EURETINA Bye-laws

1 – Name, Headquarters

1. The name of this society is EURETINA – Europäische Gesellschaft für Netzhautspezialisten (EURETINA – European Society of Retina Specialists) e.V.
2. It is a European scientific society officially registered in Hamburg, Germany. The society shall be registered with the Societies’ Register at the district court of Hamburg.
3. The business year of EURETINA is the calendar year.

2 – Purpose of the Society 

1. The aims of the society are the promotion of science, research and education, in particular

   1. the establishment of personal contacts and promotion of the exchange of knowledge between vitreoretinal and macula specialists in Europe.

   2. the stimulation and encouragement of vitreoretinal and macula research in Europe.

   3. the promotion of the diffusion of specific knowledge to the general ophthalmologists.

   4. maintaining contact with similar groups outside Europe.

2. Purpose of the society is also to provide financial funds for realization of charitable purposes according to §2 (1) carried out by other tax exempted corporations and by public corporations as well as foreign corporations.

3. As far as there is a conflict of interests (including, inter alia, consultancy agreements or memberships in other associations) while exercising rights as a member of the association or particularly as a Board member, e.g. in the context of voting, elections or lectures, such conflict shall be notified to the Board in advance. The Board shall decide on the consequences of a conflict of interests and may restrict the rights of the member or Board member in this connection.

3 – Non-profit status

1. The society only and directly pursues non-profit purposes within the meaning of the section “tax-privileged purposes” of the German Fiscal Code.

2. The purpose of the society according to these bye-laws shall be fulfilled in particular

   1. by holding scientific meetings and by offering its members a forum for the ex-change of ideas, and

   2. by supporting financially other tax exempted corporations and public corporations as well as foreign corporations in the realization of tax exempted aims according to § 2 (1) of these bye-laws, in particular by holding scientific meetings. A transfer of financial funds to a foreign corporation can be done only if the recipient assumes the obligation to present annually a detailed report about the spending of the financial funds received by the corporation not later than four months after the end of the business year. The transfer of financial funds will be terminated immediately if such report is not showing that the financials funds were used for the statutory purposes of the corporation or if the recipient is not complying with its obligation to provide such a report.

   3. The activities of the society are altruistic. It does not primarily pursue its own financial goals.

   4. The funds of the society may be used only in accordance with its statutory purposes.

   5. Members do not get allocations out of the funds of the society.

   6. The society may not  support any person with expenses which are not in accordance with the purposes of the society or with disproportionately high compensations.

4 – Financial Resources

1. EURETINA is financed by income from membership fees and registration fees. It may also accept donations from foundations, private  individuals, public institutions or industrial organizations.

2. The Board shall decide on membership fees.

3. The immediate Past President shall oversee all financial activities and present a report on the financial situation of EURETINA each year.

5 – Membership

1. Natural persons as well as legal entities can become a member of EURETINA.

2. Voting members are founding members, honorary members, and ordinary members.  Trainees, Legal entities, research scientists working in the industry and non-European members do not have voting rights.

3. The Executive Committee shall decide on the admission of new members.

4. Membership shall be terminated on the occurrence of any of the following events:

   – Death

   – Resignation of a member by a written notice to the Board

   – Expiration of the period of membership due to failure to pay member ship fees in case the Board had decided to charge annual membership fees.

   – Expulsion on the basis of a respective resolution of the Board. The Board may decide the expulsion of a member when the respective member has culpably and grossly violated the purpose and interests of the society.

5. Expulsion:

   The member shall be given 15 days prior written notice of the proposed expulsion including the statement of the reasons for the expulsion. At least 5 days before the effective date of the proposed expulsion the member shall be given the opportunity to comment on the proposed expulsion either orally or in writing and appeal to the General Assembly. Only after this hearing, the Board can decide by a two-third majority whether the expulsion should take place or not. The decision of the Board shall be final and binding. Any action resulting in an expulsion or termination of the membership must not date back more than one year.

6 – The Board

1. The general management of the society shall be vested in an elected Board.

2. The Board shall consist of the President, the President-Elect, and the Secretary General, and up to 9 further Board members.

3. A member of the Board, usually the President, is the Program Secretary for the next meeting.

4. The immediate Past President shall remain on the Board for a period of two more years.

5. The Board shall elect its President for a term of two years. During a Board Meeting the election for President is announced by the General Secretary and the time-frame for nominations and elections is confirmed. The General Secretary shall be responsible for organizing the whole election. Board members are requested to nominate from the Board one candidate for the position of President.  Board members may nominate themselves; however in any case a candidate must receive at least two nominations to be eligible.  Candidates are informed of their nomination and must accept this nomination in writing within 30 days.  Once finalized, the nomination list is circulated to all Board Members.  Voting will take place in advance of the board meeting and will be by means of an electronic voting system, which will be anonymous. Each member does have one vote. The nominee with the most votes shall be considered elected. More than half of the board members have to electronically cast a vote in order for the election to be valid.  In case of a tied vote, another secret ballot will take place electronically with voting on the nominees with the same amount of votes.  In the event of a tie on this vote one further secret ballot will take place electronically.  If a conclusion is still not reached the President will have the casting vote. The final result of the election will be announced at the Board Meeting.

6. The President Elect shall be nominated and elected at least one year before the commencement of his term of office as President.  A second presidential term is not allowed.

7. The General Secretary shall be elected by the General Assembly for a time period of six years. The candidate(s) for General Secretary will be nominated by the Board. The candidates are informed of their nomination by the President and must accept this nomination in writing within 30 days. The vote on the nominated candidate(s) should be by means of a secret ballot. A re-election of the General Secretary is possible for a further six year period.

8. Any Board member may be deselected at any time by a two-thirds majority of all the members of the Board.

9. Any Board member may resign at any time by giving written notice to the General Secretary. Any such resignation shall take effect as of the date stated in such notice.

10. Elections to the Board:

    Board members shall be elected by the General Assembly by a simple majority for a period of four years and may be re-elected for a further period of four years. Proposals for election may be submitted by any EURETINA member or the Board. To be eligible for election the proposed candidate must be a member of EURETINA and must accept the nomination in writing. The Board shall set up a procedure according to which the nominee’s qualifications and reasons for the nomination are communicated to the members. Not more than two members of the Board may be from the same country.

11. Co-opted Board Members:

    The Board may co-opt additional members by a two-thirds majority vote in order to incorporate important membership groups which would otherwise not be represented and to contribute skills otherwise not available from the elected Board. Only members of EURETINA can be co-opted to the Board.

    Co-opted Board members will have all rights of elected Board members with the exception of voting rights at Board meetings. Co-opted members shall serve a term of two years and their co-option can be renewed once for additional two years. Such renewal shall require a two-thirds majority vote of the Board members. Time served on the Board as a co-opted member shall not be taken into account with respect to the term of elected members. Therefore, a co-opted member can be elected to the Board and serve a full four year term as an elected Board member.

12. Meetings of the Board should be held at least once a year. Board members will be notified of the location and date of the board meeting by email at least two months in advance.  The agenda is drawn up by the General Secretary, while board members wishing to have items included on the agenda must submit these to the General Secretary at least one month prior to the meeting. The agenda will be circulated to board members by email a minimum of one week before the meeting.  Having a quorum requires the attendance of more than half of the Board members. In the event of a tie vote, the President shall have the casting vote. Any Board member who fails to attend more than two consecutive Board meetings shall be automatically expelled from the Board unless the non-attendance was due to extraordinary circumstances.

13. The Board may only incur liabilities on behalf of the society and its members if the liability is limited to the assets of the society. A reference to such limitation of liability must be included in all agreements and legally relevant declarations of the society.

14. The statutory Board consists of the President and the President-Elect. Both are authorized to solely represent the society.

15. The Board will establish the following committees:

    – Programme Committee

    – Research Committee

    – Publications Committee

    – Education Committee

16. The Board may establish other committees if considered as necessary for the society by the Board. The Board shall determine the scope of functions of the individual committees and shall coordinate their work. The chairmen of committees and the committee members will be appointed by the Board. The President shall be the chairman of the Programme Committee. The committees may include persons who are not Board members but members of the society. The provisions in these bye-laws about the Board shall apply accordingly to the decision making in the committees.

7 – Executive Committee

1. The Executive Committee consists of the President, the General Secretary, the immediate Past President and the President Elect to ensure that the decisions of the Board are implemented.

2. To facilitate the work of EURETINA, the Executive Committee shall have the right to invite from time to time non-members of the Executive Committee to attend meetings of the Executive Committee in an advisory capacity.

3. Duties of the General Secretary

   The General Secretary shall co-ordinate the organization of the Board and the General Assemblies of EURETINA. He shall maintain the contact between the Board members and the members of the society. He shall keep the minutes of the Board meetings.

   Upon termination of his period of office the General Secretary shall hand over all documents in his possession to his successor.

4. The immediate Past President shall supervise the current financial business of EURETINA. He shall present annually to the Board and to the General Assembly a financial report and shall attach the accounts confirmed by an auditor.

8 – The General Assembly

1. The General Assembly shall take place every year during a scientific conference. The President chairs the General Assembly. In case of his absence the oldest Board member present takes the chair.

2. The General Assembly will be convoked by the General Secretary. The invitation including the agenda will be circulated by mail, fax or e-mail to the latest known address of the members four weeks before the meeting specifying place and time of the General Assembly. The invitation to the General Assembly should point out that additional applications can be added in the agenda if the General Assembly decides this by a three-quarter majority of the votes cast.

3. Extraordinary General Assemblies must be convoked if at least one third of the members submit a written application to the Executive Committee stating the agenda for this additional meeting or if decided by the Board.

4. Decisions can only be adopted regarding subjects that are specified in the agenda of the meeting.

5. The General Assembly takes decisions on following issues:

   a)  approval of the budget and the accounts

   b)  appointment of the members of the Board

   c)  election of the General Secretary

   d)  confirmation of new members list as proposed by the Executive

   e)  modification of the bye laws

   f)  dissolution of the society

6. The General Assembly constitutes a quorum  irrespective of the number of present or represented members. Each member has one vote. A member may represent another member in the General Assembly by written authority. Decisions can be adopted by simple majority of the valid votes cast. Abstentions are considered invalid votes. Electronic voting is possible.

7. Modifications of the purpose of the society  requires a three-quarter majority of the votes cast by members in attendance.

8. The chairperson decides about the kind of voting. The voting must be done in writing if one third of the present voting members apply for such voting.

9. Decisions of the General Assembly will be recorded in writing and signed by the chairperson. Regarding modifications of the bye-laws the exact wording has to be recorded in writing. The record will be made available to the members.

10. The General Assembly is a non-public meeting. Guest and media may join the General Assembly upon the General Assembly’s consent.

9 – Publications

1. (1) EURETINA shall have the right to publish scientific journals, newspaper and other print and electronic materials as approved by the Board.

10 – Scientific Meetings

1. For the implementation of the purpose of the society in accordance with § 3 (2) of these bye-laws EURETINA shall hold scientific meetings or shall provide financial funds for the holding of scientific meetings by other tax exempted corporations. The Board may initiate additional scientific meetings

2. The President of EURETINA is responsible for the scientific program and the organization of the scientific meetings, insofar as these are held by the society.

3. The budget for the meetings has to be approved by the Executive Committee, insofar as these are held by the society. Any financial surplus is credited to EURETINA.

4. Fund raising can be done as much as possible to support the purpose of the society.

5. Referees’ expenses can be paid only in special circumstances.

11 – Amendments

1. Modification of the bye laws  requires a three-quarter majority of the votes cast by  the members present at the General Assembly.

12 – Dissolution

1. The dissolution of EURETINA may be proposed by the Executive Committee or by twenty members of the society. The proposal has to be circulated to all members ninety days prior to the General Assembly where the voting concerning the dissolution will take place.

2. The decision to dissolve EURETINA requires a three-quarter majority of all voting members of EURETINA. The vote should be cast by means of a secret ballot during the General Assembly.  In the event that during the General Assembly the required quorum of a three-quarter majority of all voting members of EURETINA is not reached, but a three quarter majority of members in attendance is reached, the EURETINA board can convoke an Extraordinary General Assembly to decide on the dissolution of the Society.  This will require a three-quarter majority of members attending the Extraordinary General Assembly.

3. In case the society should dissolve or in the event of the abolition of the tax-privileged purposes according to the German Fiscal Code, the society’s assets shall devolve on another tax-privileged corporation for the purpose of supporting science and research in the field of ophthalmology.