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By-Laws

By-Laws

The By-Laws of the European Society for Organ Transplantation

European Society for Organ Transplantation

Specifying bylaws of a society
Reference 33398
At present, the twenty-seventh of February two thousand nine, appeared before me, Mr. Joannes Nicolaas Gerardus Joseph Kuin, notary in Haren:
Prof. RUTGER JAN PLOEG, MD, PhD, born in ‘s-Gravenhage etcetera etcetera .

The comparant declared:

INTRODUCTION

The European Society for Organ Transplantation (ESOT) was founded on the twenty-eighth of April nineteen hundred eighty-two.
Up until now no bylaws have been included in a notarial act.
ESOT has decided, as is included in the minutes of the Council meeting, to have bylaws of a society incorporated in a notarial act according to Dutch law.
An excerpt from the minutes of that meeting will be attached to this act.
In that meeting he, being the comparant, has been appointed to lay down the bylaws mentioned above in a notarial act.

The bylaws read as described below.

BYLAWS

Name and chair

Article 1
1. The society bears the name:
              European Society for Organ Transplantation,
              henceforth referred to as: ESOT.
2. It has its seat in the district of Amsterdam.

Purpose

Article 2
1. The purpose of the society is:
- furthering and encouragement of knowledge and research concerning donation and/or transplantation;
- creating a scientific forum for activities in the field of donation and/or transplantation;
2. It aims to achieve this purpose, among other things, through:
- being a forum for discussions about both positive and negative clinical and scientific experiences, introduction of confirmed experimental findings and new methods within the clinical practice, legal and ethical problems and questions related to donation and/or transplantation and experimental research;
- planning and organizing of multi-centre studies;
- collaboration with organ distributing and other organizations or authorities dealing with organ donation and/or transplantation;
- contributing to education and training;
- contributing to quality guidelines concerning donation and/or transplantation;
- taking part in legal persons, whatever their legal form, which are aimed at obtaining financial means for the benefit of the society.

Duration

Article 3
The society has been convened for an indefinite amount of time and has no profit motive.

Membership

Article 4
1. The society has regular members, honorary members, supporting members, trainee members,international members and emeritus members.
2. Regular members are persons, actively engaged in donation and/or transplantation, residing in Europe and having applied to the Council in writing.
3. Regular members are in these bylaws henceforth referred to as: members.
4. Trainee members are persons, actively engaged in donation and/or transplantation who have applied themselves to the Council in writing and who aim to be admitted as a regular member or international member of the society in the near future.
5. Honorary members are they, who have been appointed as such on the recommendation of the Council by the General Assembly with a majority of two/third of the votes.
6. Supporting members are persons and legal persons who have declared themselves willing to financially support the society with a substantial annual financial contribution.
7. International members can be persons, actively engaged in donation and/or transplantation, domiciled outside Europe and who have applied to the Council for membership. International members do have the right to vote but do not have the right to hold office.
8. Emeritus members are regular members who have terminated their activities concerning donation and/or transplantation and who have applied to the Council for emeritus membership.
9. The Council decides on the admission as member, trainee member or international member. This will appear from a declaration, issued by the Council. In case of non-admission by the Council, the General Assembly may still decide on admission. Members may at their admission express their affinity for one or more sections.
10. Membership is personal and cannot be transferred or obtained by inheritance. Trainee members, supporting members, international members and emeritus members do not have different rights and obligations from those that have been ascribed to and enforced upon them by virtue of the bylaws.

Article 5
1. Membership ends:
               a. through death of the member;
               b. through cancellation by the member;
               c. through cancellation by the society;
               d. through dismissal.
2. Cancellation of membership by the member takes effect at the end of the calendar-year in which the cancellation takes place.
3. Cancellation of membership on behalf of the society may be carried out by the Council by the end of the current fiscal year:
              - when a member has not met his financial obligations toward the society in spite of repeated warning notice during two years;
              - when the member has ceased meeting the demands that at that moment are stated in the bylaws for membership.
The cancellation may have as an effect the immediate termination of the membership, when in fairness it cannot be expected of the society to let the membership continue. The cancellation always takes place in writing stating one’s reasons.
4. Termination of membership can only be declared in case a member acts contrary to the bylaws, regulations or decisions of the society or if a member unreasonably harms the society. It is carried out by the board, which notifies the member about the decision as soon as possible, stating the reasons. The member concerned is authorized to file an appeal with the General Assembly.
During the period of appeal and pending the appeal, the member is suspended. A suspended member does not have the right to vote.

Trainee members, supporting members

Article 6
1. The Council is authorized to terminate the supporting membership, the trainee membership, the international membership and the emeritus membership by means of written cancellation.
2. Supporting members and emeritus members have the right to attend the general meeting. They do not have the right to vote.

Financial means

Article 7
1. The society’s financial means consist of:
               a. annual contribution and other contributions by members;
               b. donations, sponsor contributions, inheritances and legacies;
              c. other earnings.
2. The amount of the membership fee is determined by the general meeting.
3. Honorary members do not pay membership fees.

Council

Article 8
1. The Council consists of at least three natural persons. President, Secretary and Treasurer are appointed in function. Together they form the daily Council.
2. The Councillors - except the chairmen of the sections as referred to in article 10, who as such are members of the Council - are appointed from the regular members of the society.
The General Assembly determines the number of Councillors.
3. Councillors may at any given time be suspended and discharged by the General Assembly stating the reasons. The General Assembly decides about suspension or discharge with a majority of two/third of the votes.
4. Suspension ends when the General Assembly has not decided to discharge within three months. The suspended Councillor is given the opportunity to answer to the General Assembly and may have an advisor assist him.
5. Councillors are appointed for a period of at the most four years. By a year a period between two successive annual General Assemblies is meant. The Councillors resign according to a schedule the Council draws up. A Councillor resigning according to the schedule can only once be reappointed immediately.
The President is appointed for a period of two years. He remains Councillor for two years after his resignation as Past President.
The Secretary and the Treasurer are appointed for a period of four years which can be stretched to a period of in total at the most six years.
The President of a section can be Councillor for at the most four years.
6. If the number of Councillors has dropped beneath the in section 1 mentioned minimum, the Council will nevertheless remain authorized. The Council is obligated to convene a General Assembly as soon as possible, in which the provision of vacancies is raised.
7. In the assemblies and the decision process of the Council, the determined in articles 11 unto and including 14 is applicable as much as possible.

Article 9
1. The Council is charged with the direction of the society.
2. The Council is not authorized to decide to engage in agreements upon obtaining, alienating or incriminating the register goods.
3. The Council is authorized to engage in agreements by which the society binds itself as surety or debtor who is liable jointly and severally warrant performance by a third party or binds itself to guarantee a debt of another person, that is if a decision is made to this end with an absolute majority of votes.
4. The Council assembles if the President or three members of the Council consider it desirable.
5. The Council is authorized to establish commissions and/or study groups or to cancel them and to grant competences to them. The Council may determine and alter the task assignment and the composition of these commissions and study groups. The Council lays down the working method of these commissions and study groups in regulations.

Sections

Article 10
1. The Council is authorized to establish or dissolve sections and to grant them qualifications.
Establishing or dissolution of a section must be approved by the general assembly.
The Council lays down the procedure of these sections in regulations.
2. In the scope of these statutes, a section means a medical expertise group in the field of donation and/or transplantation.
The society at present knows sections in the field of donation and transplantation of:
liver and small intestine;
pancreas and the isles of Langerhans;
the heart and lungs;
kidneys, as well as
the ethical, legal and psychosocial aspects of donation and transplantation.
3. A member of the society is at his/her request classified in one or more sections of his expertise.
4. Each section is governed by a board (the section board). The section board is accountable to the assembly of the section concerned.
5. A section can formulate section regulations. These regulations cannot conflict with the law and with the statutes and regulations of the society.
6. Individual activities of sections cannot conflict with the purpose and the policy of the society, as propagated by the Council.
7. If the board members of a section represent that section (external) this must take place on the basis of an appropriate mandate granted to the board of the section by the Council of the society.
8. A section can acquire its own income. These funds are earmarked within the administration of the society for the benefit of the section concerned.
9. Concerning decisions that, according to the judgement of another section or the society Council partly touch on the interests of another section, it is the obligation of a section to consult with the other section board. If these section boards do not reach an agreement, the Council decides.
10. If the society and a section hold different views about the qualifications of the section the Council of the society has the final decision.
The Council informs the section about the decision as soon as possible. The section is authorized to appeal to the General Assembly of the society within one month after having received the notification.
11. Financial Rules for Sections/Committees of ESOT
Each section/committee is allowed 2 board meetings per which would be financed from ESOT exchequer funds. These could be face to face meetings or teleconference meetings. Any further meetings are, of course, allowed but need to be financed from within the sections own funding. Funds allocated for board meetings, but not used for this purpose, can be used by the section/committee for other activities e.g. promotion, representing the organisation at other meetings etc.
Any events held by the section/committee which are budget neutral can be planned and executed as normal keeping council and executive informed during the planning and execution. Up to one meeting per year is allowed, preferentially biennial meetings in the non-congress year. The sections/committees are encouraged to use the concept of ‘bundled meetings’ to limit costs.
Any events which are planned which are likely to have a negative effect on the overall ESOT budget must be fully included in the annual budget for the section and must gain the agreement of the council before the event can be further planned.
Any events which are planned which are likely to have a positive effect on the budget, and ultimately do have a positive effect on the budget, will allow that the funds could be allocated back to the section/committee for future activities or for other expenditure.
When a section/committee has raised funds with no specific purpose in expenditure then the plans for expenditure should be put before council, for information, after having been agreed by the board of the section/committee.
It is important that any likely negative effect on the overall ESOT budget should first be discussed at council. The normal budgeting process should mean that there is appropriate prioritisation both by the section/committee (of its own projects) and further prioritisation of the projects of different sections/committees at council level. 

Article 11
1. The Council represents the society.
2. The power to representation is also ascribed to the President together with the Secretary or the Treasurer, or the Secretary together with the Treasurer.
3. The Council may by written authorization allow members of the Council or other persons the authority to represent the society within the limitations of the power of attorney.

General Assemblies

Article 12
The General Assemblies are held in the district where the society is settled according to the bylaws and in every place determined by the General Assembly.

Article 13
1. Those members have access to the General Assembly, who are not suspended, the honorary members,  the supporting members and the emeritus members, as well as those who are invited by the Council and/or the General Assembly.
A suspended member has access to the meeting in which the decision to suspend is being dealt with, and is authorized to speak at the meeting.
2. Suspended members excepted, every paid up member has one vote in the General Assembly. Each voting member may grant a written voting mandate to another voting member. A voting member may act as representative for at the most two other persons.
3. A unanimous decision of all voting members, even if they are not together in assembly, has, if the decision is made with foreknowledge of the Council, the same power as a decision of the General Assembly. This decision can also be made in writing.
4. The President determines the manner in which the votes are held in the General Assembly.
5. All decisions about which no greater majority is prescribed by law or these bylaws are made in absolute majority of votes. In case of a strike of votes about issues the proposal is rejected. In case the votes cease with the election of persons, the decision is drawn by lot. If at election between more than two persons no absolute majority is obtained by anyone, a re-vote is held between the two persons, who received the largest number of votes, if necessary after in-between election.

Article 14
1. The General Assemblies are presided by the President or, in case he is absent, by the oldest Councillor present. If no Councillors are present, the Assembly itself provides in its presiding.
2. The judgment passed on the outcome of a voting, pronounced by the President in the General Assembly, is decisive.
The same applies to the content of a decision made about an orally submitted proposal.
If, however, its correctness is disputed, a new voting takes place, if the majority of the Assembly so desires, or, if the initial voting did not take place by call or in writing, a present voting member desires it.
Due to this new voting, the legal consequences of the initial voting are cancelled.
3. Minutes of the topics discussed in the General Assembly are kept by the Secretary or by a person, appointed by the President.
These minutes are determined in the same or in the next General Assembly and are signed by the President and the Secretary of that Assembly.

Article 15
1. The fiscal year of the society is equal to the calendar-year. In a General Assembly, to be held within six months after the fiscal year, the Council presents its annual report about the state of affairs of the society and about the policy pursued. It submits the balance and the state of profits and expenses with an explanation to the General Assembly for approval.
These documents are signed by the Councillors; if the signature of one or more of them is missing, this is indicated stating the reasons. After the term has passed, every member can legally demand from the collective Councillors that they meet these obligations.
2. If concerning the reliability of the documents referred to in the previous item no explanation coming from an accountant as referred to in article 2:393 item 1 of the Dutch Civil Code is submitted to the General Assembly, then the General Assembly appoints a commission of at least two members who cannot be part of the Council.
3. The Council is obliged to provide to the commission all required information for the benefit of the examination, if so desired, show the cashbox and the values and to allow access to the files and records of the society.
4. The commission examines the documents meant in item 1 and item 3.
5. If this examination after the judgement of the commission requires special accounting expertise, an expert may be attracted at the expense of the society. The commission presents a report of its findings to the General Assembly.

Article 16
1. General Assemblies are convened by the Council as often as it considers this desirable or is legally obliged.
2. At written request of at least one/tenth part of the voting members the Council is obliged to convene a General Assembly, to be held within four weeks after the submission of the request.
If that request is not granted within fourteen days, the voting members may proceed to summon a General Assembly themselves in the manner determined in section 3. The voting members may then charge others than the Councillors with presiding the Assembly and with the keeping of minutes.
3. The summoning of the General Meeting takes place by written announcement to the voting members within a term of at least fourteen days.
With the notice the topics that will be discussed are stated.

Change of Bylaws

Article 17
1. A change of the Bylaws can only take place with a decision by the General Assembly, which is called for with the statement that change of the bylaws will be proposed.
2. Those, who have convened the General Assembly to discuss a proposal to change the Bylaws , must place a copy of that proposal, in which the proposed change is included verbatim, in an appropriate place for inspection by the members until after the day ends on which the Assembly is held.
3. The General Assembly can decide upon changing the bylaws exclusively with a majority of at least two/third of the given votes.
4. The change of Bylaws is effectuated only after a notarial act has been drawn up.
Each of the Councillors is authorized to draw up the act of change of Bylaws.

Dissolution and settlement

Article 18
1. The determined in article 17 item 1, 2 and 3 is applicable to a decision of the General Assembly to dissolve the society.
2. The General Assembly determines with its decision, referred to in the previous item, the allocation for the surplus, as much as possible in accordance with the purpose of the society.
3. The settlement is made by the Council.
4. After dissolution the society continues to exist, as far as this is necessary for the settlement of its capital. During the settlement the stipulations of the Bylaws remain valid as much as possible. In documents and announcements that originate with the society, the words “in liquidation” must be added to its name.
5. The settlement ends at that point in time when no profits, known to the settler exist anymore.
6. The files and records of the liquidated society must be kept during seven years after the settlement is completed. Keeper is he who has been appointed as such by the settlers.

Regulations

Article 19
1. The General Assembly may determine and change one or more regulations both for the society itself and for example for sections or expert groups, in which topics that these bylaws do not or do not completely provide are managed.
2. A regulation cannot contain stipulations, contrary to the law or to these Bylaws.
3. The determined in article 17 items 1 and 2 is applicable to decisions to lay down and change a regulation.

Final clause

Article 20
In all matters which these Bylaws or regulations do not provide, decisions are made by the Council.

Final statement

Concluding, the comparant declared:
At present, the representatives of the Council are:
1. Prof. Ferdinand Mühlbacher, MD, PhD, born in Grossgmain, Austria;
2. the comparant Prof. Rutger Jan Ploeg, MD, PhD, born in ‘s-Gravenhage, The Netherlands;
3. Prof. Hans-Jürgen Schlitt, MD, born in Fulda, Germany.

Concluding statement

REMARK NOTED drawn up in Haren on the date mentioned in the heading of this act.
The appeared person is known to me, notary.
The practical content of the act has been stated and explained to him. The appeared person has declared that he does not desire the act to be completely read to him, that he agrees with limited reading, and that he has read the content of the act and that the effects resulting from the act for parties have been pointed out to him timely, before the drawing up of the content of the act.
A limited reading of this act has taken place and immediately after that it was signed, first by the appeared person and then by me, the notary.