NEWS

• Annual Russian Conference on “Haematopoiesis Immunology” - June 7-9, 2010 . Read more HERE

• ESCCA 2010 website is up and running. You can visit it HERE

STATUTE OF THE EUROPEAN SOCIETY FOR CLINICAL CELL ANALYSIS

Article 1
Name and Registered Office

(1)       The name of the association is:
            Vereniging “European Society for Clinical Cell Analysis”,
and is referred to below as the “Association”.

(2)       The Association has its principal office 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:

  1. Holding scientific meetings and conferences, and participating in any such meetings and conferences in a larger context;
  2. Maintaining contact with societies and associations, both in and outside the Netherlands, which are active in the same field or in allied areas;
  3. 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 must be made in writing to the Secretary.  Membership shall become final upon receipt of the membership fees.

The Association shall have three classes of members:

  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. Sustaining Members: All legal entities that support 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;
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

Article 4
Voting by Members and Honorary Members

  1. All Ordinary Members and Honorary Members shall have voting rights.  Sustaining Members are not entitled to vote.
  1. The Executive Board may consult and obtain votes from the members through the Internet, outside the context of a General Assembly, by making use of the website of the Association.
  1. Unless these Articles prescribe a larger majority, all resolutions must be supported by an absolute majority of the votes cast.  If the voting procedure described in Article 4(b) is followed, the motion concerned must be carried by no less than seventy-five percent (75%) of all voting members, failing which the motion shall be deemed to have been rejected.

 

    • In the event of a tie of votes by the General Assembly, the President of the Association shall have a decisive vote, provided that such has been agreed prior to the voting.  If the votes are tied in any voting referred to in Article 4(c), the motion shall be rejected.

Article 5
Termination of Membership

Membership of the Association ends:

  1. Upon a member giving written notice of termination at least two months prior to the end of the Association’s fiscal year.

 

  1. 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 31st 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.
  1. 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 that will be chaired by the predecessor to the current President of the Board; two of the committee members will be nominated by the member concerned, with the two remaining committee members being nominated by the Executive Board.  The decision of the 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

  1. The Association shall be managed by an Executive Board consisting of no less than five (5) members, to wit, the President, a Vice-President, a Senior Counselor, a Secretary, a Treasurer, and such a number of ordinary Board members as may be elected by the General Assembly.

 

  1. The Board members shall perform all duties prescribed by law or these Articles either collectively or individually.
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

  1. Board members shall be elected for a period of two years.  Resigning Board members are eligible for reelection to the same office only once for another two-year period.  However, after having served as Senior Counselor, ordinary Board members may be reelected as Vice-President and President, and may then, upon expiry of their term of office as President, serve on the Board as resigning President.  The first sentence of this Article 8(1) shall apply to each office.  The Senior Counselor shall be elected by the General Assembly from among the ordinary Board members on the basis of a nomination by at least one other Board member and an Ordinary Member.

 

The 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.  Nominations must be made known to the members in writing no less than three weeks prior to the election.  Board members shall be elected in accordance with Article 4.

Article 9
President

The President shall chair all meetings by the General Assembly and the Executive Board.  The President, Vice-President, Senior Counselor and Secretary shall prepare the agenda for any such meeting.  In the absence of any of these officers, he or she shall be replaced by a person designated 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 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 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

In order to constitute a valid quorum at a Board meeting, at least half of the Board members must be present.  The Executive Board may also adopt resolutions by e-mail if none of the Board members object to that decision-making process.

Article 14
Representation

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 or Vice-President.

Article 15
Financial Means

(a)        The Association’s financial means shall consist of:
            -     The assets held by the Foundation at the time of its conversion 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 object 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.

(b)        The General Assembly shall determine the amount of membership fees and contributions at their annual meeting.

(c)        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

(a)        The Treasurer’s management of the Association’s finances shall be audited annually by an audit committee.

(b)        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 committee each fiscal year.

(c)        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.  Other meetings of the General Assembly may be called by the Executive Board whenever necessary.

Notices of the meetings, also containing the relevant agenda, must be dispatched to the members at least twenty-one days in advance.  No resolutions may be adopted on any business not announced in the agenda for the meeting.

Article 18
Internal Rules

(a)        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.

(b)       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

A minimum of ten members are required for any request to the Executive Board to hold an extraordinary meeting of members within four weeks.  If the 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.

Article 20
Decision-Making by Members

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.  If the quorum is not present or represented, the motion concerned shall be submitted to the members for a written vote within two weeks.  The term for voting shall be no less than two weeks.  In deviation from Article 4(c) above, the resolution may be adopted if it is carried by an absolute majority of votes cast by at least thirty percent (30%) of the members.

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 members specifically convened for that purpose. Half of the total number of members shall constitute a quorum for a discussion of the motion; a two-thirds majority of the votes validly cast shall be required to adopt the resolution.

If more than half of the total number of members are absent, a new meeting shall be called and be held within four weeks of the first meeting.  When giving notice of that meeting, the Executive Board may ask the members to voice their opinion about the proposed amendment in writing.  The result of this consultation of members shall be presented at the meeting, but shall not have binding force.  At the second meeting, the members present shall have the power to decide the matter regardless of whether there is a quorum, provided that the resolution is carried by the majority prescribed above.

The members may also vote in accordance with Article 4(c), provided that there is a two-thirds majority in favor of the motion.

Article 23
Liquidation

(a)        If the Association is dissolved, its assets shall be liquidated by the Executive Board.

(b)        The liquidation process shall be conducted with due regard to the requirements set out in Section 2:23 of the Dutch Civil Code.

(c)        Any positive balance remaining after completion of the liquidation process shall be used in a manner fitting with the purpose of the Association.

(d)       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 register of associations of the Chamber of Commerce and Industry.

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 deponent, acting as stated before, finally declared as follows:

(a)        As result of this conversion, the rights of the former Foundation in its trade name, trademarks, patents and other intellectual and industrial property, as well as any and all other rights to a name, shall henceforth, by virtue of the law, vest in the Association operating under its new name;

(b)        The deponent and its principals, together forming the Executive Board of the former Foundation, shall henceforth constitute the first Executive Board of the Association; the individual Board members have been elected to the following positions:
(1)       the aforesaid Stefano Papa, President;
(2)       the aforesaid Maria Jorge Perinhas Arroz,
(3)       the aforesaid Jan Willem Gratama, Treasurer;
(4)       the aforesaid David Barnett, member;
(5)       the aforesaid Bruno Brando, secretary;
(6)       the aforesaid Francesco Lanza, member;
(7)       the aforesaid Alberto Orfao, member;
(8)       the aforesaid Gregor Rothe, member;
(9)       the aforesaid Ingmar A.F.M. Heijnen, member.

            The Vice-President and Senior Counselor shall be appointed from among the Board members as soon as possible.