Statutes of Association "EurHeCA", INTERNATIONAL NON-PROFIT ORGANISATION UNDER BELGIAN LAW
Section I: Constitutive provisions
Article 1: Name
In accordance with section III (articles 46 to 57) of the Belgian Law of 27 June 1921 governing non profit associations, international non profit associations and foundations, an International Non Profit Association (A.I.S.B.L.) is hereby constituted under the name "EurHeCA" hereinafter "the Association."
Article 2: Head Office
The head office of the Association is situated at 94, Henri Jaspar avenue, 1060 BRUSSELS. The registered office may be moved to any other location within the Belgian territory by decision of the Administrative Board, put down for publication in the Appendix to the Moniteur belge (Belgian Official Journal) in the month the decision is taken.
The Administrative Board may foresee the establishment of operational headquarters or delegations outside Belgium, for which it will define the missions.
Article 3: Duration
The Association is established for an indefinite period of time, without prejudice to legal and statutory provisions concerning its dissolution.
Article 4: Purpose and activities
The Association is a non profit organization of international utility. Its purpose is to improve patient safety and well being by developing e Health technologies, their applications and the corresponding tools (authentication, signature etc… ), and interoperability of systems and databases, to coordinate the work in Europe concerning healthcare professionals benefiting from the principle of automatic recognition, to encourage continuous training for healthcare professionals and to implement a platform in order to exchange all useful information between competent authorities representing health professions.
In order to achieve its purpose, the Association shall undertake all actions required by the "competent authorities" under the terms of Directive 2005/36/EC of the European Parliament and of the Council of 7 September 2005 on the recognition of healthcare professional qualifications throughout the European Union, in order that they may freely exercise their profession in other Member States than their home country, either through the provision of services or by establishing a practice, while assuring the security of the patient.
The Association constitutes a forum where healthcare providers can meet and communicate with the scientific community and regulatory authorities, both on national and international levels and within the European Union.
The Association cooperates with other national, European and international organizations with similar interests.
The Association represents and defends the joint interests of its Members and represents them before authorities, both on a European and an international level. The Association can only take action on a national level by explicit request from all the Members from the country in question.
In this respect, the specific tasks of the Association include, but are not limited to, the following:
a) The establishment of a platform to meet and exchange between Members of the Association and/or any other organization or institution interested by the objectives pursued by the Association about subjects concerning e health applications (authentication, signature, etc…) and concerning the recognition of diplomas into the European Union.
b) The establishment and the updating the list of competent authorities for health professionals in each EU member state, under the terms of the Directive 2005/36/EC.
c) Creating and ensuring the proper functioning of a European tool, in the terms of the Directive 2005/36/EC, allowing exchanges between “competent authorities” for health professions of any useful information in order to pursuit the purpose described in paragraph 1, and in particular the identity, professional qualifications, and the “competent authority” for recognition of diplomas of health professionals. It examines all technical and operational aspects regarding the establishment and operation of any information support concerning European health professionals that will be available in function of the evolution of technologies.
d) The periodical organization of conferences and seminars.
e) The creation of a website.
The Association may request financial assistance and collect funds which will be attributed to theachievement of its stated purpose. It may carry out any operation related to its purpose or which is intended to benefit the purpose, andconclude all engagements to this effect.
Section II: Members
Article 5: Conditions of admission as Ordinary Member of the Association
The "competent authorities" representing health professions who agree to adhere to these statutes and who wish to pursue the same objectives as the Association can be admitted as Ordinary Members of the "Competent authorities" may submit their membership application to the Association. All membership applications must be accompanied by full documentary justification of its quality of "competent authority."
All Administrative Board decisions concerning membership applications shall be subject to a two thirds majority. Any membership application automatically entails the respect by the concerned "competent authority" of the provisions of the current statutes, if the authority is admitted as an Ordinary Member.
Article 6: Conditions of admission as Observer Member of the Association
“Competent authorities” of which the quality is proven by a file, and situated in a country that is not a Member State of the European Union, or of other public or private corporate bodies, and legally established according to the law and practice in their home country, who are interested in the objectives pursued by the Association and who accept to abide by these statutes of association may be admitted as Observer Members of the Association by decision of the Administrative Board.
All membership applications have to be submitted to the Association. The Administrative Board shall take all decisions concerning these applications by a two thirds majority. Any membership application as Observer Member automatically entails the respect by the applicant of the provisions of the current statutes, if the application is accepted and the applicant is admitted as an Observer Member.
Article 7: Resignation
Any Member of the Association may resign from the Association at any time, subject to six months notice by registered letter to the President of the Association.
A resigning Member is not eligible for a refund of membership fees, nor shall he have any claim to assets of the Association, nor to any distribution of assets nor to any financial distribution by the Association.
The resigning Members must ensure their membership fees and all other amounts due to the Association are paid up until the end of the calendar year in which they resign. The resigning Member is not exempted from agreed obligations. By his resignation he loses any mandate in the bodies of the Association.
Article 8: Expulsion
The non payment of membership fees by an Ordinary Member or an Observer Member of the Association during the year in which they are due, or the non respect of the provision of these Statutes and the Internal Regulations may lead to their expulsion from the Association.
Expulsion of a Member may only be decided by the Administrative Board with a two thirds majority vote. No refund of membership fees is offered and the excluded Member shall have no claim to assets of the Association, nor to any distribution of assets nor to any financial distribution by the Association.
The excluded Member must pay all membership fees and other amounts due to the Association until the moment of its effective exclusion. The Member is not exempted from honor obligations agreed to before its exclusion. By his exclusion he loses any mandate in the bodies of the Association.
2. Automatic exclusion
The loss of quality of "competent authority" shall entail the automatic loss of Ordinary Membership of the Association by the affected party. This automatic exclusion is observed and confirmed by the Administrative Board. The concerned legal entity can ask to become Observer Member following the requirements listed in article 6 of the present statutes.
Section III: Structure of the Association
Article 9: Organs of the Association
The organs of the Association are:
The General Assembly, the general management organ
The Administrative Board, the administrative organ
Article 10: General Assembly (general management organ)
The powers granted to the General Assembly are the following:
-The election and discharge of members of the Administrative Board
-The discharge of responsibilities of the Administrative Board;
-The approval of the Administrative Board’s annual activity report, budgets and annual accounts;
-The decision as to conservation or attribution of any positive balance of funds;
-The appointment of auditors as the conditions set out in article 53 §5 of the Law of the 27th of June 1921 concerning non profit associations, international non profit associations and foundations, are fulfilled;
-The modification of the statutes;
-The voluntary dissolution of the Association.
2. Composition of the General Assembly
The General Assembly is composed of the Ordinary Members and the Observer Members. Each Member shall appoint his representative.
When several Ordinary Members are competent for the same profession in one Member State, they shall appoint one delegate.
By decision of the Administrative Board, specially invited organizations or persons may participate in General Assembly debates, without participating to voting.
3. Meetings of the General Assembly
The General Assembly shall meet at least once a year before the 15 April under the presidency of the President of the Administrative Board or in their absence, of one Vice president or any other Ordinary Member designated by the General Assembly, at the Association's registered head office or at any other location indicated on the convocation to attend the General Assembly.
An extraordinary General Assembly shall be convened by the President, in the event of exceptional circumstances, at the request of the Administrative Board or the Bureau, or on written request by at least one fifth of the Representatives of the Ordinary Members, addressed to the Administrative Board. In this last case, the meeting must take place within 45 days of receipt of the request.
In order to be validly deliberated, a case must appear on the agenda. A General Assembly that has quorum may decide to add a point to the agenda by simple majority of the Representatives of the Ordinary Members present. Any points added in this way can only be deliberated and no vote can be taken in their regard.
4. Convocations to General Assembly meetings
All convocations are issued by the Administrative Board and sent by letter, fax, electronic mail or by any other means of communication, to all Members of the Association within 30 days before the date of the meeting. The convocation provides details in matter of the date, time and place of the General Assembly and includes the agenda.
5. Voting rights
Only the representatives of the Ordinary Members have voting rights. Each Delegate has one vote for the profession he represents within the General Assembly. Voting by proxy is permitted. A mandate can be granted to a representative of another Ordinary member. Each representative of an Ordinary Member can hold a maximum of two mandates.
6. Quorum and Majority
The General Assembly will have a quorum if no less than half of the representatives of Ordinary Members are present or represented. Nevertheless, if this quorum is not reached, the Administrative Board will convoke a new General Assembly within three weeks, with the same agenda. Subsequently the General Assembly is able to hold votes no matter the number of representatives of Ordinary Members present or represented.
Decisions will be voted by a two thirds majority of voices present or represented.
All resolutions of the General Assembly will be recorded in the minutes. All minutes are signed by the President and the Secretary. The register of minutes is kept at the Association’s head office, where all Members can consult its content and make copies if necessary.
Article 11: Administrative Board (the administrative organ)
The Administrative Board, of which the Members are elected in application to Article 10 par. 1 of the current statutes, must at all times include at least 5 representatives of the Ordinary Members of the Association and maximum 15 representatives of the Ordinary Members of the Association.
At least 1 delegate by present profession, as ordinary member of the association, sits at the Administrative Board.
As long as the Administrative Board has not reached a number of 15 Members, any new membership leads eventually to an adaptation of the composition of the Administrative Board. In this case, and if necessary, a new representative is designated under the same conditions, and in the same manner, for the remaining time of office of the other Members of the Administrative Board.
Members of the Administrative Board elect amongst themselves a President, two Vice presidents, a Secretary and a Treasurer who compose the Bureau.
At least 1 delegate by present profession, as ordinary member of the association, sits at the Bureau.
2. Exercise of the mandate of Council member
Mandates for the Administrative Board last for four years and are renewable. As long as the Administrative Board has not reached the maximum number of Members, as determined at §1, the mandate of the Members of the Administrative Board covers a period of one year.
A Member of the Administrative Board can resign from office before the end of his mandate, subject to two months notice addressed by registered letter to the President of the Association.
In this case, a new Representative is appointed under the same conditions and following the same modalities, for the remaining duration of the initial mandate.
Members of the Administrative Board are not remunerated for the exercise of their mandate.
The Administrative Board possesses full powers to achieve the objectives and activities of the Association. It has the authority accomplish all legal agreements judged useful or necessary to the achievement of the Association's purpose.
The following points in particular are part of the responsibilities of the Board:
-Establishment of the annual accounts, of the running practices and the budget for the following year;
-Election of Bureau members from amongst Board Members;
-Decision to transfer the head office within the Belgian territory;
-Creation of operational bases or delegations outside Belgium and definition of their missions;
-Admission, resignation and exclusion of Ordinary Members and Observer Members of the Association;
-Establishment of Internal Regulations and any modifications to such regulations;
-Determination of the amount of subscriptions
The Administrative Board has residual competence.
4. Conduct of the meetings
The Administrative Board meets at least once a year.
The President presides over the meetings of the Administrative Board. In case of absence, the President will be replaced by one Vice president. In order to be validly deliberated, a case must appear on the agenda. Points can be added to the agenda by simple majority decision of the present Members of the Administrative Board. Any points added in this way to the agenda can only be deliberated and no decision can be taken in their regard.
5. Convocations, Quorum and Majority
All convocations are issued by the President of the Administrative Board on his/her initiative or at the request of the Bureau or of one fifth of the Members of the Administrative Council, and are sent by letter, fax, electronic mail or by any other means of communication, to all members of the Administrative Board within 15 days before the date of the meeting. The convocation provides details in matter of the date, time and place of the meeting and includes the agenda.
The Administrative Board cannot officially hold votes unless at least half of its members are present. Nevertheless, if the quorum is not attained, a second meeting takes place within two weeks. This meeting is able to hold votes no matter what number of members are present.
The convocation to a meeting of the Administrative Board can allow a remote presence through videoconferencing technology
Decisions of the Administrative Board are adopted by simple majority. In case of a tied vote, the President casts a deciding vote.
The decisions of the Administrative Board are recorded in the minutes. All minutes are signed by the President and the Secretary and kept in a special register. Copies of the minutes are addressed to all members of the Administrative Board and to all Members of the Association within one month of each meeting.
The register of minutes is kept at the Association’s head office, where all Members can consult its content and make copies if necessary.
7. Representation of the Association
Any commitment that is not considered to be part of the day to day management of the Association requires the joint signatures of the President and two Vice presidents.
The Association is represented in all legal matters, whether as plaintiff or defense, by its President or by one Vice President in case of unavailability of the President.
Article 12: The Bureau
The Administrative Board entrusts the day to day management of the Association to the Bureau.
The members of the Bureau exercise their mandate as Bureau members for the same duration as their mandate as a member of the Administrative Board.
The Bureau meets on each occasion it is considered as necessary.
Section IV: Financial provisions
Article 13: Membership fees
Ordinary Membership and Observer Membership of the Association on the 1th of January of each year brings out the obligation of payment of the annual fee.
The fee amount for every category of members is determined each calendar year by the Administrative Board, at the same time as the payment and collection methods.
Article 14: Annual accounts and audit
The Association’s books are kept in accordance with article 53 of the Belgian law of 27 June 1921 concerning non profit associations, international non profit associations and foundation.
The financial year starts on the first of January and ends on the 31rd of December every year. Exceptionally, the first year starts on the date of the Royal Decree of recognition and will end on the 31rd of December of the year following its recognition.
The annual accounts for the past financial year and the budget for the coming financial year are prepared and submitted by the Administrative Board and the General Assembly will deliberate their approval.
If the accounts show an excess of receipts over expenses, the General Assembly decides whether to retain or attribute these funds.
Article 15: Dissolution and liquidation
The discharge or exclusion of one of its Members does not cause the dissolution of the Association.
Any proposal to dissolve the Association must emanate either from the Administrative Board or from at least one third of the Ordinary Members of the Association. Dissolution must be deliberated and voted on by the General Assembly. The meeting held to this effect will be considered to have quorum if at least two thirds of the total number of Ordinary Members are present or represented. The Association could be dissolved by unanimous decision of the delegates of Ordinary Members present or represented at the General Assembly.
If a unanimous decision is not reached, the definitive decision is postponed until a later General Assembly meeting at which the decision can be adopted by a two thirds majority of the votes of Ordinary Members present or represented at the General Assembly, independently of the actual number of Members present.
Dissolution is the starting point of the liquidation period. During this period, the entity keeps its legal personality. At the time of the dissolution, the members of the Administrative Board become the liquidators or can appoint two external liquidators by a two thirds majority of decision except if the General Assembly or the judge, who in his/her case pronounces the dissolution, decides otherwise.
The eventual assets of the association after the dissolution will freely be transferred to one or more associations of which the social goal is similar to that of the dissolved association.
SECTION V: GENERAL PROVISIONS
Article 16: Modification of Statutes
The actual Statutes of the Association are unlimited in their duration. The Ordinary Member who wishes to propose a modification to the Statutes will inform by writing the President of the Administrative Board of his intention and of the proposed amendment. All modifications must be deliberated by the Administrative Board and be subject to a two thirds majority of vote. Modifications made to the name of the Association must be approved by Royal Decree. All modifications are published in the Appendix to the Moniteur belge (Belgian Official Journal) according to the provisions of the Law of the 27th of June 1921 concerning non profit associations, international non profit associations and foundations.
Article 17: Internal Regulations
The Internal Regulations are adopted and modified by a two thirds majority of the votes casted by the members of the Administrative Board. No provision of the Internal Regulations which infringes the Statutes of the Association can be adopted.
Article 18: Articles of Association – additional languages
The Statutes are drawn up in French and can be translated into other languages. In case of discrepancies between versions, only the French version shall be considered authentic.
Article 19: Final Provision
Any item not expressly mentioned in these Statutes of the Association and in particular, the publication of notices in the Appendix of the Belgian Official Journal (Moniteur belge), is to be dealt with by reference to the provisions of Section III of the Belgian Law of the 26th of June 1921 concerning non profit associations, international non profit associations and foundations.