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37th Annual ESPID Meeting

Articles of Association

Contents

Article 1: Name, registered office and financial year
Article 2: Purpose of the Society
Article 3: Official Language
Article 4: Acquisition of membership
Article 5: Termination of membership
Article 6: Membership subscriptions
Article 7: Honorary Members
Article 8: Composition of the Executive Board
Article 9: Term in office of members of the Executive Board
Article 10: Election of Executive Board
Article 11: Responsibility of the Executive Board
Article 12: Executive Board resolutions
Article 13: Tasks of the Annual General Meeting
Article 14: Convocation of the general meeting
Article 15: Annual and Extraordinary General Meeting resolutions
Article 16: Benefit to the public
 

Article 1: Name and registered office

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

(2) The Society’s registered office is located in Munich, Germany and it is registered in the register of associations under the no VR 10337.

(3) The financial year of the Society is the calendar year.

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Article 2: Purpose of the Society

(1) The purpose of the Society is the promotion of science and research, education and public health in the field of paediatric infectious diseases. In particular, the articles of the Society are implemented as follows:

a) to promote the exchange of information among persons who have special interest in the field of paediatric infectious diseases, e.g. inter alia through the organisation of an annual scientific meeting and other regular scientific events, the establishment of international study groups and networks, through participation in advisory boards of other relevant societies, through the organisation of symposia at other international conventions as well as through joint publications by members in relevant or affiliated expert journals;

b) by promoting the development of paediatric infectious diseases in Europe and throughout the world, inter alia by:

  • the organisation of events, courses and similar activities; supporting training programmes in the field of paediatric infectious diseases including training and travel grants, and making awards and giving prizes for achievements in the field: 
  • training and vocational training in the field of paediatric infectious diseases and defining quality criteria of promoting and providing training facilities;
  • sponsorship of collaborative research projects and initiatives involving society members.

(2) Another aim of the Association is the acquisition of funds for the promotion of science and research, education and public health by other bodies or legal entities of public law; the provision of funds for a fully taxable corporation under private law presupposes that it is itself taxprivileged.

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Article 3: Official Language

The official language of is English.

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Article 4: Acquisition of membership

Only individual people can be members of the Society. Applications for membership must be supported by at least one experienced paediatrician who should, if possible, be a member of the Society. Applications must be sent to the secretariat of the Society. Members of the Executive Board decide on applications.

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Article 5: Termination of membership

Membership ends upon written notice to the secretariat, upon exclusion (most commonly for non-payment of membership dues) or death. A member may also be excluded from the Society by a resolution of the Annual General Meeting if he or she deliberately has violated the interests of the Society in a serious manner.

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Article 6: Membership subscriptions

The members are charged annual subscriptions, the rates for which are agreed at the Annual General Meeting for the following year. The membership fee must be paid in advance by December 31 of each year for the following calendar year. Membership becomes dormant for members who do not pay their contribution in advance for the coming year and they will be deprived of any benefits of membership from January 1 of the year for which the membership fee has not yet been paid. Members may pay their contribution late, from January 1 until September 30 of the current year, thus restoring their membership and its benefits for the current year from the date of payment and continuity of membership from the previous year. Any payment after October 1 of the current year is considered to be an advance payment for the following calendar year and restores the membership and the associated benefits only from January 1 of the following calendar year, without continuity.

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Article 7: Honorary members

(1) Members who have distinguished themselves extraordinarily with their activities for the Society and/or in the field of paediatric infectious diseases may become honorary members if they have retired from clinical or other professional work. Members may submit proposals for honorary membership to the Executive Board.

(2) The Executive Board evaluates and may approve proposals which are announced at the next Annual General Meeting. Honorary members do not pay any annual subscription. Their membership includes full membership rights and may include subscription to specialist journals or publications as decided from time to time by the Board. Honorary members may subscribe to additional specialist journals and publications, if available through the Society, if they wish.

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Article 8: Composition of the Executive Board

The Executive Board has six full members (seven in the year a new President-elect is elected), three officers who are authorized to represent the society individually in and outside of court, namely the President, the Secretary and the Treasurer (who form the Board of Directors of the Society in the sense of German Civil Code [BGB] section 26) as well as three ordinary members. The Presidentelect is a full voting member of the Board and assumes the responsibility of President one year after election when the outgoing President stands down. The Secretary normally represents the President if he/she is absent. In addition, two non-voting Board members representing the younger members of the society (“Young ESPID”) may attend Board meetings and conferences and participate in discussion.

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Article 9: Term in office of members of the Executive Board

(1) The term in office of a member of the Executive Board is three years with an additional initialyear as President-elect in the case of that officer.When a member of the Executive Board iselected before the Annual General Meeting, the term begins at the Annual General Meeting which follows the election. If a member of the Executive Board is elected at the Annual General Meeting, the term in office begins at that Annual General Meeting. In the first case, the retiring member(s) of the Executive Board will remain in office until the Annual General Meeting following the election. In the latter case, the replacement will occur at the time of the election.

(2) If the President, the Secretary or the Treasurer resigns or otherwise ceases to perform his/her duties before the expiry of his/her term in office, the Executive Board shall entrust one of its other members with the execution of the duties of the resigned officer until a new election takes place. Then, this member is also a member of the Executive Board who is authorized to represent the Society in the sense of German Civil Code [BGB] section 26.

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Article 10: Election of Executive Board

(1) Following nomination by individual members, members of the Executive Board are elected by the members of the society. 

(2) Elections usually take place prior to the Annual General Meeting at which retirement is due, by secret electronic ballot.

(3) Prior to the election, members are informed about the election at least twice by email containing details about the form and process of the election.

(4) Members must be allowed at least one month to vote after receiving notification of the voting procedure.

(5) In exceptional circumstances, such as unexpected resignation, elections may also be held by means of a secret written or electronic ballot during an Annual General Meeting, provided that the agenda containing full information about the form and process of the election is circulated to all members and published on the Society’s website, under normal circumstances, at least one month in advance.

(6) Both in elections held in advance of and at the Annual General Meeting the votes cast will be considered quorate regardless of their number. Any change to the procedure for nominations, for voting and for election (e.g. simple majority voting, single transferable vote etc.) will be proposed by the Board and agreed by the members at the Annual General Meeting. This information will be circulated to the members prior to the Annual General Meeting and also prominently published on the society website and alongside all other election materials and notifications.

(7) The Secretary and Treasurer may be reelected once.

(8) However, the President of the Society and ordinary members of the Board cannot immediately be re-elected after their single terms.

(9) Members who have served or are currently serving 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.

(10) In order to preserve continuity, the elections of the officers usually do not take place in the same year. In order to avoid simultaneous election of more than one officer or otherwise preserve continuity the term in office of one officer can be shortened or extended by one year upon the approval of the members by secret ballot or at the Annual General Meeting and with the agreement of the officer(s) involved.

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Article 11: Responsibility of the Executive Board

The Executive Board is responsible for the affairs of the Society, insofar as they are not defined by the Articles of Association or the Annual General Meeting. In particular, it has the following tasks:

a) Decisions of the Executive Board on the use of existing assets after consultation with the Annual General Meeting; appropriate financial reserves to protect the interests of the Association and its liquidity should be taken into account;

b) The President of the Society chairs the Annual General Meeting. He/she oversees implementation of the resolutions adopted at the Annual General Meeting.

c) In individual cases or in general, the President of the Society may delegate tasks to any member of the Executive Board which, in principle, must be handled by him/her as President of the Society.

d) The Secretary oversees the administrative activities of the Society.

e) The Treasurer oversees financial transactions of the Society.

g) The Board may convene committees for certain tasks. Committee members are appointed by the Board from among the members. The term in office of a committee member is three years, with the possibility of a one-time extension of the term in office. Appointment of a committee member to the position of committee chair may lead to further prolongation of membership.

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Article 12: Executive Board resolutions

(1) The Executive Board generally conducts its business in meetings or conferences convened by the President or Secretary of the Society which all members attend. However, the Executive Board is quorate if at least four members including two officers are present. Decision making is generally by consensus. However, a simple majority of those present is sufficient to pass a resolution when voting is required. In the event of parity, the officer chairing the meeting shall have the casting vote. The minutes of the meeting of the Executive Board must be taken and subsequently approved by the officers who attended.

(2) Executive Board business and decisions may also be conducted in writing. Decisions are generally reached by consensus and, again, a simple majority of members is considered sufficient to carry any resolution. The President has a casting vote where necessary.

(3) At the President’s invitation, other members of the Society may participate in board meetings, including committee chairs and members and the organizers of the next annual meeting. Young ESPID members also participate as per Article 8. 

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Article 13: Tasks of the Annual General Meeting

The Annual General Meeting is responsible for the following matters:

a) Authorization of the Executive Board to deal with affairs of the Society, which must be dealt with in between annual general meetings;

b) The appointment of two members as auditors to examine the report of the Treasurer and advise the members whether they should approve it;

c) Discussion concerning the use of existing assets as proposed by the Executive Board; appropriate financial reserves to protect the interests of the Society and its liquidity should be taken into account;

d) Determination of the annual subscription rates based on the proposal of the Treasurer on behalf of the Executive Board;

e) Agreement on other matters consistent with the purposes of the Society according to the provisions of Article 2;

f) Discussion and, where appropriate, approval of specific proposals and reports submitted by the Executive Board, Committee Chairs, meeting organisers or other members present at the Annual General Meeting;

g) Discussion and approval of other matters that may arise from time to time and set out elsewhere in these articles including but not limited to approval of officers’ shortened or extended terms in office (which may alternatively be resolved by secret ballot of all  members outside of the Annual General Meeting) and exclusion of a member, respectively;

h) Amendments to the Articles of the Society (which may alternatively be resolved by secret ballot of all members outside of the Annual General Meeting).

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Article 14: Convocation of the general meeting

(1) Generally, the Annual General Meeting takes place once a year within the framework of the annual scientific meeting of the Society. It is convened and chaired by the President of the Society, and in case he/she is unable to do so, by the Secretary, Treasurer or other Board member. The dispatch of the convocation and agenda in writing to members shall be at least one calendar month before the date of the meeting.

(2) If it is necessary in the interest of the Society or if 20% of all its members apply for it in writing and state the reasons to do so to the Executive Board, an extraordinary general meeting must be held.

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Article 15: Annual and Extraordinary General Meeting resolutions

(1) Each member – also including honorary members - has a vote in General Meetings. The person chairing the meeting shall appoint a minute-keeper. Minutes summarising discussions and documenting resolutions passed should be approved by the Executive Board members present and signed by the person chairing the meeting.

(2) In general, the views of members attending General Meetings will be determined by open vote by show of hands. If the person chairing the meeting considers it necessary, a secret ballot will be conducted. Normally, all elections should be by secret ballot.

(3) For amendments to the Articles of the Society, a General Meeting is a quorum if at least 20% of all members of the Society are present. For all other matters, the number of members attending the General Meeting constitutes a quorum.

(4) Resolutions which modify the Articles of the Society require at least 75% of the votes cast to be in favour. Other resolutions are passed by a simple majority (i.e. the number voting in favour exceeding the number voting against) of the votes cast. The person chairing the meeting has the casting vote. Abstentions from voting in resolutions shall not be considered as votes cast but in elections shall be considered as valid votes cast.

(5) Resolutions, including changes to the Articles of the Society may also be passed outside a General Meeting by secret ballot of all members using a documentable means of transmission, generally in electronic form. Resolutions in accordance with Article 15 lit. 4) sentence 1 are only effective if all the members of the Society are first invited to participate in writing and if at least 20% of all members participate in this voting procedure. The stipulations pursuant to Article 15 lit. 3) apply accordingly.

(6) Any modifications of the Articles of the Society must be communicated to the tax office competent for the registered office of the Society.

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Article 16: Benefit to the public

(1) The Society shall exclusively and directly pursue non-profit purposes in the sense of the section "Tax Benefit Purposes" of the German Tax Regulations.

(2) The Society operates selflessly; it does not primarily pursue financial gain.

(3) The funds of the Society may only be used for purposes defined in the Articles. The members of the Society receive no remuneration from the Society's funds. Travel and subsistence expenses accrued by members of the Society may be reimbursed upon resolution of the Executive Board, provided the journeys are relevant to the purposes of the Society and have been agreed by the Executive Board. On their retirement from the Society, or upon dissolution or abolition of the Society, the members will not receive back any contributions paid, nor shall they have any entitlement to the assets of the Society.

(4) No person shall benefit from disproportionately high remuneration or expenses which do not correspond with the Society's purpose.

(5) All the officers of the Society act on a voluntary basis. Personal economic activities in their function as officers of the Society are not permitted.

(6) In the case of dissolution or cancellation of the Society or in the event of the loss of tax-privileged purposes, the assets will be transferred to the Deutsche Gesellschaft für Kinderheilkunde, which will use them directly and exclusively for charitable purposes.

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***End of the Articles***