STATUTORY TERMS OF THE ASSOCIATION
Amendment of the 2015 original Status of the European MD/PhD Association
Amended on the 24th of october 2019
Name and place of residence
The association carries the name: European MD/PhD Association, which is to be abbreviated to EMPA.
The association resides in the city of Groningen, The Netherlands.
The association is a non-profit organization whose purpose is:
To form a scientific network in which cooperation, the exchange of knowledge and the exchange of European students between research centres are encouraged.
To form a social network, where connections between health care professionals and students having an interest in biomedical research, in particular physicians, pharmacists and dentists (from here on described as: “MD/PhD”) can be made.
To give political weight to the voice of MD/PhD candidates in Europe and in each individual connected country.
To form a system where financial contributions can be raised in order to achieve the abovementioned goals.
The association tries to achieve these goals by:
Organising an annual conference where MD/PhDs can meet, exchange research and enhance their scientific knowledge and skills.
Maintaining communication channels that serve as a platform where the MD/PhDs can find information and connect to other MD/PhDs apart from the annual conference.
Exerting influence in universities, countries and the European Union about the training, position, rights and other important elements in the MD/PhD curriculum.
Organising the financial contribution from members, donors, sponsors and other sources and investing it in all the aspects of the association.
The association is founded for an undetermined period of time.
The fiscal year of the association is the same as the calendar year.
The association has members and honorary members.
Members can be those who:
(Bio)medical students or those who graduated from their Master studies, which are considered MD/PhD candidates at their institution
are MD/PhD candidates and graduates from all countries in the European continent
Honorary members are those who have been proposed as such by the Executive Board through election at a general assembly of the members.
Membership is personal and cannot be transferred or passed through inheritance.
Membership ends in case of:
death of the member;
resignation by the member;
resignation by the association;
dismissal by the board;
Resignation of membership by a member can only occur at the end of the fiscal year. Resignation should be requested in writing to the board with a term of notice of four weeks. If a member fails to provide the notice of resignation in time, the membership will continue until the next end of the fiscal year. Membership can be discontinued immediately in case this is requested based upon:
argumentation that it is unreasonable to continue the membership in the particular case of the respective member. This should be explained in writing;
the fact that the rights of the member have been decreased or the obligations have been increased within a period of one month after notification (unless this pertains changes to the monetary rights and obligations);
the fact that the association is either changed to a different legal body or fused with another association within a period of one month after this was announced.
Resignation of membership by the association by the end of the fiscal year can be effectuated in case:
a member has been repeatedly (>1 time) requested and failed to pay the contribution for the ongoing fiscal year by November of that year;
a member can no longer meet all the above-mentioned criteria for membership.
Dismissal by the board can only be performed in case a member acts in a conflicting manner with regards to the statutory terms, rules or decisions of the association or in case the member disenfranchises or otherwise negatively influences the association. The member is informed about the dismissal by the board at the earliest convenience and is given the opportunity to appeal to the dismissal in writing within one month after the notification. The decision shall be made by voting during the earliest general assembly. During the period between the notification of dismissal until after the earliest general assembly, the member is suspended and no longer has the right to vote.
In case membership is terminated before the end of the fiscal year, the annual contribution will need to be paid in full regardless, unless otherwise stipulated by the board.
The status of Donor can only be specified as such by the board. The board is authorized to discontinue the membership of the donor in the same manner as a normal member can have its membership resigned by the association.
Donors become as such through regular contribution to the association, of which the board should decide the minimal amount.
Every member pays an annual contribution for the continuation of the membership. The definitive amount of the contribution shall be decided upon at the first general assembly. Changes to this annual contribution can only be made by the general assembly.
The Executive Board (EB)
The Executive Board (EB) contains a minimum of three and a maximum of eight individuals, with at least a president, a secretary and a treasurer.
EB members shall be selected from all members during the general assembly (GA) by voting.The general assembly will decide the number of EB members. Candidates to EB positions shall be announced at least 1 month before the voting in GA.
At any time, EB members can be asked to resign or be dismissed by the GA in case valid reasons can be proposed during the GA. A majority is obtained when at least two-thirds of the votes are tallied in favour of dismissal or resignation.
In case no decision has been made within three months after the abovementioned GA, the respective EB member is no longer suspended. The respective EB member has the opportunity to defend him- or herself at the abovementioned GA. The board member can assign a counsellor for assistance during the GA.
EB members are appointed for a minimum of one year, which is defined as the period between two GAs. Resignation will be organized according to a schedule to make sure there is always a minimum of three members on the EB. An EB member can once be re-elected after resignation according to schedule.
In case the EB does not include the minimum of required members as pointed out in article 8, clause 1, the board remains unabatedly authorized. The EB should call for a general assembly at the earliest convenience to fill the vacant positions on the board.
During meetings and in decision-making of the EB, the conventions proposed in articles 11 through 14 should be applied to the fullest extent possible.
The EB is in charge of the governance of the association.
The EB can only decide following a majority of the votes which was tallied in favour of the respective case during the most recent general assembly to: sign an agreement, take away or oppose registered goods and can only sign agreements where the association is deposited as a guarantee or an individual joint debtor, or if the association puts its efforts in for a third party or if the association legally guarantees itself for the debt of another.
The EB assembles in case the president or more than two EB members agree to do so. Matters discussed during such assemblies shall be recorded in writing.
The EB is authorized to appoint commissions or other groups and certain rights and responsibilities to these. The EB can decide upon and change the tasks and arrangement of these commissions and other groups.
The EB represents the association.
The competence of representing belongs to the president together with the secretary or treasurer, or the secretary together with the treasurer.
The EB may authorize EB members or other persons in writing to represent the association within its borders.
In all cases, where the association has a conflict of interest with one or more EB members, the general meeting may assign one or more persons to represent the association.
General assembly (GA)
The general assemblies take place in the municipality where the association is statutorily registered, during annual EMPA conference and in any place decided upon by the general assembly.
Those who have access to the general assembly are non-suspended members, honorary members and donors as well as those invited by the EB and/or the general assembly. A suspended member has access to the general assembly during which the decision for his/her suspending will be made and is allowed to communicate about this.
Every member has one vote in the general assembly, excluding suspended members. Every voting member can authorize, in writing, other voting members to vote for them. A voting member can present as authorised voting member for a maximum of two persons.
A unanimous decision of all voting members, present or not present in the general assembly, has, the same power as the decision of the general assembly, provided that the EB has knowledge of this. This decision can also be established by written agreement.
The president determines the way of voting in the general assembly. Voting about persons always occurs as secret voting.
All decisions that do not require a large majority according to the law or this constitution are taken by an absolute majority of all votes. In case of ceased voting, the proposal is rejected. In case of ceased voting about the election of persons, fate decides. If nobody has obtained an absolute majority in the election between more than two persons, there will be a new voting between the two persons who received the highest amount of votes, if necessary after an interim vote.
The general assembly is chaired by the president or, in case of his/her absence, another EB member appointed by the president.
The judgment of the chairperson of the general assembly on the results of the voting is decisive. The same holds true for the content of the taken decision, in case there was a voting about a non-written proposal. However, in case the correctness of the judgment of the chairperson is disputed immediately after its pronunciation, there will be a new voting if a majority of the general assembly requests this. By this new voting, the legal effects of the original voting expire.
The secretary or another person designated by the president will record everything discussed during the general assembly. These records will be adjusted in the same or next general assembly and in witness thereof, signed by the president or secretary during that assembly.
The financial year of the association is equal to a calendar year. In the general assembly, to be hold within six month after the end of the financial year, the EB presents the annual report about the state of affairs within the association and its implemented policies. It explains the balance and the state of income and expenses with explanation for approval to the general assembly. All members of the EB sign the reports; is one signature of one of them missing, this will be mentioned stating the reasons.
If in accordance to the previous clauses, no statement from an accountant as proposed in article 2:393 clause 1 of the Dutch Civil Law, can be produced in the general assembly, the GA annually appoints a committee of at least two members, who are not part of the EB.
The EB is required to provide the committee all the requested information needed for her survey, to show her the financial information and the values if desired, and to give her insight in the books and records of the association.
The committee investigates the documents referred to in clause 1 and 3.
In case this investigation requires special accounting knowledge according to the committee, this committee can let herself be assisted by an expert at the expense of the association. The committee gives a report to the GA.
The EB convenes the GA as often as it is deemed desirable or is mandatory under the law.
After written request of at least one tenth of the voting members of the EB, the EB is mandated to convene the general assembly, within four weeks after submission of the request. The requirement of a written request is fulfilled when the request is electronically recorded. If no consequence is given to the request within fourteen days, the applicants themselves may proceed to convene the general assembly as prescribed in article 15, clause 3. The applicants may give others than the members of the EB the leadership of the meeting and preparation of the records.
The convening of the general assembly occurs after written notice to the voters for a period of at least seven days. If a member consents, the convening can occur by an electronically transmitted and reproducible message to the address that was announced by the member for this purpose. In this convocation, the topics to be discussed will be mentioned.
Amending statutes can only occur after this is decided by the GA, which is convened with the notification that the amendment of the statues will be proposed.
At least five days before the day of the assembly, they, who convened the general assembly to discuss a proposal for amending statutes, must present a copy of the proposal including the proposed amendment verbatim at a suitable place for the members up to and including the end of the day on which the assembly was held.
Amending the statutes can only be decided by a majority of at least two / thirds of the votes casted by the general assembly.
The amending of statutes enters into force only after a notarial deed. Each of the EB members is authorized to execute the deed of amendment.
Decisions in clause 1 and 2 in article 16 do not apply if all voting members in the general assembly are present or represented and decide to amend the statues.
Dissolution and liquidation
Decisions in article 16 clauses 1,2,3 and 5 are applied mutatis mutandis to a decision of the general assembly to dissolve the association.
The general assembly determines the destination of the surplus in its decision referred to in the previous paragraph and where possible in accordance with the purpose of the association.
The EB carries out dissolution.
After the dissolution, the association persists insofar the liquidation of its capital is required.
During liquidation, the provisions of the statutory terms apply to the fullest possible extent. In documents and announcements issued by the association, the words “in liquidation” must be added to its name.
The liquidation ends at the time when no known benefits for the liquidators are present.
The books and records of the dissolved association must be archived for seven years after the liquidation. Trustee is the person appointed by the liquidators.
The general assembly can adopt and change one or more rules in which issues are arranged which are not fully covered by the statutes.
A consuetudinary may not contain provisions that are contradictory to the law or to these statutes.
Decisions in article 16, clauses 1, 2 and 5, apply mutatis mutandis for decisions to adopt and amend the consuetudinary.
All competences that are not assigned to other organs by law or the statues belong to the general assembly of the association.
Finally, the General Assembly approved the amendments on the 24th of October 2019.
A. dos Santos Rocha, as president
L. Ostermann, as secretary
M. Leimkühler, as treasurer