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EALAS Constitution

§1

Name and office of the association

The association shall be called European Academy of Laboratory Animal Surgery (EALAS), and shall be registered as a registered association (e.V.), in accordance with § 57 BGB (German Civil Code). The registered office of the association shall be in Leipzig. The financial year of the Association shall be identical with the calendar year.

§2

Purpose & Charity

EALAS was founded by professionals who share a common interest in laboratory animal surgery. The organization exclusively and directly pursues charitable purposes within the context of the section "Tax-Privileged Purposes" of the German Tax Code.

 

The purpose of the association is in particular the promotion of animal welfare. The association aims to improve understanding, expertise and the 3Rs (Replace / Reduce / Refine) by communicating high standards. The purpose of the statutes is realized in particular by scientific conferences and continuing education events, in which animal surgical topics are addressed. The aim is to improve surgical methods and the reproducibility of studies in pre-clinical research. The general public benefits through faster availability of newly approved therapies, medical devices and drugs while strengthening animal welfare. The association is active throughout Europe.

 

The association is charitable; it does not primarily pursue its own financial interests.

The income of the association consists of Membership fees, donations, grants from public institutions and revenue from events. All income and expenditure are made through the EALAS bank account. The accounts of the Association shall be kept in compliance with the commercial accounting principles applicable in Germany.

 

The income and property of the association shall be used exclusively to foster the purpose as set forth in these articles of the constitution.  No members shall receive any benefits from the funds of the association. No person may benefit from expenses that do not serve the purpose of the association or from disproportionately high remuneration. However, nothing shall prevent any payment in good faith by the association of:

 

a) reasonable and proper remuneration to any member or servant of the Company for any services rendered to the Company;

b) interest at a rate not exceeding 1% above the Euro Interbank Offered Rate (Euribor) per annum on money lent by Directors or other members of the Company to the Company;

c) reasonable and proper rent for premises demised and let by any member of  the Company (including any member of the executive committee) to the Company;

d) reasonable and proper out-of-pocket expenses incurred by any Director in connection with their attendance to any matter affecting the Company;

e) fees, remuneration to any company for the services purchased by the association.

§3

Membership

3.1 Prerequisites

Members of EALAS can become natural person of full age. Application for membership of the Association shall be made in writing to the Council with supportive information as the Council requires. The council decides on the application for membership at its discretion. Membership begins after payment of the annual fee and lasts until the annual fee falls due again.

All members may vote and be eligible for Council and the Executive Committee.

3.2 Categories

3.2.1 Active Member

Any person who has demonstrated interest in laboratory animal surgery shall be eligible for active membership.

 

3.2.2 Student Member

Any student who has demonstrated an interest in laboratory animal surgery may become a student

member. Such members shall pay a reduced membership fee.

 

3.2.3 Honorary Member

Any person who has rendered special meritorious service to the Academy or who has performed work evidencing an unusually high degree of achievement in laboratory animal surgery may be recommended for honorary membership by any member and agreement by majority vote at the AGM. Such members shall not pay a membership fee.

 

3.2.4 Emeritus Member

Any person who has been an active member in good standing for the previous five years and retired from active professional life shall be eligible for emeritus membership. Such members shall pay a reduced fee.

3.3 Dues

The amount of the annual membership fees shall be proposed by the executive committee and put to the general assembly for approval.  Amounts shall be payable annually in advance at the beginning of the membership period in accordance with EALAS policy. Members shall be reinstated after payment of the membership fee.

 

3.4 Liabilities

The Executive Committee shall be liable for the Association. Every member has to promote the interests of the Academy, in particular, to pay his membership fees regularly and, as far as possible to support the Academy through his active cooperation.

 

3.5 Privileges

All members who have paid their annual subscription shall be entitled to vote in any election or ballot proposed. Members of the Academy shall have the right to membership privileges as determined by the council. Members of the Academy shall have no claim on the assets of the Academy.

 

3.6 Termination

Failure to pay dues in the current membership year automatically terminates membership of the Academy. Written resignation by the member and submitted to the Treasurer is desired but not mandatory.

 

3.7 Exclusion

Any member of the EALAS may be censured, suspended, or expelled for professional misconduct or misconduct in relation to the purpose of the EALAS, or any other good cause, by a majority vote of the council. Charges must be made in writing, fully describing the offense, signed by a member in good standing and sent to the council of the EALAS.

§4

 Organizational Structure

4.1 Bodies of the academy

The bodies of the academy are the general assembly, the council and the executive committee. The Council may appoint working groups to assist in fulfilling the functions of the EALAS. The purpose and functions of the bodies are described in the following:

4.1.1 General Assembly

The General Assembly shall be convened every year virtually or in person and will be composed of the members present at the meeting.

  

4.1.1.1 Privileges of the General Assembly

The General Assembly will vote on the following resolutions:

  • Approval of the minutes of meetings

  • Granting of discharge to the Executive Committee

  • Election of the members of the Council and Executive Committee

  • Election of the accountants for auditing purposes

  • Acknowledgment of the annual financial statement

  • Appointment of honorary members

  • Changes to the constitution

  • Transfer of the registered office of the Association

  • Liquidation of the Association.

  • Consideration of any other competent business of the EALAS

 

4.1.1.2 Quorum ability & protocol

Each member shall have one vote. Resolutions of the General Assembly shall be passed by a simple majority of the members present. Minutes shall be kept of the General Assembly. The minutes shall be signed by the President and the Secretary. Election of Council members will be by open ballot.

 

4.1.2 Council

Nominations for the council can be made by members of the Academy or members themselves in line with EALAS policies. The members of the Council shall be elected individually by the General Assembly for a period of two years. Only members of the Association may be members of the Council. The re-election or early dismissal of a member by the General Assembly is permissible.

 

4.1.2.1 Responsibilities of the Council

The Council shall be responsible for activities of the Academy and may adopt policies insofar as they concern the conduct of meetings, membership privileges and applications, the election of Council members and the proper management of the Academy. The Council actively promotes the purpose of the academy in an attempt to recruit/suggest new members. The Council actively supports the goals of the EALAS, which may include organization of scientific meetings and accredited training courses, and is responsible for convening working groups as appropriate to support such activities.

 

4.1.2.2 Size of the council

The council consists of the executive committee and a minimum of 3 elected members. Additional members can be appointed in line with the EALAS policies.

 

4.1.2.3 Vacancies

If a member leaves the Council prematurely, the remaining members of the Council shall be entitled to elect a member of the Academy to the council until the election of the successor by the General Assembly.

 

4.1.3 Executive Committee

Proposals for the executive committee are made by the council. The executive committee shall be formed out of the president, the past- and president-elect, the Secretary and the Treasurer. The president shall act as 1st director and the president-elect as 2nd director. The duties of the executive committee shall be the administration of the affairs and business of the academy. The president, the president-elect and the treasurer shall each be in the position to legally represent the EALAS.

 

4.1.3.1 President

The president presides at all meetings of the academy. S/He communicates about activities and decisions of the council to the members of the academy and represents the Academy externally through appropriate public relations work. The President is one of the legal representatives of the association with individual power of representation.

 

 4.1.3.2 President-elect

The president-elect is the successor and consultant of the current president and exercises all functions of the president during his/ her absence. The president-elect is one of the legal representatives of the association with individual power of representation.

 

4.1.3.4 Secretary

The responsibilities of the secretary are among of others:

  • Minutes of meetings,

  • Storage and archiving of financial statements, reports and certificates of the academy in compliance with the legal requirements,

  • Record of the member’s list,

  • Execution of tasks determined by the council.

 

4.1.3.5 Treasurer

The treasurer is responsible for the finances of the academy. This may include:

  • Preparing invoices for membership fees and conference fees.

  • Verification of membership payments including reminders in secretaries collaboration

  • Managing sponsorship money,

  • settlement of payables of the association upon approval,

  • Reporting about the financial situation,

  • Tax reports if necessary,

  • Identifying appropriate accountants for audit purposes,

  • Annual submission of the audited financial statement to the General Assembly after it has been approved by the Council

The treasurer is one of the legal representatives of the association with individual power of representation.

 

§5

General Assembly

5.1 The EALAS shall hold at least one general meeting every calendar year.

5.2 The Executive Committee may, whenever it deems it necessary, convene an additional general meeting.

5.3 A general meeting may be requested by any member of the EALAS if that request is supported by at least 5 other members

 

5.4 Any request for an additional general meeting shall state the objects of the meeting and shall be signed by the requisitioners and be put before Council and the Executive Committee, who must set a date within 28 days of the request and the meeting itself must take place within 60 days of the request being received. 

 

5.5 If the executive committee or council do not adhere to (6.1.3) the requisitioners may themselves convene a meeting but any meeting so convened shall not be held after the expiration of 90 days after the requisition date. 

 

5.6 A meeting of the EALAS shall be called by not less than 21 days’ notice. The meeting shall be convened in writing and sent to the members by email. The notice of a meeting shall provide the following:

 

a) the place, date and time of the meeting;

b) the general nature of the business to be  transacted at the meeting;

c) in the case of a proposed special resolution, the text or content of that proposed special resolution.

 

§6

Amendment of articles

6.1 Amendments to the Statutes require a simple majority of the members of the Association present. Amendments to the Statutes can only be voted on in the General Assembly if this agenda item has already been referred to in the invitation to the General Assembly and both the previous and the proposed new text of the Statutes have been enclosed in the invitation.

 

6.2 Amendments to the Statutes required by supervisory, judicial or financial authorities for formal reasons may be made by the Executive Board on its own initiative. These amendments to the Statutes must be communicated in writing to all members of the Association as soon as possible.

 

§7

Termination (Winding-Up)

7.1 A 3/4 majority of the members present at the general meeting is required for the resolution to dissolve the association. The resolution can only be passed after a timely announcement in the invitation to the general meeting.

 

7.2 In case of termination or liquidation of the Association or in case of omission of tax-privileged purposes, the assets of the Association shall be transferred to another non-profit organization for the purpose of promoting animal welfare. The institution or institutions to which the property is to be given or transferred shall prohibit the distribution of their income and property among their members. Members of the Company shall select the relevant institution or institutions at or before the time of dissolution. A final statement identifying all assets transferred, along with details of the recipients and the terms of the transfer shall be prepared and filed.

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