INTERNATIONAL ASSOCIATION WITH A SCIENTIFIC AIM.
Law of 25th October amended by the Law of 6th December 1954.
EUGMS (European Union Geriatric Medicine Society)
I. Name, registered office, object
An international association with a scientific aim is formed and shall be called “ EUGMS ”, European Union Geriatric Medicine Society.
The association shall be governed by the Belgian Law of 25th October 1919 and all the legal changes from this date on.
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 Board of Directors published in the Appendices to the Belgian Monitor in the same month in which it is taken.
The object of the association, which is not a profit making association, shall be to promote specialist geriatric medicine in the European Union by organising conferences, symposiums and personal contacts.
The association shall comprise companies and individuals. There will therefore be two types of members: working members and joining members respectively.
The admission of new members shall be subject to the following conditions:
• working members: representing a European Union country, and associate countries. There is only one voting per country.
• joining members are individuals who are active in the field of geriatrics in their country. They can only speak in an advisory capacity.
• Members can resign by registered letter.
The board of Directors may recommend excluding members from the association, after having heard the affected party’s defence and on a decision of the General Meeting by a two thirds majority of the members present or represented. The board of Directors can suspend the affected party until the General Meeting gives its decision.
A member who cease to be part of the association (by death or otherwise) shall not have any right to corporate funds.
Members shall pay a contribution set annually (for the category to which they belong), by the General Meeting on a proposal of the Board of Directors.
III General Meeting
The General Meeting shall have full powers to achieve the object of the association.
It shall consist of all working members (joining members and honorary members may attend in a consultaive capacity).
The following shall fall within the sole juridiction of the General Meeting:
a) approval of budgets and accounts, with discharge, if it is the case, for the Board of Directors, in the execution of his missions.
b) election and dismissal of directors
c) amendments to the articles of Association
d) dissolution of the association
The General Meeting shall automatically meet under the chairmanship of the Chairman at least every two years at the registered office or the venue indicated in the notice of meeting.
The notice of meeting shall be issued by the chairman.
It shall be sent by letter, fax, e-mail or any other means of communication thirty days before the date of the General Meeting and shall contain the agenda. An extraordinary General Meeting may also be convened by the chairman in the following circumstances and under the following conditions:
- by the majority of the Board of Directors
- by at least half the working members.
In the year there is eventually no General Meeting, the Board of Directors will approve the budget and the accounts on a temporary base, and will present at the next General Meeting the budget and accounts for approval for the two last years.
Working members may each be represented at the General Meeting by another working member holding a special power of attorney.
Each working member may not however hold more than one power of attorney.
The General Meeting shall only be quorate if half of the working members are present or represented.
Except in the exceptional circumstances provided by these Articles of Association, 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 taken on items which are not on the agenda.
The resolutions of the General Meeting shall be entered in a register signed by the chairman and the secretary and kept by the secretary who shall make it available to members.
Without prejudice to Article 5 of the Law of 25th October 1919, any proposal relating to an amendment to the Articles of Association or the dissolution of the association must come from the Board of Directors or at least a quarter of the working members of the association.
The Board of Directors must inform the members of the association of the date of the General Meeting which will decide on the said proposal at least three months in advance.
The General Meeting shall only be quorate if two thirds of the members of the association with voting rights are present (or represented).
No decision shall be firm unless passed by a two thirds majority of the votes.
However, if two thirds of the working members of the association are not present at the General Meeting, another General Meeting 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 thirds majority, regardless of the number of members present or represented.
Amendments to the Articles of Association shall not come into force until they have been submitted to the approval of the Ministry of Justice and published in accordance with Article 3 of the Law of 25th October 1919 in the annexes of the Belgian Monitor.
The Meeting shall establish the method of dissolution and liquidation of the association.
The association shall be administered by a board consisting of not less than four and not more than eight members.
The directors shall be appointed by the General Meeting under the following conditions:
a period of office of four years. The offices shall be renewed for half each two years.
In the event of a vacancy during a period of office, a temporary director may be appointed by the Board of Directors in which case he shall complete the period of office of the director he replaces.
Directors may be dismissed by the General Meeting on a two thirds majority of the working members present or represented.
The Board shall elect a Chairman, vice Chairman, Secretary and Treasurer from among its number.
The Board shall meet at least once a year.
The notice of meeting shall be sent by letter, fax, email or any other means of communication.
A director may be represented by another director who may not however hold more than one proxies.
The Board shall only be quorate if at least half of its members are present or represented.
The Board shall have all management and administrative powers subject to the attributions of the General Meeting. It may delegate day to day management to its Chairman or a director or an employee. It may also, on its own responsibility, confer special and specific powers of attorney on one or more persons.
Decisions of the Board of Directors shall be taken by a majority of the directors present or represented. In the event of a split vote the Chairman shall have the casting vote. Decisions shall be recorded in a register signed by the Chairman and the secretary and kept by the secretary who shall make it available to the members of the association.
All deeds binding on the association shall, with the exception of special powers of attorney, be signed by two directors who shall not be required to justify the powers of attorney conferred for such purpose to third parties.
Legal action, as plaintiff or defendant, shall be taken by the Board of Directors represented by its Chairman or a director specially designated by him.
V. Budgets and Accounts
The financial year shall end on the 31st of each year.
The Board must submit the accounts for the year just ended and the budget for the following year for the approval of the General Meeting.
The General Meeting can decide to set up a reserve fund and establish the amount and method of contribution to this fund payable by each member.
VI. General Provisions
Any matter not provided for in these Articles of Association and in particular the publications to be inserted in the Appendices to the Belgian Monitor shall be handled in accordance with the provisions of the law.