§1: Name, Location and Areas of Activities of the Association
- The name of the Association is European Society for Translational Medicine (EUSTM) – Europäische Gesellschaft für Translationale Medizin.
- The society is located at Vienna, Austria.
- The Association’s activities extend to the European Union (EU), as well as to non-EU member countries.
- The establishment of society’s branches is intended.
- The Association’s activities are based on the calendar year.
§2: Aims and Objectives of the Association
- The activities executed by the Association are non-profit based.
- The Association is independent and not political.
- The European Society for Translational Medicine (EUSTM) – Europäische Gesellschaft für Translationale Medizin – is a neutral platform for the promotion and coordination of exchanges between life sciences researchers, clinical researchers and physicians. Through this forum, the goal of rapid translation of laboratory findings, through diagnostic tests, new drugs and therapies in the practice, would be achieved. As a result, health care will be improved and high levels of health sector expenditures will be saved.
- The promotion of all scientific endeavours in the field of translational medical research.
- By establishing the cooperation with members, organisations, institutions and relevant persons in the field.
- By strengthening international cooperation between academia and industry to promote mutual knowledge exchange (Knowledge Transfer) in the field of translational medicine.
- y education, training and continuing professional educational programmes in the field of translational medicine.
§3: Activities and Means to achieve Association’s Goals
- The Association’s objectives and goals would be achieved through the stated activities and financial means which have been listed under sections 2 and 3.
- Foreseeable activities required to achieve the goals and objectives of the Association include:
- The establishment of a website and other electronic media platforms.
- The organisation of scientific meetings, lectures, conferences, meetings and talks by domestic and foreign experts on all issues related to the entire subject area.
- The publication of national and international journals, books, newsletters, individually or collaboratively with third parties, as well as electronic publications.
- The organisation of specialised seminars and webinars, training and continuing professional education courses.
- The required financial resources should be provided through:
- Membership joining fees and membership dues.
- Subsidies and grants.
- Donations and contributions.
- Sponsorship and advertising revenue.
- Participation fees collected from events, seminars and courses.
- Revenue from publications and projects.
§4: Membership Categories
- Members of the Association are categorised as follows:
- Regular Members
- Extraordinary Members
- Honorary Members.
- Regular Members can be natural or legal persons, provided that they support the Association’s goals and objectives. Regular Members have a seat and vote in the General Assembly. Each Regular Member is represented by theirself or their designated representative.
- Extraordinary Members can be natural or legal persons provided that they support the goals and objectives of the Association. Extraordinary Members have a seat but no vote in the General Assembly.
- Honorary Members are individuals who have distinguished themselves in a particular way, in the respect of the Association, as well as its goals and objectives. Honorary Members have a seat but no vote in the General Assembly.
§5: Acquisition of Membership
- Membership is voluntary.
- In order to become Association member, membership applications must be addressed by the applicant in writing to the Association.
- The approval of membership is decided by the Executive Board. Membership application may be refused without the provision of reasons.
- Honorary Memberships would be granted by the Executive Board.
- Before the Association’s Constitution takes effect, the membership approval would be granted by Association’s founders. Membership would then become effective only after the constitution of the Association.
§6: Termination of Membership
- For individuals or natural persons, membership would terminate following the death of the member and for legal entities – through the loss of legal status or insolvency. Termination of membership can also occur as a result of voluntary resignation and exclusion.
- A voluntary withdrawal can occur at any time without the provision of statement of reasons for such withdrawal. In cases, when the withdrawal explanation is provided after 1st November (date of post mark) of the respective year, membership dues for the following year must also be paid. The explanation for the withdrawal of membership should be forwarded to the address of the Association via registered mail.
- The Executive Board may expel a member where such a member fails to pay membership fees which are in debts. The obligation to pay already due membership contributions remains unaffected.
- In any case related to the termination of membership, the outgoing member is not entitled to benefits accruing to the Association – particularly in respect of any share of the Association’s assets.
- The rights and obligations of other members of the Association are not affected as a result of the withdrawal of a member.
- The Executive Board would make expulsion of a member from the Association in case of a gross violation of membership obligations or gross disregard for the Association’s goals and objectives. The appeal against such expulsion or exclusion is possible to the Court of Arbitration – pending the decision of the Court of Arbitration; the membership rights would not be active.
- Termination of membership shall not relieve the member from membership dues and obligations resulting from the membership tenure – neither does termination relieve actions pursuant to recovery of membership fees and other payments made to the Association.
§7: Rights of Members
- The right to vote in the General Assembly is for regular members and delegated persons appointed by legal persons – in accordance with the scope and frame of the statutory provisions.
- Members have the right to be informed about the activities of the Association and the financial position of the Association, from the Executive Board and the CEO at every General Assembly.
- Every member is entitled to request the Articles of Association from the Executive Board.
- At least one tenth of the members can request the Executive Board to call General Assembly.
§8: Duties of Members
Members are required to:
- Promote the interests of the Association whenever possible; and to refrain from activities which could cause damage to the reputation of the Association, as well as the goals and objectives of the Association.
- Comply with the Articles of Association, the rules and decisions of the organs, as well as supporting the Executive Board and the CEO in the execution and fulfilment of their tasks.
- To give the necessary information required to achieve the Association’s goals and objectives on time.
- To pay the membership contributions as stipulated by the General Assembly, on time.
§9: Organs of the Association
Organs of the Association are as follows:
- The General Assembly
- The Executive Board
- The Chief Executive Officer (CEO)
- The Auditor
- The Court of Arbitration.
§10: General Assembly
The General Assembly in compliance with the Association Act 2002 will take place every four years.
- An extraordinary General Assembly takes place following a resolution of the Executive Board or the General Assembly or following the written application of 10% of the entitled voters or at the request of the Auditors. In the aforementioned cases, the extraordinary General Assembly takes place within two months of the receipt of the petition convening such General Assembly.
- In respect of the ordinary as well as the extraordinary General Assemblies, all Regular Members are to be informed in writing to their most recently provided address, at least three weeks before the deadline. The convening of Regular Members of the Association occurs through the Executive Board or through the Chief Executive Officer. In respect of delegates, the irrefutable presumption that they are authorized and empowered to represent the respective Regular Member with effect, applies. This presumption also applies to all legally binding external relations.
- Applications relating to agenda items are to be submitted at least two weeks before the date of the General Assembly in written form. Valid decisions can only be taken on agenda items except that all Regular Members that are represented or present can expressly agree on decisions to be taken and that such a decision can be noted in the minutes to the General Assembly.
- The General Assembly’s decisions have effect irrespective of the number of members that are present. Agenda points which affect the Association’s goals can only be addressed if two thirds of the voting members are present.
- In the event that the General Assembly does not have a quorum at the appointed hour, another General Assembly shall be convened half an hour later with the same agenda points. This General Assembly, regardless of the number of members which are present, shall constitute a quorum.
- Elections and resolutions in the General Assembly usually occur through a simple majority. Resolutions through which the Articles of Association are to be amended or the Association is to be dissolved, however require a qualified majority of four fifths of the given valid votes. In the event of a tie, the vote of the President shall be decisive.
- The President will head the General Assembly. In the event of being unable to do so, the Vice President will assume this position. If the Vice President is also unable to perform this role, the oldest present Executive Board member will assume the role.
§11: Voting Right of the Regular Members in the General Assembly
- Each Regular Member of the Association present shall have only one vote.
- The right to vote shall be exercised through the Regular Member personally or in case that the Regular Member is a legal person through their delegated legal representative.
§12: Tasks of the General Assembly
- The General Assembly is responsible for decisions in respect of all matters relating to the Association provided that these are not transmitted through the Articles of Association or by resolutions of the General Assembly to other organs.
- The General Assembly is in any case subject to the following tasks:
- Appointment and removal of members of the Executive Board and the Auditors.
- Acceptance and approval of the financial report and accounts.
- Acceptance of the annual budget prepared by the CEO and/or the Executive Board.
- Determination of the amount of the membership fees and membership contributions at the proposal of the Executive Board.
- Resolutions on amendments to the Articles of Association and the voluntary dissolution of the Association.
- Decisions on submitted applications.
- Approval of the Executive Board.
§13: Executive Board
- The Executive Board shall comprise at least four members, namely the President, a Vice President, a Secretary General and a Treasurer.
- Members of the Executive Board are to be elected from among the Regular Members. The election of the Executive Board members by the General Assembly shall take place via secret ballot in case one Association member demands it.
- In respect of external representation, the President with another Executive Board Member has collective power of representation. Should a Chief Executive Officer be present, he would have individual power of representation.
- Internally, the following applies:
- The President of the Executive Board shall preside over the General Assembly and Executive Board meetings. In exigent circumstances, he is entitled, even in matters that fall within the scope of the General Assembly or the Executive Board to take individual decisions with his own personal responsibility. This however, requires the subsequent authorisation of the competent organ of the Association.
- The Secretary General is required to support the President of the Executive Board in the conduct of the business activities. He isobliged to take minutes of the General Assembly and the Executive Board –unless another Secretary General has been appointed to undertake such tasks.
- The Treasurer shall be responsible for the proper financial management of the Association, provided that the CEO is not responsible for this action.
- The respective representatives can only assume their functions if the President, or the Secretary General or the Treasurer is prevented from exercising their functions. The effectiveness of the functions carried out by the representative by virtue of the assumption of his representative capacity, is not in any way affected as a result of the exercise of such representative functions.
- The Executive Board is entitled to decide upon the powers of representation in the respective matters. Moreover, the entire Executive Board is obliged to issue a power of attorney in support of the authorised representative’s capacity.
- The term of the Executive Board is four years. In any case, it continues till the election of a new Executive Board occurs.
- Executive Board members whose tenures have expired are again capable of being appointed.
- Should an Executive Board Member’s tenure expire, his mandate would expire at the same time – without the need for a revocation by the General Assembly. He is obliged to report the situation immediately to the President or to the CEO. Should the term of the President of the Executive Board expire, his representative shall take over his position till the next General Assembly. Should the term of another member from the Executive Board expire, the Executive Board will be obliged, in the event that an insufficient number of Executive Board members are present, to promptly co-opt another eligible member who is capable of constituting the Executive Board. Subsequent authorisation in respect of this will be required during the course of the next General Assembly.
- The Executive Board meetings are convened in writing by the President of the Executive Board or in the event that he is being unable to do so, by the Vice President, or by all of the other remaining members.
- The Executive Board shall have a quorum if all members, through the giving of notice of a week were invited and at least half of them are present.
- The Executive Board shall take its decisions by a simple majority. In the event of a tie, the vote of the President shall prove decisive.
- The President shall lead the Executive Board and in his absence, the Vice President.
- Apart from the event of death, the expiration of the period of a function or a decision to leave the Association, the function of a member of the Association terminates through dismissal or through resignation.
- The General Assembly may dismiss the entire Executive Board or individual members of the Executive Board at any time.
- The Executive Board members may at any time declare their resignation in writing. The notice of resignation is to be directed to the Executive Board, in the case of resignation of the entire Executive Board it is to be directed to the General Assembly. The resignation of the entire Executive Board would then only become effective with the election of a new Executive Board.
- The Executive Board may establish an Advisory Board.
§14: Duties of the Executive Board
- The Executive Board shall manage the Association. It is the governing body in terms of the Association Act 2002. It is responsible for all activities that are not allocated through the Articles of Association to another organ of the Association.
- The following matters fall particularly within the sphere of action of the Executive Board:
- The establishment of the requirements of the Association in relation to appropriate accounting system with current records of revenue/expenditure and maintenance of a list of assets as minimum requirement.
- Preparation of the annual budget, annual report and accounts in consideration of the drafts provided by the CEO.
- Preparing and convening of the ordinary and extraordinary General Assembly.
- Informing the members about the Association’s activities, its conduct and Association’s audited financial statements.
- Management of the Association’s assets.
- Appointment and exclusion of members.
- Employment and dismissal of employees of the Association.
- Establishment of guidelines in case that rules of procedure are established.
§15: Chief Executive Officer (CEO)
The appointment of the CEO follows a proposal by the President. The election takes place through a simple majority by the Executive Board for a term of four years with the president having a power of veto. A re-election of the CEO is possible. The CEO is responsible for the implementation of the preliminary estimates against authorities and other interest groups.
- In addition, he directs the business of the Association in accordance with the resolutions of the General Assembly and the Executive Board.
- The CEO is subject to the directions of the Executive Board and the General Assembly. He gets his assignments from the Executive Board. The CEO is entitled and obliged to attend meetings of all organs of the Association, but he may by the order of the respective Association’s organ be also excluded.
- The CEO is particularly subject to the Executive Board in respect of matters relating to the Association’s assets and financial management.
- The CEO has up till the end of November of each calendar year – with the approval of the Executive Board, to create a concept of the activities relating to the coming year. This approach must also incorporate the estimated costs of proposed activities and should be submitted to the General Assembly for the relevant calendar year for approval.
- The CEO is obliged to prepare in addition to this annual estimate, and the related concept, the financial report and accounts.
- Furthermore, the CEO is bound by all other responsibilities assigned under the Articles of Association and resolutions of the General Assembly.
- For purposes of verifying decisions relating to computations undertaken by the Association, two Auditors are elected by the members of the General Assembly – and preferably from among the members of the Association or its organs and executive employees. Executive Board members and the CEO may not be elected as Auditors.
- The Auditors shall be elected on the basis of the tenure of the Executive Board. Provided that a conflicting resolution of the General Assembly does not exist, their re-election is permitted.
- The Auditors are obliged to undertake duties relating to financial control and the verification of the accounts. They are also obliged to report to the Executive Board on matters relating to results of the verifications before the General Assembly takes place.
- Transactions between the Auditors and the Association require the approval of the General Assembly.
- The provisions of §13 point 13 shall apply within the meaning and spirit of the provisions.
§17: Court of Arbitration
- All disputes arising from the Association’s relations shall be determined by the Court of Arbitration.
- The Court of Arbitration shall consist of three persons. It is constituted such that each dispute section chooses within two weeks after reporting the facts or submitting an application to the President one arbitrator among the Regular Members or delegates for legal persons which are members of the Associaton. The two nominated arbitrators are to be chosen within two weeks, from the members of the Association, the chairman of the Court of Arbitration.
- The Court of Arbitration must give all parties to the dispute a fair hearing. His decision is given in the presence of his members with simple majority based on best knowledge and conscience. His decisions are final within the Association.
- The members of the Court of Arbitration are not allowed to belong to an organ – with the exception of the General Assembly – whose activities are the subject of the dispute.
- The proceedings before the Court of Arbitration are private and confidential.
§18: Duration and Termination of the Association
- The Association is established for an indefinite period.
The voluntary dissolution of the Association may only for this purpose, be ratified in a specially convened General Assembly.
- The previous Executive Board must reveal the voluntary dissolution to the Association’s authorities in writing and publish it in a particular newspaper for the official announcements.
- In the case of voluntary dissolution or cessation of the favoured goals of the Association the members of the Association are not allowed to profit from the remaining available assets after accounting for liabilities. The outgoing Executive
- Board has to use it for non-profit scientific purposes preferably within the range and scope of translational medical research or, where this is not possible, for some other non-profitable or charitable purposes within the meaning of § 34 BAO.