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36th Annual ESPID Meeting

Articles of Association

Contents

Article 1: Name and registered office
Article 2: Objectives
Article 3: Members and Honorary Members
Article 4: Official Language
Article 5: Annual Meeting
Article 6: Board
Article 7: Voting and Elections
Article 8: Non-profit-making character

Article 1: Name and registered office

The name of the Society is: European Society for Paediatric Infectious Diseases (ESPID) e.v. (Registered Society).

The registered office of ESPID will be situated in Munich, Germany.

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Article 2: Objectives

a. To promote the exchange of information among people who have special experience in the field of paediatric infectious diseases (by organizing regular scientific meetings, forming international study groups and networks, participation in advisory boards of other societies, organization of symposia at other international congresses, and through joint publications by members’ publications in the Pediatric Infectious Diseases Journal and other journals)

b. To support the formation and function of independent units (e.g. sections, departments, divisions) in order to encourage progress in the field of infectious diseases in childhood. (as a member of the European Board for Paediatrics and by formulation of criteria and programmes for training in the field of paediatric infectious diseases in order to certify qualifying centres.) Training and further education in the field of infectious diseases and research, particularly basic research, as well as clinical care shall be given priority.

c. To carry out co-operative studies in Europe in the field of prophylaxis, diagnosis and treatment of infection in childhood;

d. To provide further education in the field of paediatric infectious diseases by organizing meetings for this purpose including annual scientific meetings, training programmes and educational workshops, making fellowship and travel awards and fostering official publication of scientific proceedings and other materials

e. To carry out any other measures to support the promotion of paediatric infectious diseases, as determined by the Annual General Meeting.

f.  The association is entitled to transfer its funds available to a tax privileged foundation, assigned for tax privileged use for the purpose of this article. In this respect, the association achieves its purpose in terms of fundraising for the foundation.

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Article 3: Members and Honorary Members

a. Individuals or national European paediatric and infectious diseases organisations can be members of the Society. Applications for membership shall be supported by at least one existing member and submitted to the secretary. The secretary will then submit the applications to the Board members for approval. The existing members will be informed about the admission of the new member(s) via the Newsletter.

b. Members will pay an annual subscription, which is first authorised by vote at the Annual General Meeting. The membership of an individual or an organisation can be terminated by an announcement at the Annual General Meeting to that effect. Any member who fails to pay his or her annual subscription for two successive years will receive written notification from the Treasurer that failure to pay all outstanding subscriptions within six months will terminate his/her membership. Non-paying members may also forfeit certain benefits of membership (e.g. journal subscriptions) at an earlier time as agreed by the Board.

c. Individuals who have achieved distinction in their work for ESPID and/or in the field of paediatric infectious diseases can be offered honorary membership if they have retired from active practice. Proposals for honorary membership will be presented by the Board to the Annual General Meeting to be voted on. Honorary membership includes ESPID membership without subscription to a Journal. Honorary members are excused from any membership fee but may subscribe to society journals through the society if they wish.

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Article 4: Official Language

The official language is English.

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Article 5: Annual General Meeting

The Annual General Meeting is convened by the President of the Society. If the President is prevented in any way from this task, the Board will choose one of its members as the President’s substitute. The Annual General Meeting will normally be held once yearly, during the annual scientific meeting of the Society. Notification together with the agenda will be given in writing to members at least two months before the date of the Annual General Meeting. The Secretary is responsible for the preparation of the minutes of the Annual General Meeting, which shall be signed by him/her and by the President of the Society.

The functions of the Annual General Meeting include:

a. Authorisation of the Board to deal with matters pertaining to the Society that require attention between Annual General Meetings

b. Election of those members of the Board whose posts are eligible for election or re-election at that time

c. Election of two auditors to check the Treasurer’s report

d. Determination of the annual membership subscription rate or rates

e. Determination of the place of the next Annual General Meeting

f. Other matters consistent with the aims of ESPID and defined in Article 2.

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Article 6: Board

Composition of the Board The Board has six members, all elected, including three officers - the President, the Secretary, the Treasurer (Executive Committee within the meaning of §26 BGB, German Civil Code) - and three other members. In addition, other members may be invited to attend board meetings at the discretion of the President, including committee members and the organisers of the annual meeting.

Elections

a. Board members are elected by the members of the society following nominations by individual members as described in article 7.

b. The term of office for all elected Board members is normally three years. Board members remain in office until re-elections are held.

c. The posts of Secretary and Treasurer are open for re-election for one term, the other posts are not open for re-election. However, members who have served on the Board may be proposed for election in another capacity and members who have served on the Board previously may be re-elected again in the same capacity after a minimum period of 3 years.

d. Elections for the posts of President and Secretary will not normally take place in the same year. With the agreement by vote of the Annual General Meeting and the agreement of the individual concerned, adjustment (up or down) of the length of term of office of a maximum of one year may be made in order to achieve this when a simultaneous election would otherwise occur.

Tasks of the Board members

a. The President is responsible to the Society for carrying out decisions taken at the Annual General Meeting. He/she chairs the Annual General Meeting. For any special or general purposes the President may delegate matters normally dealt with by him/herself as President to any member of the Board.

b. The Secretary is entrusted with the administrative duties of the Society.

c. The Treasurer is entrusted with financial matters.

d. The Board can install committees for certain tasks; committee members are nominated by the Board; the term of office of committee members is normally three years with the possibility of reappointment for one term.

e. If the President, Secretary or Treasurer resign or are prevented in any way from completing their term of office, the Board will choose one of the other Board members as acting President, Secretary or Treasurer, respectively, until an election has been be held, before or at the next Annual General Meeting.

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Article 7: Voting And Elections

Amendments to the Articles of the Society

a. The Annual General Meeting constitutes a quorum for this purpose, if at least one fifth of the members are present; decisions on amendments to the Articles of the Society shall be ratified only if at least three quarters of all votes cast are in favour. Votes will normally be taken by a show of hands but may be taken by secret ballot at the discretion of the President.

b. Votes conducted by mail (whether by paper or electronic media) will only be considered valid if at least one-fifth of the current members respond; decisions on amendments to the Articles of the Society shall be ratified only if at least three quarters of all the votes cast are in favour. The Board will communicate the procedures for all such votes (deadline for voting, recipient of votes, person(s) who will count the votes and procedure of announcing the result of voting) to the members in advance.

Elections and all other matters

a. The Annual General Meeting constitutes a quorum for these matters, no matter how many members are present. Any decisions shall be taken on the basis of the largest vote. That is, for example, if more members vote in favour than against, then the decision will be in favour, even if the combined number of those against and those abstaining is more than half of those present. In the case of an election, the candidate receiving the largest number of votes will be selected. In the case of a tie, the President shall have the casting vote. Votes will normally be taken by a show of hands (but may be taken by secret ballot at the discretion of the President) except elections, which will normally be conducted by secret ballot.

b. Votes conducted by mail (whether by paper or electronic media) will only be considered valid if at least one-fifth of the current members respond. The Board will communicate the procedures for all such votes (deadline for voting, recipient of votes, person(s) who will count the votes and procedure of announcing the result of voting) to the members in advance.

Any decisions shall be taken on the basis of the largest vote. That is, for example, if more members vote in favour than against, then the decision will be in favour, even if the combined number of those against and those abstaining is more than half of those responding. In the case of an election, the candidate receiving the largest number of votes will be selected. In the case of a tie, the President shall have the casting vote.

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Article 8: Non-profit-making character

a. ESPID exclusively and directly pursues non-profit-making objectives within the meaning of the Charitable Purposes Ordinance (Abgabenordnung, Section “steuerbegünstigte Zwecke”) of the Federal Republic of Germany (1977).

b. Any funds must be used for the purposes of the Articles of the Society.

c. Any funds should be used for these purposes within a reasonable time period as proposed by the Board and approved by the Annual General Meeting, allowing for the need to maintain a reasonable reserve fund to protect the Society’s interests and liquidity.

d. Members of ESPID shall not receive any profit, shares or any other financial benefits from the funds of ESPID in their capacity as members, apart from travel expenses where this is appropriate. If they cease to be members or if the Society is dissolved, membership subscription fees previously paid shall not be reimbursed, and members shall not otherwise be entitled to the assets of ESPID. No person will awarded administrative expenses against activities other than those directly related to the business and objectives of ESPID, nor receive disproportionately high or unrelated remuneration of any other kind.

e. All officers of ESPID work in an honorary capacity. Commercial business in their capacity as officers of ESPID is not permitted.

f. If ESPID is dissolved, or if its purposes otherwise become invalid, all assets shall be assigned to the German Society for Paediatrics, which shall use them exclusively and directly for non-profit making purposes.

g. The revenues office, responsible for the registered office of the Society, shall be informed as to any amendments to the Articles of the Society.

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