself to provide security for a debt of a third party. The Executive Board may only represent the Association regarding above legal actions with the prior approval of the General Assembly.
Without prejudice to the power of the Executive Board to issue special authorizations for specific events or a series of events, the Association shall generally be represented by the Executive Board or by the President.

Article 15

Financial Means

The Association's financial means shall consist of:
- the assets held by the Association at the time of its conversion from a foundation into the present Association; these assets may not be spent in any way other than to attain the object for which the Association has been formed, which corresponds to the objects of the foundation, unless a court of law grants leave to spend the assets otherwise;
- amounts of money to be paid by the members;
- contributions by sponsors and benefactors;
- donations, specific legacies, testamentary dispositions;
- income from activities undertaken by the Association;
- income from the Association's assets.

The General Assembly shall determine the amount of membership fees and contributions at their annual meeting.
If the Association is offered any donation or contribution subject to specific conditions, the General Assembly shall decide whether or not to accept the donation or contribution. An inheritance may only be accepted subject to the benefit of inventory.

Article 16

Audit Committee

The Treasurer's management of the Association's finances shall be audited annually by an audit committee.
The audit committee shall consist of two members. Members shall not serve on the audit committee for more than two years. The audit committee shall be composed in such a way that, except in the event of any interim resignation, only one new member is elected to the audit committee each fiscal year.
The audit committee shall report to the General Assembly. If so desired in cases where special expertise is required for the performance of an audit, the audit committee may retain the services of an accountant or other expert; the costs involved shall be borne by the Association.

Article 17

Annual Meeting of the General Assembly

The General Assembly shall meet at least once every year. In this annual meeting, the Secretary shall report on the activities of the Association and the Treasurer shall account for the finances of the Association over the past fiscal year based on the balance sheet and a statement of income and expenditure
Notice convening the General Assembly shall be made by or on behalf of the Executive Board no later than on the twenty-first (21 st) day before the meeting, by letter, stating the items on the agenda. If a member has consented thereto, notice for a meeting of the General Assembly can also be given electronically to the address provided for this purpose to the Association, provided the message is capable of being produced in writing.
No resolutions may be adopted on any business not announced in the agenda for the meeting.

Article 18

Internal Rules

The General Assembly, acting on a motion presented by the Executive Board, may adopt internal rules containing more detailed provisions for the Association and the Board on tasks to be performed and procedures to be followed.
The internal rules may not contain any provisions that are in breach of the law or these Articles of Association.

Article 19

Special Meetings of Members

The Executive Board must give notice to convene a meeting of the General Assembly within two weeks if (i) the President or (ii) at least four Board members or (ii) at least ten (10) members have requested this in writing, including electronically, setting out the exact matters to be discussed.
If the Executive Board has not given notice of the meeting within two weeks of the request, the members concerned may proceed to call the meeting. The Secretary shall be obliged to surrender the list of members to that end. The members may elect their own chairperson and secretary at any meeting so called. Prior to that election, one of the initiators of the meeting may act as chair. Articles 17.2 and 17.3 shall apply accordingly.

Article 20

Decision-Making by Members

Unless these Articles prescribe a larger majority, all resolutions of the General Assembly must be adopted with an absolute majority of the votes cast.
No valid resolutions may be adopted at any meeting in which less than twenty percent (20%) of all members of the Association are present or represented, with due observance of the last sentence of Article 20.4 hereof. If this quorum is not present or represented, a second meeting may be held. The second meeting should be held no sooner than four (4) weeks and no later than six (6) weeks after the last meeting. During the second meeting a resolution may be adopted with the relevant required majority of votes irrespective of the quorum represented at the meeting. When convening a new meeting mention should be made that and why a resolution may be adopted regardless of the number of members represented at the meeting.
In the event of a tie of votes by the General Assembly, the President shall have a decisive vote, provided that such has been agreed prior to the voting.
Votes cast for a General Assembly prior to the meeting by electronic means of communication (by making use of the website of the Association) are considered to be equivalent to votes cast at the meeting. The votes cannot be cast more than thirty days prior to the meeting. The Executive Board shall establish the conditions applicable to votes cast prior to a General Assembly. The convocation for the meeting shall mention the conditions. For the purpose of establishing a required quorum at a meeting the votes cast prior to the meeting are deemed to be present at the meeting.
Resolutions of the General Assembly may also be adopted through a voting procedure by electronic means of communication (by making use of the website of the Association) without holding a meeting, provided that such resolutions are adopted with a unanimous vote of all members thereto. Resolutions adopted outside a meeting in accordance with the first sentence of this paragraph shall have the same legal effect as a resolution adopted unanimously in a meeting in which all members are present or represented.

Article 21

Scientific Conventions

The Association shall organize at least one scientific convention per annum. Both members and non-members may attend these conventions. Scientific conventions and seminars must be scheduled at least three months in advance.

Article 22

Amendment to the Articles and Dissolution of the Association

Motions to amend these Articles of Association or to dissolve the Association shall only be considered in meetings of the General Assembly specifically convened for that purpose. Such resolutions may only be adopted with a two-thirds majority of the votes validly cast, with due observance of the provisions of Article 20.2 through 20.4.

Article 23

Liquidation

If the Association is dissolved, its assets shall be liquidated by the Executive Board, unless the General Assembly appoints other liquidators.
The liquidation process shall be conducted with due regard to the requirements set out in Section 2:23 of the Dutch Civil Code.
Any positive balance remaining after completion of the liquidation process shall be used in a manner fitting with the purpose of the Association.
Upon completion of the liquidation process, the annual financial statements and other accounts and records of the Association shall be kept for a period of at least seven (7) years by the person designated as custodian by the General Assembly. Within eight days of said completion, the custodian must register as such in the Trade Register.

Article 24

Contingencies

In all cases not provided for in these Articles of Association, the Executive Board shall make a provisional decision and submit the same for consideration to the General Assembly.

Final Provisions

The person appearing is known to me, civil law notary, and the identity of the person appearing mentioned in this deed has been determined by me, civil law notary, by means of the relevant document mentioned hereinbefore.
This deed has been executed in Amsterdam on the date mentioned at the head of this deed.
The contents of this deed have been stated and explained to the person appearing by me, civil law notary. Furthermore the consequences of this deed have been pointed out to the person appearing. The person appearing declared to have in good time taken cognizance of the contents of this deed and to agree with the contents.
Thereupon, after a limited part of this deed had been read out, it has been signed by the person appearing and by me, civil law notary.