EUROPEAN UNION GERIATRIC MEDICINE SOCIETY
The aim of these Internal Rules is to develop and interpret the Official Bye-laws (Articles of Association) of the EUGMS, approved under Belgian Law in a day-to-day and practical way.
I. Name, registered office and object
The official name of the society is the "European Union Geriatric Medicine Society" (EUGMS).
The registered office of the Association shall be in Brussels, UCL, Ecole de Santé Publique, Clos Chapelle aux Champs, 30, Bte 3037 ?1200 Belgium. The registered office may be transferred to any other place in Belgium by an ordinary decision of the Executive Board.
The EUGMS can also establish one or more working offices in any other country of the European Union, where clerical staff may be hired to fulfil the aims of the EUGMS.
The object of the EUGMS is to promote specialist Geriatric Medicine in the European Union states by promoting and providing geriatric medical education and training, continued professional development, working groups and task forces, recommendations, guidelines and consensus documents, and geriatric medical high quality research, and by developing effective, regular contact with the official authorities of the European Union and with other European Organizations active in the field of Geriatric Medicine and Gerontology in the European Union.
2.1. Types of Members
The EUGMS has two types of members: Working Members and Joining Members.
2.2. Working Members
a) Working Members shall be one National Society of Geriatric Medicine of each state of the European Union and associate countries, recognised by the EUGMS as representative of that state.
b) Each of these Working Members shall appoint one person to represent their Society in the Full Board. Each country has only one vote. Should more than one National Society exist in one state, an agreement between these Societies on the representing person should be first sought, they should agree on a single representative. If an agreement is not reached, the Full Board of the EUGMS will decide which of the National Societies will have the right to appoint the representative for that state, after reviewing relevant information. The number of clinical geriatricians who are members of these national societies shall be one of the factors involved in these decisions.
c) Working Members have full voting rights in the Full Board. They also have the right to make proposals and suggestions to be discussed at the Full Board, to participate in any activity of the EUGMS and to receive support from the EUGMS for their duties in their own countries.
d) Every physician who is a member of a Working Member shall be considered to be a Joining Member of the EUGMS, and shall have the right to participate in any activity of the EUGMS. They do not have voting rights. Working Members shall submit yearly to the office of the EUGMS a list of those of their members who qualify for membership of the EUGMS.
e) Working Members can resign by registered letter. On the recommendation of the Executive Board, the Full Board may exclude Working members from the EUGMS. Exclusion should only be after full consideration of all the circumstances and decided only by a two-third majority of the Working Members present or represented at a Full Board meeting. The Executive Board can suspend the affected party until the Full Board gives its decision. Any Working Member who ceases to be part of the EUGMS shall not have any right to corporate funds.
f) Working Members shall pay a subscription set annually by the Full Board on a proposal from the Executive Board.
2.3. Joining Members
a) Joining Members are individuals who are usually working in Geriatric Medicine in their own country, trainees and retired geriatricians. Every physician member of a Working Member is considered to be a Joining Member, but other physicians can also become Joining Members. Joining Membership is not restricted to the European Union.
b) Joining Members do not have voting rights. They can be invited to the Full Board to speak in an advisory capacity.
c) Joining Members have the right to participate in any activity of the EUGMS. They can also receive special rights, such as journal subscriptions. These rights have to be approved by the Full Board on a proposal from the Executive Board.
d) Joining Members can resign by registered letter. The Executive Board may also recommend excluding joining members from the EUGMS, after having heard the full circumstances and on a decision of the Full Board by a two thirds majority of the members present or represented. The Executive Board can suspend the affected party until the Full Board gives its decision. Any Joining Member who ceases to be part of the EUGMS shall not have any right to corporate funds.
e) Joining Members shall pay a subscription set annually by the Full Board on a proposal from the Executive Board.
2.4. Special Joining Members (Honorary Members)
a) Individuals may be appointed Honorary Members. Appointments shall be made by the Full Board on a proposal from the Executive Board. The number of Honorary Members shall not usually be higher than 1% of the total of Joining Members of the EUGMS.
b) Honorary Members shall be persons who have made outstanding contributions to promote specialist Geriatric Medicine in the European Union or other European countries. The appointment as an Honorary Member shall be a lifetime appointment. Honorary Members have the same rights as Joining Members, but Honorary Members shall not pay a subscription.
III. Full Board (General Meeting)
a) The Full Board shall have full powers to achieve the objects of the EUGMS.
b) Each Working Member shall appoint one person to represent their Society in the Full Board, as stated in Rule II.2.b. Each country has only one vote. Working Member representatives shall be appointed for a period of office of four years. This person can be reappointed, but only after a minimum period of one year out of office. A substitute can be appointed for a Meeting, when the representative cannot be present for any reason.
c) The Full Board shall consist of representatives of each Working Member and all the Members of the Executive Board. Only Working Members have voting rights (one vote per country). Any individual can be invited to attend in a consultative status. d) The following shall fall within the sole jurisdiction of the Full Board:
- approval of budgets and accounts
- election and dismissal of Members of the Executive Board
- amendments to the Byelaws (Articles of Association)
- amendments to the Internal Rules
- dissolution of the EUGMS.
3.2. Meetings of the Full Board
a) The Full Board shall automatically meet under the chair of the President at least once a year, at the venue indicated in the notice of meeting.
b) The notice of meeting shall be issued by the President. It shall be sent by letter, fax, email or any other means of communication thirty days before the date of the Full Board and shall contain the agenda. The agenda shall be approved by the Executive Board.
c) An extraordinary Full Board may also be convened by the President in the following circumstances and under the following conditions:
- by the majority of the Executive Board
- by at least half of the Working Members.
d) The Full Board shall only have a quorum if half of the Working Members are present or represented.
e) Except in the exceptional circumstances provided in the Bye-laws, resolutions shall be passed by a simple majority of Working Members present or represented and shall be brought to the attention of all Members. No decisions can be made on items which are not on the agenda. Minutes of the Full Board shall be written by the Secretary and approved at the next Full Board. The confirmed minutes of the Full Board shall be entered in a register signed by the President and the Secretary and kept by the Secretary, who shall circulate them to Members.
IV. Executive Board (Board of Directors)
4.1. Members of the Executive Board
a) The EUGMS shall be administered by an Executive Board consisting of eight Members (Directors).
b) The Members of the Executive Board shall be appointed by the Full Board for a period of office of four years. Half of the Members of the Executive Board shall be elected every two years. Any Member of the Executive Board may be reelected for a second period of office, except the President.
c) The Members of the Executive Board shall be, at the time of their appointment, practising Geriatricians in the European Union or associate countries. Any Joining Member of the EUGMS may be appointed Director. There should be a good representation of the European Union states in the Executive Board. If the representative of a Working Member is appointed Member of the Executive Board, he or she should resign from representing the Working Member in the Full Board.
d) In the event of a vacancy arising during a period of office, a temporary Member of the Executive Board may be appointed by the Executive Board, in which case he or she shall complete the period of office of the replaced Member.
e) Members of the Executive Board may be dismissed by the Full Board on a two third majority vote of the Working Members present.
4.2. Election of Members of the Executive Board
a) The Executive Board shall elect a President, a President Elect, two Secretaries, two Treasurers and an Academic Director from among its number.
b) The period of office of President and President Elect shall be two years. The President Elect shall normally be appointed President after two years. The President will then be appointed Past President, and serve as Past President for two more years. The Past President is also a Member of the Executive Board.
c) The period of office of Secretaries and Treasurers shall be four years. One Secretary and one Treasurer shall be appointed every two years.
d) The period of office of the Academic Director shall be four years.
4.3. Meetings of the Executive Board
a) The Executive Board shall meet at least twice a year, under the chair of the President, at the venue indicated in the notice of meeting.
b) The notice of meeting shall be issued by the President. It shall be sent by letter, fax, email or any other means of communication ten days before the date of the meeting.
c) A Member of the Executive Board may be represented at the Executive Board by another Member who may however not hold more than one proxy.
d) The Executive Board shall only have a quorum if half of the Members are present or represented.
e) Decisions of the Executive Board shall be taken by a majority of the Members present or represented. In the event of a split vote the President shall have the casting vote. Decisions shall be recorded in a register signed by the President and the Secretary and kept by the Secretary who shall circulate them to all members of the EUGMS.
f) The President shall be responsible to report decisions of the Executive Board at the Full Board.
a) The Executive Board shall have all management and administrative powers subject to the approval of the Full Board. It may delegate day to day management to its President or a Director or an employee. It may also confer special and specific powers of attorney on one or more persons.
b) All deeds binding on the EUGMS shall, with the exception of special powers of attorney, be signed at least by the President, the President Elect and another Member of the Executive Board, who shall not be required to justify the powers of attorney conferred for such purpose to third parties.
V. Academic Board and External Scientific Advisory Committee
5.1. Election of Members of the Academic Board
a) The EUGMS shall have an Academic Board consisting of no more than ten Members.
b) Members of the Academic Board shall be appointed by the Executive Board on a proposal by the Academic Director. They shall be practising geriatricians of any European Union or associated state with significant academic merit and nationally renowned in their own country. No more than two Members of the Academic Board should belong to the same country.
c) Members of the Academic Board shall be appointed by the Executive Board for a period of office of four years. In the event of a vacancy during a period of office, a temporary Member may be appointed by the Academic Director, in which case he or she shall complete the period of office of the replaced Member.
5.2. Responsibilities of the Academic Board
a) The Academic Board shall define and deliver the academic strategy for the EUGMS. This strategy will include the organisation of scientific congresses and symposia, development of clinical guidelines, establishing special interest groups of the EUGMS, postgraduate and undergraduate medical education, and creation of a specialist medical journal of the EUGMS.
b) The Academic Board shall have full responsibility in defining the scientific content of every congress or official meeting of the EUGMS, and establish a scientific committee for each major congress.
c) The Academic Board shall be responsible for establishing the official journal of the EUGMS.
d) The Academic Board shall meet at least twice a year, under the chair of the Academic Director. The Academic Director is accountable to the Executive Board for the work of the Academic Board.
5.3. External Scientific Advisory Committee
a) The EUGMS shall have an External Scientific Advisory Committee. Members of the External Scientific Advisory Committee shall serve as expert advisers to the EUGMS. They may be involved in any scientific task defined by the Academic Board, such as clinical guideline development, writing consensus documents or providing advice to any authority on behalf of the EUGMS.
b) Members of the External Scientific Advisory Committee shall be appointed by the Academic Board on a proposal from the Academic Director, after taking the views of every Working Member. They shall be practising geriatricians or specialists in other disciplines of any country. At least two thirds will belong to European Union countries. No more than six Members of the External Scientific Advisory Committee should belong to the same country.
c) Members of the External Scientific Advisory Committee shall be appointed by the Academic Board for the period of office defined by this Board, being no less than one and no more than four years.
VI. Budgets and Accounts
a) The financial year shall end on the 31 st of December of each year.
b) The Executive Board must submit the accounts for the year just ended and the budget for the following year for the approval of the Full Board. In any year without a Full Board, the Executive Board will approve the budget and the accounts on a temporary basis, and will present at the next Full Board the budget and accounts for approval for the last two years.
c) The Treasurers of the EUGMS shall have the right to act on behalf of the EUGMS in any financial matter: opening and closing bank accounts, signing deeds binding the EUGMS, paying wages and other activities needed for the normal functioning of the EUGMS.
VII. Amendment of Bye-laws and dissolution of the EUGMS
a) Any proposal relating to an amendment of the Bye-laws or the dissolution of the EUGMS must come from the Executive Board or at least one quarter of the Working Members of the EUGMS, and shall be made under Belgian Law.
b) The Executive Board must inform all the Working Members of the EUGMS of the date of the Full Board which will decide on the said proposal at least three months in advance.
c) The quorum for this Full Board meeting should be of at least two thirds of the Working Members of the EUGMS with voting rights present or represented. Decisions require at least a two thirds majority of the votes.
d) However, if two thirds of the Working Members are not present at the Full Board, another Full Board shall be called under the same conditions as above, which shall validly and definitively give a decision on the proposal in question, with the same two third majority, regardless of the number of Working Members present or represented.
e) Amendments to the Bye-laws shall not come into force until they have been submitted for the approval of the Belgian Ministry of Justice and published in the annexes of the Belgian Official Journal.
f) The Full Board shall establish the method of dissolution and liquidation of the EUGMS. Should any corporate funds remain after every payment is made, these funds will be donated to a non-profit organisation working with older persons.
VIII. First elections
a) The first election to the Executive Board will take place in or close to November 2003. At that time, a new President Elect, one of the Secretaries and one of the Treasurers will be elected. The serving Vice-President will become President and the serving President will become Past President (replacing the only current member of the Executive Board with no defined responsibilities). Two years following this date, a new election will take place according to Rules IV.1. and IV.2.
b) The first election of the representatives of the Working Members in the Full Board, as defined in Rule III.1.b., will take place before the year 2005.