Section 1. Name and Seat
The Society is called EUROPEAN SOCIETY FOR PHILOSOPHY OF MEDICINE AND HEALTH CARE and has been established in Maastricht (the Netherlands).
Section 2. Goals
The Society's aims are:
- to promote the development of knowledge and methods in the field of philosophy of medicine and health care in a broad sense
- to function as a centre of contact for European experts in this field, and to promote international contact between the members from the various European countries.
- The Society does not aim at making a profit to be divided among the members.
She tries to reach aforesaid aims by among others:
- organising European conferences and other scholarly meetings with a maximum interval of two years;
- publishing reports of her scholarly meetings as well as of other suitable material;
- coming into contact with and maintaining contacts with other organisations;
- making use of other valid means which are at the Society's disposal.
Section 3. Duration
The society has been entered into for an indefinite period of time.
Section 4. Membership list
The Board keeps a list containing the names and addresses of all ordinary members, institutional members and honorary members.
Section 5. Members
- Society consists of ordinary members, institutional members and honorary members.
- Ordinary membership is open to individuals who are interested in or who would like to dedicate themselves to the realisation of the Society's aims.
- Institutional membership is open to institutions or organisations that are willing to support the aims of the society.
- Honorary members are those, who through their exceptional merits for the promotion of the aims of the Society, have been appointed as such.
Section 6. Admission to membership
- An ordinary member can be admitted after a written request for admission to membership has been submitted to the Board.
- The Board decides on the admission of ordinary members and institutional members with a majority vote. The admission of honorary members demands the unanimous approval of all members of the Board.
- The General Assembly can still decide to admit an ordinary or an institutional member if this member was not admitted by the Board.
- If a candidate for membership has not been admitted, the Board is obliged to inform him in writing of this within three months after the request was made, stating the grounds for the decision and with reference to the information stated in part 2 of this article.
Section 7. End of membership
- when the member dies. The membership of a legal person ends when he ceases to exist;
- when the member resigns;
- when a membership is resigned on behalf of the Society. This may occur in cases such as mentioned in the articles of association;
- furthermore when a member fails to meet the demands for membership as they are stated in the articles of association, or when he does not meet his obligations to the Society, or when it cannot in fairness be expected of the Society to continue the membership;
- through expulsion. This can only be done when a member acts in defiance of the articles of association, regulations or resolutions of the Society, or when he has prejudiced the society in an unreasonable way.
Section 8. Resignation
- Resignation by order of the society or expulsion from membership will be done by the Board.
- Resignation of membership by the member himself or by the Society can only be done towards the end of the Society's year and in accordance with the terms of notice of four weeks. However, membership can be cancelled immediately if it is not reasonable to ask the member or the Society to continue membership.
- A resignation contrary to what has been stated in the previous part, will lead to cancellation of membership at the earliest possible time, following the date of cancellation.
- If a decision by the Board, in which the obligations for the members have been increased, has been made public a member can nevertheless be excluded from this decision if he resigns within one month. However, the member is not allowed to do so if it concerns a decision in which obligations of a financial nature have been increased for the members.
- The member will be informed as quickly as possible by the Society when a decision to cancel his membership and a decision to be expulsed from membership by the Society has been taken. This will be done in writing, stating the Society's reasons for doing so and mentioning the possibility of appeal, as referred to in part 3 of this article.
- Within a month after receipt of the written notification as mentioned in part 2 the member concerned has the possibility of appeal at the General Assembly. During the period of appeal and pending the appeal the member will be considered suspended.
- When the membership ends in the course of the Society's year, the member will still have to pay his due for the entire year, unless in individual cases the Society decides otherwise.
Section 10. Annual dues
- The funds of the Society consist of membership dues and other assets.
- Every ordinary and institutional member is obliged to pay the annual dues, which will be determined by the General Assembly.
Section 11. Board
- The Board of the Society is made up of the President, - the President-elect who also acts as vice-President, - the Secretary and the Treasurer, and by as many other members of the Board as are determined by the General Assembly.
The members of the Board are elected by the General Assembly from the members, taking into account what has been stipulated in the following parts:
- The appointment of members of the Board is done on the basis of a non-binding proposal, formulated by the Board or by at least 10 percent (10 %) of the total number of members who are entitled to vote. The Board's proposal will be communicated at the convocation of the meeting. A nomination of at least ten percent (10 %) of the total number of members who are entitled to vote has to be presented in writing to the Board prior to the start of the meeting at the latest.
- The President-elect will be appointed for a term of three years. He will then carry out the duties of President for another three years without a new election procedure. The first President at the time when the Society was founded will be immediately appointed for a period of three years.
Section 12. Suspension and termination of Board membership
- Even if a member has been appointed for a certain period of time, he can still be discharged or suspended by the organ that has appointed him. A suspension which is not followed within three months by a decision to discharge will end by right through expiration of the term.
- The regulations may contain provisions regarding the periodic resignation and the eligibility of the other members of the Board.
Furthermore, Board membership ends:
- through the termination of membership of the Society
- through resignation of the Board member concerned
Section 13. Functions of the Board
- Should the President resign before his term ends then the President-elect will carry out the duties of President up to the end of the President's term.
- The President will chair all sessions of the General Assembly and the Board. In his absence the chair will be taken by the President-elect and in the absence of the latter by the Treasurer or the Secretary.
- The President or a representative appointed by him shall supervise the organisation as well as the scholarly level of international conferences and other meetings organised on behalf of or with the support of the Society.
- Should the President-elect resign before his term ends then the Secretary or the Treasurer will be appointed vice-President pro tempore by the Board. The Board is then obliged to convene a General Meeting within three months, in which a new President-elect will be elected.
- The Treasurer is responsible for the management of the financial resources and other possessions of the Society. He collects contributions and tries to obtain donations and subsidies for the benefit of the Society. He will carry out his task in close consultation with the President and the President-elect.
- The Treasurer will submit financial reports for approval by the Board as well as an annual report for discussion at the General Assembly.
Section 14. Task of the Board
- Subject to the limitations in these articles of association, the Board is responsible for administrating the Society and for the subscriptions with regard to the Society at the Public Register of Societies of the Chamber of Commerce, in accordance with section 29 Book 2 of the Civil Code.
The Board will
- decide on admission to membership of the Society, in compliance with section 6 of these articles of association;
- prepare the General Assembly for the members;
- carry out the resolutions of the General Assembly and to report them;
- to develop activities with a view to realising the Society's objectives as described in section 2 of these articles of association.
- The Board has been authorised to have certain parts of its task carried out by commissions that have been appointed by the Board, at the latter's responsibility.
- The President will convene members of the Board for a meeting at least once a year. A meeting by telephone also counts as a Board meeting.
- The Society is legally and publicly represented by the President or his deputy together with another member of the Board.
Section 15. Annual report, account and responsibility
- The Society's year and her fiscal year coincide with the calendar year and runs from today up to 31 December 1987.
- The Board is obliged to keep records of the situation with regard to the Society's capital in such a way that at all times her rights and obligations can be known. The treasurer is obliged to inform the Board at once if the Society for whatever reason is not able to fulfil its financial obligations.
- At the annual meeting as meant in section 16, the Board will give a report as well as an account of the administration of the past year, through submission of a balance and a state of assets and liabilities. After expiry of the term every member can demand this account and responsibility by legal process of the Board.
- The Board is obliged to keep the documents as meant in sections 2 and 3 for a period of ten years.
Section 16. Financial commission
- If the General Assembly has not assigned an external expert, she will annually appoint from the members a commission consisting of at least two persons. These two persons should not be a part of the Board. The commission investigates the Board's account and responsibility and reports on her findings to the General Assembly.
- The commission of inquiry has the possibility of assistance by an expert, if the investigation into account and responsibility requires specific bookkeeping knowledge. This will be done at the Society's own expense. The Board has a duty to give the commission all the required information, to show them the funds and values if so desired and to give them inspection of the Society's books and documents.
- The commission's assignment can be recalled by the General Assembly at all times, though only through the appointment of another commission.
Section 16. Scholarly Meetings
- An international scholarly meeting will be held at least once every three years.
- The call to an international scholarly meeting in which date and place have been appointed by the Board, has to be sent to the members at least three months before the date of that meeting.
Section 17. Business Meetings
A General Assembly will be held each year. In the year during which no international scholarly meeting will be held, the General Assembly will be replaced by a meeting of delegates, the "Executive Committee", as arranged in more detail in section 20. The following topics among other things will be discussed in this business meeting:
- the Board's reports on finances and activities and on possible commissions and/or sections;
- the appointment of a financial commission for the following year of the Society;
- the election of the members of the Board as mentioned in section 11 and the members of the "Executive Committee", as mentioned in section 20 of these articles of association;
- the discussion and if necessary the confirmation of the Board's decisions, among which are the determination of the annual dues and the time and place of the next scholarly meeting;
- any other topics, of which the Secretary has been informed one month before the start of that meeting at the latest. Such a proposal has to be backed by more than five percent (5%) of the members. The proposal, together with the signatures of the required number of members will be sent in writing to the Secretary before the required period.
- Special General Assemblies will be held if at least ten percent (10%) of the total number of members entitled to vote so require.
- All members will be informed at least three months before a special meeting of members/delegates.
A special General Assembly announced in such a way can be lawfully held if
- the majority of the functioning members of the "Executive Committee" is present at the meeting, or
- at least forty percent (40%) of the non-suspended members are present.
Section 18. Admittance and right to vote
- All honorary members, ordinary members and institutional members who are not suspended will be admitted to the General Assembly.
- The General Assembly will decide about admittance of persons other than those mentioned in part 1.
- Every member of the Society who is not suspended, plus every honorary member has a vote.
- Members as well as honorary members can vote by sending in a ballot paper. Voting through another authorised member is not allowed. Ballot papers sent in are valid only if official ballot papers have been used, which have been filled in and signed by non-suspended members who are absent during the meeting, and if the ballot papers are in the Secretary's possession prior to the start of the meeting.
Section 19. Decision-making
- Insofar the articles of association or the law do not rule otherwise, all decisions from the General Assembly will be made with absolute majority of the valid votes. The President has a casting vote.
- The General Assemblies are convened by the President or the Board, taking into account a period of three months.
- The topics for discussion will be stated when the meeting is called or in addition to that call not later than one month before the meeting.
- The judgement, pronounced at the General Assembly, by the President that the Assembly has taken a decision is decisive. The same goes for the content of a taken decision insofar a vote was cast about a proposal that was not put down in writing.
- If however immediately after pronouncing the judgement mentioned in part 4 the correctness of that judgement is disputed, a new round of voting will take place. This happens when the majority of the present members demand this or, when the original voting did not happen by call or in writing, when a voting member demands this. The legal consequences of the original vote become defunct because of this new vote.
Section 20. Executive Committee
- The Executive Committee of the Society consists of the members of the Board as mentioned in section 11, and as many members of the Society as will be established in more detail in the Regulations.
- The other members as mentioned in part 1 will be elected at a General Assembly in the same year when an international scholarly meeting is held. They will be elected by and from the members for a period of three years.
The Executive Committee asserts all rights which have been granted to the General Assembly through law, the articles of association or the regulations of the Society, except:
- that the determination of the number of members and the appointment of the members of the Executive Committee has to be done by the General Assembly; and
- that the Executive Committee is unauthorised when and as long as a General Assembly is held, to which the members of the Society have been convened.
- With regard to the summons to a meeting with and the decision-making within the Executive Committee more detailed rules will be established in the Regulations.
Section 21. Amendment to the articles of association
- The articles of association of the Society can only be amended through a decision made by the General Assembly, which has been convened with the announcement that an amendment to the articles of association will be suggested.
- Those who have called for a General Assembly in order to discuss a proposal to amend the articles of association are obliged to make available to the members a copy of such a proposal, in which the suggested amendment is contained verbatim. This copy has to be put in an adequate place for inspection at least five days before the meeting, and will be kept there until after the day on which the meeting took place. Moreover, all members will be sent a copy together with their summons to the meeting.
- A decision to amend the articles of association needs at least two-thirds of the valid votes, at a meeting at which at least three-quarters of the members are present or represented. If three-quarters of the members are not present or represented, then a second meeting will be convened within four weeks in which a decision can be made about the proposal which was discussed during the previous meeting. This will be done irrespective of the number of members present or represented, provided there is a majority of at least two-thirds of the valid votes. In the summons to this second meeting the members need to be informed of the fact that this is a second meeting in which a decision can be made with said majority, irrespective of the number of members present or represented.
- An amendment to the articles of association will only come into force after a notarial deed has been drawn up. Every member of the Board is entitled to execute the deed and to register with the Chamber of Commerce.
Section 22. Dissolution
The Society will be dissolved through:
- a decision made by the General Assembly. That which was laid down in parts 1 to 4 of the previous article is correspondingly applicable to this decision-making;
- insolvency, after having been declared bankrupt or through the annulment of the bankruptcy due to the condition of the property;
- the judge's decision as determined by law;
- the complete absence of members.
- Sections 23 and 24 of Book 2 of the Civil Code are applicable to the balancing. A possible credit balance after the balancing will be used to ends which are in accordance with the aim of the Society, such as to be determined by the Board.
Section 23. Regulations
- The General Assembly will establish the regulations.
- All decisions which have to be taken in accordance with the articles of association by the General Assembly in order to further regulate the topics mentioned in said articles will be included in the regulations.
- If commissions are set up by the Board on the basis of section 14, part 3, the task, authorities, procedures and the composition of these commissions have to be regulated in the regulations.
- What has been established in part 3 is valid in the same way if the General Assembly decides to set up sections within the Society.
- The regulations must not conflict with these articles of association or the law.
Section 24. Place of jurisdiction
With regard to these articles of association and the other regulations of the Society, as well as the interpretation thereof, Dutch law has to be applied and only the Dutch judge in Maastricht will be authorised.