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 Statutes of European Society of Mycobacteriology (ESM)

 

 1. Name, registered office and business year

 

1.1     The society shall bear the name “European Society of Mycobacteriology” (ESM).

1.2     The registered office of the society shall be Borstel.

1.3     The society shall be entered in the registry of associations. The affix "e.V." ("registered association") shall be added to the name following entry.

1.4     The business year shall be the calendar year. The period from the founding of the society up to the following December 31 shall be a short fiscal year.

  

2. Purpose of the society

 

2.1     The general purpose of the society is the promotion of science and research in the field of mycobacteriology, thus fostering a better understanding of mycobacteriology and thereby preventing mycobacterial diseases.

2.2     In order to achieve the purpose of the society and fulfil its goals, the society will host scientific events, in particular an annual scientific conference on the topic of mycobacteriology; it shall also strive for an exchange of ideas and project-related cooperation of the members in the field of mycobacteriology. In addition, the society may become active in other fields insofar as such activity is consistent with the purpose and goals of the society, in particular in the area of advanced education.

  

3. Non-profit status

 

3.1     The society shall exclusively and directly pursue non-profit purposes within the meaning of section "Tax-privileged purposes" of the German Tax Code (AO) 1977 (sections 51 et seq) in the amended version. The society shall operate in a selfless manner. In economic terms, it shall not primarily pursue self-interest purposes.

3.2     The funds of the society may only be used for purposes in accordance with the statutes. The members, in their capacity as members, may not receive any contributions from the funds of the society. In the event they resign from the society or it is wound up or dissolved, the members may receive no shares of the society's assets. No person shall be favoured through disbursements not pertaining to the purpose of the society or through disproportionately high remunerations.

  

4. Membership

 

4.1     Any natural or legal person may become a member who has a connection to activities in the field of mycobacteriology or whose membership is otherwise conducive to the purposes of the society. Application for admittance into the society has to be made in writing (or electronically). The steering committee shall decide upon admittance.

4.2     Membership shall end upon resignation, exclusion, loss of capacity to contract, loss of legal capacity or dissolution of the society.

4.3     Resignation may only be declared in writing vis-à-vis the steering committee. Resignation shall only be possible taking effect at the end of a business year, subject to a term of notice of one month.

4.4     If a member has seriously infringed the goals and interests of the society or is in arrears with payment of fees for 6 months despite a reminder, the member may be excluded from the society through a decision of the steering committee with immediate effect. Prior to the decision, the member shall be given an opportunity to justify his behaviour or state his case. The decision of exclusion shall be provided with reasons and the member shall be notified in writing thereof. The member may appeal to the steering committee in writing against the steering committee's decision of exclusion within a period of one month from the time of receipt of the exclusion order. The general assembly of members shall decide on the appeal at the next meeting. Until the decision of the general assembly, the membership shall be suspended subject to contributions.

 

5. Fees

 

5.1      A minimum annual fee shall be paid by the members, the amount and maturity of which shall be decided by the general assembly of members.

5.2      Upon termination of the membership, there shall be no reimbursement of membership fees already rendered. All membership rights shall expire upon termination of the membership, in particular claims to services of the society.

  

6. Revenues of the society

 

The funds necessary to achieve the purpose of the society shall be raised by the society by means of membership fees, donations and donations in kind, public funding and proceeds from events in support of the society.

  

7. Bodies of the society

 

7.1     The bodies of the society are:

a) the general assembly of members,

b) the steering committee,

7.2     Through a decision of the general assembly of members or the steering committee, further bodies (council, committees, working groups) may be created.

 

8. General assembly of members

 

8.1     The general assembly of members shall be convened by the steering committee.

8.2     An ordinary general assembly of members shall take place once a year. The general assembly of members shall be summoned in writing, by fax or email; the invitation hereto shall be subject to a period of notification of at least one month, and shall announce the agenda. The agenda shall be determined by the steering committee.

8.3     The steering committee may convene an extraordinary general assembly of members at any time. It shall be under obligation to do so if

a)  the steering committee decides unanimously, or

b)  the summoning of a meeting is requested by at least 25 % of the members stating the purpose and reason in writing to the steering committee.

The extraordinary general assembly of members shall be summoned in writing, by fax or email, subject to a period of notification of at least two weeks, and shall announce the agenda. The agenda shall be determined by the steering committee.

8.4     The general assembly of members shall be conducted by the chairman of the steering committee. If he/she is prevented from attending, another member of the steering committee shall chair the meeting.

8.5     The minutes on the progress of the general assembly of members, in particular the resolutions adopted, shall be recorded and signed both by the chair of the meeting and the person appointed by the general assembly of members to take the minutes, the original report of which is to be stored at the society's office. A copy shall be sent to all the members within a period of one month following the meeting.

  

9. Resolutions of the general assembly of members

 

9.1     Only the items announced on the agenda shall be subject to resolutions of the general assembly of members. Each member may request the inclusion of other agenda items if submitted to the steering committee in writing no later than ten days before the assembly convenes. The steering committee shall immediately send on these additionally requested agenda items to the members by email.

9.2     Applications for supplements to the agenda may be filed at the assembly as applications of urgency. Acceptance of such applications of urgency shall require the simple majority of the members present.

9.3     The general assembly of members shall pass resolutions with a simple majority vote of the members present, insofar as the statutes do not specify otherwise. Irrespective of the number of members present, the assembly shall be competent to pass resolutions if an invitation to the relevant assembly has been issued duly and properly. A voting tie is deemed a refusal. Each member shall have a vote. Voting rights shall not be transferable.

 9.4     Having been entrusted in these statutes, the general assembly of members shall decide on the issues, as well as about the report and the discharge of the steering committee and the treasurer's financial report. Furthermore, it shall be responsible for the tasks of the society, the election of the steering committee, the adoption of the annual financial statement, the modifications of the statutes, and the decision about the dissolution of the society. It shall appoint two accountants, who may not belong to the steering committee, to examine the accounting including the annual statements and to report to the general assembly of members on the results.

 9.5     Modifications of the statutes and the fixing of the membership fees may only be decided upon with a two-thirds majority of the members present.

9.6     Modifications of the statutes requested by supervisory, court or financial authorities may be dealt with by the steering committee itself. All members of the society have to be notified in writing of such modifications of the statutes as soon as possible.

  

10. Steering committee

 

10.1   The members of the steering committee shall be elected by the general assembly of members individually. The steering committee comprises up to seven full members, in particular the president, the vice-president, the secretary, the treasurer and up to three committee members. In addition, the chairman of the annual ESM conference belongs to the steering committee.

10.2   The ordinary members of the steering committee shall be elected each for mandates of three business years. Only members of the society may be elected as ordinary members of the steering committee. Re-election of steering committee members in the same function shall only be permissible for a maximum of two mandates. Direct subsequent re-election in the same function is not permissible, but later re-election shall be admissible. Each of the steering committee members in office shall remain in office actively after expiry of their mandate until their successors have been elected.

10.3   Each member shall have a vote per position in the steering committee. If more than two candidates stand for election in the first round of voting and neither of the candidates achieves a majority, a second ballot shall decide between the two candidates with the most votes.

10.4   The membership in the steering committee shall end when the mandate expires, through resignation from the society, through withdrawal or through voting out of office by the general assembly of members with a three-quarter majority of the members present.

10.5   The steering committee shall conduct the business of the society on a voluntary basis. The general assembly of members shall be entitled to make the business and measures of the steering committee dependent on its approval and may draw up rules of procedure especially for this purpose.

10.6   The steering committee shall make its decisions with a simple majority. The steering committee shall make its decisions in personal assemblies, by telephone, letter, fax or via email. The steering committee shall be competent to pass resolutions if at least half of the steering committee members participate in passing the resolution.

10.7   The president and vice president shall comprise the steering committee within the meaning of section 26 German Civil Code (BGB). The society shall be represented in and out of court by the steering committee within the meaning of section 26 German Civil Code (BGB), namely by the president or vice president in each case.

10.8   The treasurer shall be responsible for managing the society's assets and shall draw up an annual financial statement for the society.

10.9    A record shall be drawn up of the minutes of all meetings and decisions of the steering committee and signed by at least two members of the steering committee.

10.10  Legal transactions with a transaction value exceeding a certain amount shall only be binding for the society if the general assembly of members has given their consent thereto. The amount shall be determined by the general assembly of members upon proposal by the steering committee.

  

11. The Chairman of the annual ESM conference

 

11.1   The chairman of the annual ESM conference shall be elected by the general steering committee for one year. He/she shall be responsible for the organisation of the annual conference which takes place prior to the end of his/her mandate (sub-item 2.2 of these statutes).

11.2    The chairman of the annual ESM conference is a member of the steering committee, but has no voting power.

 

12. Dissolution of the society

 

12.1   The dissolution of the society may only be decided upon in a general assembly of members specially convened for this purpose with a two thirds majority of those present.

12.2   In the event of dissolution or cessation of the tax-privileged purposes of the society, the assets of the society shall fall to the “Deutsche Gesellschaft für Hygiene und Mikrobiologie e. V.“, which shall use the financial means directly and exclusively for charitable purposes.

 

13. Statute requirements

 

The steering committee shall inform the members about the requirements or objections of the courts or the authorities and put forward a proposal for the remedy of the complaint. The provisions in item 9 shall thereafter apply with regard to modifications of the statutes.

 

14. Legal provisions

 Unless otherwise specified by these statutes, the legal provisions for registered associations shall apply in addition.

 

 15. Effective date

 

These statutes shall come into effect upon entry into the registry of associations.

- Signature of at least seven members: Tortoli Enrico, Niemann Stefan, Yates Malcom, David Suzana, Hoffner Sven, Pfyffer Gabriela, Rastogi Nalin

- Statement as to day of foundation of the statutes: 6th July 2009

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                                                                              Signed 6th July 2009, approved by General Assembly in Porto, 7th July 2009

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