PROPOSED STATUTES FOR THE EUROPEAN SOCIETY FOR REPRODUCTIVE IMMUNOLOGY (ESRI)
An Association is formed, the name of which is European Society for Reproductive Immunology (ESRI) and founded on the fusion of two Societies, the European Society for Reproductive and Developmental Immunology (ESRADI) and the Alps-Adria Society for Immunology of Reproduction (AASIR).
a) This scientific, non-profit Association has as its main goals the encouragement, development and promotion of fundamental and applied research concerning immunological processes in reproductive physiology, pathology, therapeutics and biotechnology in human and animals.
b) The main activities of the Society shall be: workshops, colloquia, conferences and congresses at which scientific results and problems related to the field of Immunology of Reproduction will be presented and discussed, also, publication of the scientific work of these meetings.
c) The Society is concerned especially with the development of Immunology of Reproduction in European and other countries.
The Society reserves the right to establish special relationships with national or regional associations, groups or societies interested in similar fields, and also with International and/or European Societies or Federations interested in Immunology and/or Reproduction.
It reserves the right also to create subsections or local committees and research groups and to participate in common meetings with other associations.
d) The main working language of the society will be English.
The headquarters of the Society shall be established in Berlin, Germany. This can be transferred to another location by a simple decision of the Executive Council, later ratified by the General Assembly.
The Society shall be composed of members
a) Individual ordinary members
b) Individual honorary members, who shall have no right to vote
c) Corporate members, who are represented by a Delegate, who shall have one vote
d) Individual student members
The candidacy of individual members shall be decided by the Executive Council on the basis of their achievements and/or employment as appropriate to the field.
Nomination of honorary members shall be made by the General Assembly after proposal by the Executive Council.
Admission of corporate members shall be carried out by the Executive Council after proposal by the Board of Officers.
Termination of membership
The status of member shall be lost by
b) termination declared by the Executive Council for non payment of dues for 3 years or for ethical issues.
The amount of the dues for the four categories of members shall be set on advice of the Treasurer, decision of the Executive Council and approval of the General Assembly.
The resources of the Society include
1) the amount of membership fees
2) subsidies from the European community, the States, departments and communes
3) resources created by special arrangement, subject to the approval of the competent authorities
4) receipts of remunerations collected for services rendered
5) possible donations or sponsorships
a) The Society shall be directed by an Executive Council including the Board of Officers and six Councillors elected for three years by the General Assembly. The Councillors may be reelected.
b) The Board of Officers is composed of:
. The Past President (ex officio), who will not have voting rights
. The President
. The President-Elect
. The Secretary-General
. The Treasurer
c) In case of a vacancy, the Executive Council shall provide for provisional replacement of its members; this shall be followed by definitive replacement at the following meeting of the General Assembly. The authority of Councillors elected in this way will end at the time when the mandate of the Councillors replaced would normally expire.
Meeting of the Executive Council
The Executive Council shall meet at least once a year, at the call of the President or at the request of one fourth of its members. Decisions shall be made by majority vote; in case of a tie, the vote of the President shall decide. Any member of the Executive Council who, without valid reason, fails to attend two consecutive meetings of the Executive Council, shall be considered to have resigned.
The General Assembly includes all current members of the Society who have paid their dues. It shall meet each year. The meeting shall be announced by the Secretary-General at least one month before the date set. The President, assisted by the Executive Council members, presides and gives a general report of the activities of the Society. The Treasurer gives a financial report. Both reports are submitted for approval by the Assembly.
Items on the agenda are discussed and/or decided.
Special General Assembly
This can be convened by the President or at the request of one half plus one of the enrolled and paid up members.
Bylaws can be established by the Executive Council. They will take effect after approval by the General Assembly. Such bylaws are aimed at details or issues not covered by the Constitution, especially concerning the internal administration of the Society.
Modification of the Constitution and dissolution
Any modification of the Constitution, as well as dissolution of the Society, shall be decided by at least two-third of the members present at the General Assembly after consideration of a text which shall be distributed to the members of the Society at least 30 days before the meeting of the General Assembly.
In case of dissolution, a 2/3 majority of all voting members of the Executive Committee shall be required to, dissolve a Society and to designate recipients of the assets.
Organizational Structure and Membership
1. ESRI is composed of members who are interested in Immunology of Reproduction. The organizational body of ESRI consists of an Executive Council and a General Assembly.
2. Executive Committee. The Executive Council is composed of Voting Members and Non-Voting Members. It consists of Officers and Councillors elected.
3. General Assembly. The General Assembly is constituted of all paid-up members attending an ESRI-designated meeting. Voting members are those who attend the Business Meeting; alternatively, a ballot may serve for a voting purpose including all paid-up members.
4. Applications for Membership. The Executive Committee decides on admission and numbers of members. An application would include: a) CV, b) list of papers (contributions), c) two recommendations. Executive Council by a simple majority vote would finally approve the membership.
5. Resignations. A member or organization may resign at any time by writing to this effect to the General Secretary.
6. Financial Support. Financial support for ESRI administrative services may be derived from membership fees collected from each member. The amount of such fee would be proposed by majority vote of the membership of the Executive Council and approved by the General Assembly.
It is proposed that the annual membership fee should be of 20 Euro per year (ordinary member) and 10 Euro/year for student member or 50 Euros per three year and 25 Euros per three years, respectively. Financial support for other activities shall be derived from funds raised by the Executive Council through the activity of the Society and cooperation with other organizations/institutions.
7. Duties and Membership. The administration of ESRI and further tasks of this Society are delegated to the Executive Committee. Election is for a three-year term, which lasts from the beginning of the last day of a meeting of ESRI to the last day but one of the next respective meeting.
8. Officers and Councillors. Officers of the Executive Council are: President, President-Elect, Secretary-General and Treasurer. The Officers and Councillors are elected by a simple majority vote from nominations received from voting (paid-up) members of the Society. Officers and Councillors serve for three years. Re-election to the same office can occur with exception of the President who serves for one term only. A balance among geographical locations is encouraged. No more than three Executive Council members (out of the total 11) should originate from a single country, therefore those with less counts will be automatically deleted.
9. For the first vote, the President and President-Elect would come from different Societies (ESRADI and AASIR). Nominations from a direct ballot of the members may indicate only one Officer position, however, the same candidate can also be voted for a Councillor position.
10. President. The President will preside at meetings of the Executive Council and General Assembly. In the absence of the President, the General Secretary, Treasurer or another member of the Executive Council, in that order, shall preside. The President shall have general charge and supervision of the business and affairs of the Society. He/she will approve the Minutes of the Executive Committee and Business Meetings and will arrange an audit of the ESRI accounts whenever a member newly assumes the office of Treasurer.
11. Secretary-General. The Secretary-General shall attend and keep the minutes of all meetings of the Executive Council and Business Meetings of ESRI. He/she will assist the President in preparation of agendas, will be in charge of organizational documents and will be responsible for maintaining a mailing list of individual members, lists of committees and their members, and correspondence with all members and related organizations. The Secretary-General will receive requests for membership in ESRI and will be responsible for presentation of membership applications to the Executive Council and for communications with applicants. He/she will also maintain the Society website.
12. Treasurer. The Treasurer shall have custody of all funds and securities of ESRI, subject to the regulations as may be imposed by the Executive Council. He/she shall keep the financial records of the Society and shall enter therein full and accurate accounts of all monies received or paid or obligations incurred on account of ESRI, and he/she shall exhibit such records at all reasonable times to any member of ESRI on application of such member to the office of the Treasurer.
13. Corporate members may be invited to Executive Council as a non-voting member. Decisions of Executive Council should be ratified by General Assembly.
14. Meetings and Conduct of Business. The Executive Council shall meet yearly to conduct business during ESRI designated conferences. Additional meetings may be held and business conducted if a majority of the Voting members of the Executive Committee are able to attend. In the intervals between meetings, decisions of the Executive Council may be taken as written votes (letter, facsimile letter, electronic mail). Emergency teleconferences may be called by the President or, in his absence, the Secretary-General or Treasurer in that order. The results of such votes will be circulated to members of the Executive Council in a timely fashion. All recommendations and decisions taken by the Executive Council must be reported to the General Assembly, preferably at least one day in advance of the Business Meeting.
15. Voting. Under all circumstances, voting shall require a quorum, which will consist of a minimum of 60% of the Voting members. Each Voting member of the Executive Council, including the President, shall have one vote, and all decisions will be made by a simple majority unless otherwise stated in the Constitution or Bylaws. In the event of a tie, the President shall have the deciding vote. Votes may be registered in person by attendees at the Executive Council meeting. Executive Council shall receive advance notice of up-coming votes and be informed of the results in a timely fashion.
16. Standing and Ad Hoc Committees. The President may also appoint Committees and their chairmen as required to conduct the business of ESRI. Each Committee will include at least one member of the Executive Council, will report to the President and the Executive Council, and will submit a written report to the Executive Council on an annual basis.
17. The Executive Council, except as in these Bylaws otherwise provided, may authorize any Officer or Officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of ESRI. Such authority may be general or confined to specific instances. It is proposed that each next Meeting Organizer could be invited as non-voting member of Executive Council. Unless so authorized by the Executive Council, no Officer, agent or employee shall have power or authority to bind the Society by any contract or engagement or to pledge credit or render it financially liable for any purpose or to any amount.
18. Remuneration. Members of the Executive Committee shall not receive any salary for their services. The Executive Committee shall have the power to remunerate members of the Executive Committee rendering unusual or exceptional services to ESRI. Executive Council shall decide in collaboration with forthcoming meeting organizers, the financial arrangements and commitments in respect to the organization of future Meetings of the Society.
19. Membership, Responsibilities and Voting. The General Assembly consists of all paid up members belonging to the Society and participating in an ESRI Business Meeting. A quorum shall consist of 30% of the participants attending the conference. Each will have one vote. Unless stated otherwise in the Constitution or Bylaws, all decisions in the General Assembly will be taken by simple majority vote. General Assembly can refer issues to be e-mailed to all members for a secret ballot. The decisions of the General Assembly are final on all matters concerning the aims and policy of ESRI. The General Assembly may overrule the Executive Committee in every matter with a 2/3 majority vote.
20. Business Meeting. A Business Meeting of the General Assembly will be held during each Meeting of ESRI. The President or, in his absence, the Secretary-General, Treasurer or another member of the Executive Committee, in that order, will preside. In the event of a tied vote, the presiding officer will cast the deciding vote.
21. Additional General Assembly meetings may be called during ESRI-designated, ISIR or regional reproductive immunology meetings by 2/3 majority vote of the Executive Council.
22. Fiscal Year. The fiscal year of the Society shall begin on the first day of January in each year and shall end on the 31st day of December following.
23. Duties of the Treasurer. The Treasurer shall collect fees due to ESRI, from local Organizing Committees or other sources and deposit the funds in a bank or savings institution convenient to the Treasurer. The Treasurer shall make such payments as are necessary to meet the costs of the administration of the Organization, its Officers and its committees. Incoming monies may also be used to cover expenses incurred during the preparation of ESRI-designated meetings.
24. Excess Funds. If monies raised specifically by ESRI for a Meeting of ESRI results in a surplus, this money can be made available to support the Aims and Objectives of the organization and to conduct of subsequent ESRI Meetings. A 3/4 majority vote of the Executive Council will be required for approval of other types of expenditures.
25. Negative funds. The Executive Council is responsible for any potential financial loss to the Society. The Treasurer must report to the Executive Council all current expenditures and financial commitments of the Society.
26. Reports. Each year, the Treasurer will present an audited account of ESRI finances as well as a preliminary budget for the next fiscal or calendar year to the Executive Council and the General Assembly for approval by their respective members.
Changes in the Bylaws
27. Revisions of the Bylaws of ESRI require (a) the proposal of revisions to the Executive Council and approval by that body, (b) notification in writing by the General-Secretary to all members at least 30 days in advance of the General Assembly Meeting. Approval of proposed Bylaws revisions requires a 2/3 majority of the General Assembly.
Dissolution of ESRI
28. Motions to Dissolve. Any motion to dissolve ESRI must first be presented to the Executive Council. Approval of such a motion requires a written ballot and a 2/3 majority of all voting members of the Executive Committee. Notice of the proposal of such a motion must be given to the members at least 30 days in advance of the meeting. The vote of the Executive Council shall be made known to the General Assembly prior to presentation of the motion at a Business Meeting of the General Assembly, and a 2/3 majority is required for approval. In the absence of any planned future meetings of the General Assembly, approval of a motion to dissolve ESRI, would require a written ballot and a 2/3 majority of the voting members.
29. Dispersal of Funds. In the event of the liquidation or dissolution of ESRI whether voluntary, involuntary or by operation of law, or in the event it shall cease to carry out the objectives and purposes herein set forth, all assets of ESRI shall be distributed following settlement of any outstanding debts to authentic medical research to the best of immunology of reproduction. A 2/3 majority of all voting members of the Executive Committee shall be required to designate recipients of the assets.