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Wonca Europe Bylaws

 European Society of General Practice/Family Medicine ESGP/FM

These Bylaws are supplementary to the WONCA Bylaws as adopted by Council in 2001 

In case of conflict the WONCA Bylaws take precedence.

Contents

 ARTICLE 1: NAME AND DEFINITION  

 ARTICLE 2: PURPOSE  
  
 ARTICLE 3: MEMBERSHIP  
  
 ARTICLE 4: ORGANIZATIONS IN COLLABORATIVE RELATIONS AT REGIONAL LEVEL  
  
 ARTICLE 5: DUES (SUBSCRIPTIONS) AND FUND RAISING  

 ARTICLE 6: EUROPEAN MEETINGS  
  
 ARTICLE 7: EUROPEAN COUNCIL  

 ARTICLE 8: EUROPEAN EXECUTIVE COMMITTEE  

 ARTICLE 9: EUROPEAN STATUTORY COMMITTEES  

 ARTICLE 10: EUROPEAN WORKING PARTIES AND COMMITTEES  

 ARTICLE 11: OFFICERS OF THE ORGANIZATION  

 ARTICLE 12: PUBLICATIONS  
  
 ARTICLE 13: CONTRACTS AND CHEQUES  
  
 ARTICLE 14: FINANCIAL RECORDS AND REPORT  

 ARTICLE 15: WAIVER OF NOTICE  

 ARTICLE 16: RULES OF ORDER  

 ARTICLE 17: OFFICIAL LANGUAGES  

 ARTICLE 18: DISSOLUTION  

 ARTICLE 19: ADOPTION AND AMENDMENT OF BYLAWS  
  

ARTICLE 1: NAME AND DEFINITION (to contents)

1.1 The name of the Organization is WONCA - Region Europe, European Society of General Practice/Family Medicine, (Acronym: WONCA - Wonca Europe).  WONCA is the acronym for the World Organization of National Colleges, Academies and Academic Associations of General Practitioners/Family Physicians, short name World Organization of Family Doctors. 

1.2 The Organization is the European Region of WONCA. 
 

ARTICLE 2: PURPOSE (to contents)

2.1 Objective 

The objective of the Organization is to improve the quality of life of the peoples of the world and in particular Europe through fostering and maintaining high standards of care in general practice/family medicine. 

2.2 Aims 

The objective of the Organization shall be achieved by: 

2.2.1 Providing a forum for exchange of knowledge and information between Member Organizations of general practitioners/family physicians 

2.2.2 Encouraging and supporting the development of academic organizations of general practitioners/family physicians in Europe 

2.2.3 Representing the educational, research and service provision activities of general practitioners/family physicians before other European organizations and/or forums concerned with health and medical care. 

2.3 Function 

The activities of the Organization shall be so directed that they serve the Member Organiza tions by: 

2.3.1 Collecting, collating and disseminating information concerning the educational, research and service provision aspects of general practice/family medicine, and 

2.3.2 Representing the consensus view of Member Organizations in European and national forums. 

2.4 Alteration to the Statement of Purpose 

2.4.1 Any proposed amendments, additions or deletions to the Statement of Purpose shall be in accordance with the requirements of Article 19, except that any such duly accepted amendments, additions or deletions shall not be operative unless confirmed at the next Regular EU-Council Meeting. 
 

ARTICLE 3: MEMBERSHIP (to contents)

3.1 Eligibility 

3.1.1 The Membership of the Organization shall consist of 

3.1.1.1 National Colleges, Academies, or Academic Associations of General Practice/Family Medicine which are representative of General Practitioners/Family Physicians of that country and which are Full Members (WONCA Bylaws ARTI CLE 3 Section 2.1) or Associate Members (WONCA Bylaws ARTICLE 3 Section 2.2) within WONCA region Europe. 

3.1.1.2 The European Academy of Teachers in General Practice (Acronym:  EURACT), the European General Practice Research Workshop (Acronym:  EGPRW) and the WONCA European Working Party on Quality Assurance  in Family Practice (Acronym:  EQuiP) in accordance with Section 2.5 of Article 11 of these Bylaws. 

3.1.1.3 Individual Members, who are Direct Members of WONCA. 

3.1.1.4 Honorary Life Direct Members. 
 

3.2 Classification 

3.2.1 Full Members 

3.2.1.1 National Colleges, Academies, or Academic Associations of General Practitio ners/Family Physicians representing the General Practitioners/Family Physicians of that country.  There can be more than one Full Member Organization from any one country. The organizations objectives shall be based on scholarly principles for the advancement of the teaching, research and improvement of patient care and the discipline of General Practice/Family Medicine. The constituent voting membership of such organizations shall consist mainly of legally qualified medical practitioners or medical practitioners in training. 

3.2.1.2 Each Full Member Organization shall have membership on EU-Council.  If there are more than one Full Member Organization from one country, they shall form a delegation, who are entitled to one vote only at the EU-Council.  Each Member Organizations certified representative may hold office in accordance with the requirements of Article 11 of these Bylaws. 

3.2.2 Direct Members 

3.2.2.1 Individual persons who are members of a recognized health profession, and who are  Direct Members of WONCA. 

3.2.2.2 Direct Members shall be issued with a Certificate of Membership by the Chief Executive Officer of WONCA, shall receive copies of any newsletter or other publication which is regularly circulated by the Organization, and shall be pro vided with some form of recognition at  meetings of the Organization, the nature of such recognition being determined from time to time by EU-Council. 

3.2.3 Honorary Members 

3.2.3.1 Honorary Life Direct Membership may be awarded in recognition of contributions to the work of the Organization, to the World Body of WONCA and/or to general practice/family medicine. 
 

3.3 Application 

3.3.1 Full Members 

3.3.1.1 National Colleges, Academies or Academic Associations of General Practitio ners/Family Physicians seeking Full Membership shall submit to EU-Council through the European Membership Committee an application in such form as is approved from time to time by EU-Council. 

3.3.1.2 A non-refundable application fee in an amount to be determined from time to time by EU-Council shall accompany any application for Membership. 

3.3.1.3 Upon determination by EU-Council that an applicant is eligible for Membership in the Organization, the EU-Council shall pass any application to World Council for approval.  The Chief Executive Officer of WONCA  shall issue to such applicant a Certificate of Membership. 

3.3.2 Direct Members 

3.3.2.1 Individuals seeking Direct Membership shall submit to the Chief Executive Officer of WONCA an application with supporting evidence of their qualifica tions. 

3.3.2.2 Upon determination by the Chief Executive Officer of eligibility for Direct Membership, the Chief Executive Officer shall inform World Council and issue the applicant with a Certificate of Membership. 

3.3.2.3 Direct Members of WONCA shall also be members of the region of WONCA where they live, and offered any privileges of the region. 

3.3.3 Honorary Membership 

3.3.3.1 Nominations for Fellowship or Honorary Life Direct Membership may be made by Member Organizations, EU-Executive or EU-Council. 

3.3.3.2 All such nominations shall be forwarded to and considered by the European Nominating Committee which shall report all nominations to EU-Council and shall make recommendations to EU-Council.  EU-council shall pass any nomina tions it endorses to the Nomination and Awards Committee of the World Council, which shall make recommendations to World Council which shall bestow such Honorary Life Direct Membership. 

3.3.3.3 In making their recommendations the European Nominating Committee shall ensure that the prestigious nature of the Fellowship is at all times maintained, and shall ensure that the total number of persons holding Honorary Life Direct Mem bership is restricted to a number which shall be determined from time to time by World Council. 
 

3.4 Termination of Membership 

3.4.1 A Member Organization's Membership in the Organization shall terminate upon the occurrence of any of the following: 

3.4.1.1 Resignation. 

3.4.1.2 Default in the payment of dues to the Organization or Revocation of Membership as in the WONCA Bylaws. 
 

ARTICLE 4: ORGANIZATIONS IN COLLABORATIVE RELATIONS AT REGIONAL LEVEL (to contents)

4.1 Eligibility 

4.1.1 European Organizations whose objectives are consistent with those of WONCA- Wonca Europe, and are based on the scholarly principles for the advancement of the teaching, research and improvement of patient care and the discipline of general practice/family medicine, and who are not eligible for or who do not seek Full  Membership. The constituent voting membership of the Governing Bodies of such organizations shall have a majority of legally qualified medical practitioners. 

4.1.2 Collaborative Organizations may be represented at EU-Council. The certified representatives shall have the privileges of the floor, but shall not have the right to vote. The certified representatives are not eligible to hold office in accordance with the requirements of Article 11 of the Bylaws. 

4.2 Application 

4.2.1 European Organizations whose objectives are similar to those of WONCA - ESGP/ FM deemed ineligible for Full  Membership, or who do not seek Full Membership shall submit to EU-Council through the European Membership Committee an application in such form as is approved from time to time by EU-Council. 

4.2.2 Upon determination by EU-Council that an applicant is eligible for Collaborative Relations with the Organization, EU-Council shall issue an applicant an appropriate Certificate. 

4.3 Review of Relations 

4.3.1 Collaborative Relations shall be reviewed by EU-Council at its regular meetings. 
 

ARTICLE 5: DUES (SUBSCRIPTIONS) AND FUND RAISING (to contents)

5.1 Annual Dues of Member Organizations 

5.1.1 Dues 

Each Member Organization shall be required to pay annual dues, as a supplement to the WONCA dues, which shall be recommended by EU-Executive and prescribed by EU-Council for the following three years at the triennial meeting. Special assessments in any one year may be levied by a two-thirds (2/3) affirmative vote of EU-Council. 

5.1.2 Time of payment 

Membership dues shall be payable in advance on the first day of January of each year. Dues of a new Member shall be prorated as follows: If enrolment occurs after July 1 but prior to December 1, dues for the balance of the calendar year shall amount to one-half (1/2) the annual dues; if enrolment is completed after December 1, dues for the current calendar year shall be waived, but annual dues for the ensuing calendar year shall immediately become due and payable. 

5.1.3 Nonpayment 

Any Member Organization which has not paid its dues or assessments at the time of the EU- Council Meeting shall be handled according to the WONCA Bylaws. 
 

5.2 Annual Dues of Direct Members 

5.2.1 Each Direct Member may be offered a Regional Benefit Package for an additional fee. This fee will be a supplement to the WONCA dues, and shall be recommended by EU-Executive and prescribed by EU-Council for the following three years at the triennial meeting. 

5.2.2 Membership dues shall be payable in advance of the first day of January of each year. If election occurs after the first day of July, annual dues for the current calendar year shall be waived. 

5.2.3 If annual dues are not paid by the first day of July, then the Chief Executive Officer of WONCA shall cause a reminder notice of payment to be sent to the Direct Member by the 31st day of July. If no payment is receive by the 31st December of the same calendar year then Direct Membership shall be ceased, and Direct Membership shall only be acquired in the manner set forth in the WONCA Bylaws. 

5.3 Raising of Funds 

In furtherance of the Purposes of the Organization as contained in Article 2, the Organization may raise or acquire funds by way of levies, requests, donations, grants, bequests, legacies or in such similar manner. 
 

ARTICLE 6: EUROPEAN MEETINGS (to contents)

6.1 Regular European Meetings 

6.1.1 There shall be Regular European Meetings of the Organization held in every third calendar year.  This meeting shall be designated as a WONCA Regional Conference after receiving approval as prescribed in the WONCA Bylaws. 
 
6.1.2 Such Regular European Meetings shall include a meeting of the EU-Executive, a meeting of EU-Council, a Scientific and/or Educational Conference and such other working party or committee meetings as shall be determined from time to time by EU- Executive or EU-Council. 

6.1.3 At each Regular European Meeting, EU-Council shall designate the time and place for the next two succeeding Regular European Meetings. 
 

6.2 European Scientific and/or Educational Conferences 

6.2.1 In pursuance of Section 1.2 of this Article, EU-Council may by a majority decision either accept responsibility for arranging a European Scientific and/or Educational Conference or delegate such authority to a Member Organization, which shall be identified as the Host Organization. 
 
6.2.2 If responsibility for arranging a European Scientific and/or Educational Conference is delegated to a Member Organization then EU-Executive shall: 

6.2.2.1 Appoint one member of the EU-Executive who shall be designated the Conference Liaison Person and who shall be responsible for liaison between the EU-Council and EU-Executive, and the Host Organization in respect of the planning of the Conference.  The Regional President shall be responsible for liaison between WONCA Executive Committee and the Host Organization. 

6.2.2.2 Appoint a Conference Planning Committee which shall consist of the Conference Liaison Person, the Honorary Secretary of the Organization and the Chairperson of the Committee within the Host Organization which is responsible for the Confer ence. 
 
6.2.2.3 The Conference Planning Committee shall meet at least annually during the planning of the Conference. 

6.2.2.3.1 Facilities for the meetings shall be provided by the Host Organization. 

6.2.2.3.2 The most economical transportation cost by the shortest convenient route and subsistence for the duration of the meeting for the members of the Committee, unless provided in pursuance of Section 5.1 of Article 8 of these Bylaws, shall be the responsibility of the Host Organizing Committee. 

6.2.3 Levy 

6.2.3.1 Each fully paid registrant at a designated European Regional Conference shall pay a monetary levy which shall be devided between the World Body and the Euro pean Organization. 

6.2.3.2 The amount of levy for each Regular European Meeting shall be determined by the World Council, or Executive in consultation with the EU-Council and the Host Organization. 

6.2.3.3 The levy shall be included in and form part of the registration fee payable by each fully paid registrant to the Meeting. 

6.2.3.4 The Host Organization shall be responsible for collecting the levy and shall pay the total amount to the CEO of WONCA within twenty-eight days of the conclu sion of the Meeting.  The CEO will remit, on receipt, the agreed portion of the levy to the region. 

 
ARTICLE 7: EUROPEAN COUNCIL (to contents)

7.1 General Powers 

The control and administration of the Organization shall be vested in the European Council (EU-Council) provided that the overall control and responsibility rests with World Council. 

7.2 Composition 
 
The EU-Council shall have one representative appointed by each Full Member Organization (ARTICLE 3 Section 1.1.1).  If there are more than one Full Member Organization from one country, they shall form a delegation, who has one vote at the EU-Council. 

7.3 Members of EU-Council 

7.3.1 Election 

7.3.1.1 Each Member Organization which are Full Member and has received a Certificate of Membership pursuant to ARTICLE 3 Section 3.1.3 of these Bylaws shall be entitled to appoint one member of EU-Council. 

7.3.1.2 The tenure of office of each appointed Member of EU-Council shall be determined by that member's organization. 

7.3.2 Qualifications 

7.3.2.1 Each Member of EU-Council must 

7.3.2.1.1 hold a diploma or degree in medicine recognized and registered by the statutory licensing authority of the country in which the member resides. 

7.3.2.1.2 be licensed to practise medicine in that country. 

7.3.2.1.3 be a full member of the Member Organization of that country. 

7.3.2.2 If after election to EU-Council, any EU-Council Member does not continue to meet these qualifications, the seat shall be declared vacant and shall be filled by appointment by the Member Organization which the EU-Council Member repre sents. 

7.3.3 Certification 

7.3.3.1 Each Member Organization shall notify the Honorary Secretary of the name and address of its Member of EU-Council following appointment and of any subse quent changes. 

7.3.3.2 Such notification shall be in the form of a Certificate which shall certify the credentials of the Member of EU-Council. 

7.4 Observers 

7.4.1 Official Observers 

EU-Council shall admit as observers to its meetings: 

7.4.1.1 Regional Vice Presidents of WONCA 
7.4.1.2 Past Presidents of the Organization 
7.4.1.3 Presidents of Member Organizations 
7.4.1.4 Convenors or Chairpersons of European Working Parties or European Standing Committees elected pursuant to Article 10 of these Bylaws 
7.4.1.5 The Editor of any journal or newsletter produced under the auspices of EU- Council. 

7.4.2 Other Observers 

The President and Chairperson, with the concurrence of EU-Council, may invite as observers one representative of other National or International Organizations for part or whole of the meeting. 

7.4.3 Privileges 

All observers to EU-Council shall have, at the discretion of the Chairperson, privilege of the floor, but shall have no voting rights. 
 
7.5 Meetings of EU-Council 

7.5.1 EU-Council shall meet yearly. 

7.5.2 Special Meetings of EU-Council may be called by the President or upon the written request of not less than a quarter (1/4) of the current membership countries of EU- Council, provided that written notice of such a meeting is given not less than 120 days thereto. 

7.5.3 The President of WONCA may attend, ex officio. 

7.6 Voting 

Each country represented in EU-Council is entitled to one vote and unless otherwise provided in these Bylaws or by law, all matters shall be decided by a majority vote of EU-Council member countries present in person. 

7.7 Proxies 
 
7.7.1 A Member Organization in good standing which is unable to send a Member of EU- Council to a meeting of EU-Council, may authorize another Member Organization, through its appointed Member of EU-Council, to represent it, providing that no Member of EU-Council may represent more than one additional Member Organiza tion. 
7.7.2 The Member Organization authorizing another Member Organization to represent it must furnish the Chairperson of EU-Council such authorization in writing signed by two officers of that Organization. 

7.8 Quorum 

A quorum for the transaction of business of EU-Council shall consist of a majority of two-thirds (2/3) of the Member Countries of EU-Council representing Member Organiza tions. 

7.9 Languages 

7.9.1 The discussions at any meetings of EU-Council shall be conducted in English. 

7.9.2 EU-Council shall, if appropriate, facilitate the provision of translation to and from other languages. 

7.10 Records 

7.10.1 The Honorary Secretary  shall keep minutes in English of each meeting of EU- Council. 

7.10.2 The minutes of each meeting shall be transmitted to each Member Organization and to each member of EU-Council not later than sixty (60) days following the meeting of EU-Council. 
 

ARTICLE 8: EUROPEAN EXECUTIVE COMMITTEE (to contents)

8.1 Composition 

There shall be an European Executive (EU-Executive) Committee composed of the President of the Organization, who shall be Chairperson, the Vice President, the Honorary Secretary, the Honorary Treasurer and three Members at Large.  Not more than two members of the EU- Executive shall be from the one country.  Both sexes shall normally be represented in the EU- Executive Committee. 
 
8.2 Powers 

The EU-Executive Committee, by a majority vote of its members shall have full authority to act for and on behalf of the EU-Council whenever the business of the Organization demands prompt action in the interim between meetings of EU-Council or when it is impracticable to convene EU-Council. 

8.3 Quorum 

A majority of the members of the EU-Executive Committee shall constitute a quorum for the transaction of business. 

8.4 Meetings 

8.4.1 EU-Executive Committee shall normally meet three times during each calendar year. 
 
8.4.2 EU-Executive Committee shall meet immediately prior to and following the meeting of the yearly EU-Council Meeting . 

8.5 Travelling and Per Diem Expenses 

8.5.1 Each member of EU-Executive shall be reimbursed for expenses incurred in attending meetings of the EU-Executive Committee, including the most economical transporta tion costs by the shortest convenient route and a per diem payment for other expenses. 

8.5.2 The amount of the per diem payment shall include payment for the actual days of the meeting of the EU-Executive. 

8.5.3 The level of the per diem payment shall be determined by EU-Executive and con firmed by EU-Council, but it shall not exceed that approved by World Council. 
 

ARTICLE 9: EUROPEAN STATUTORY COMMITTEES (to contents)

9.1 European Nominating Committee 

9.1.1 Powers and duties 

There shall be a European Nominating Committee which shall be responsible to receive all nominations for Officers in WONCA - Wonca Europe. 

9.1.1.1 The European Nominating Committee shall at least six months prior to each Regular European Meeting call from each Member Organization nominations for Officers of WONCA - Wonca Europe. 

9.1.1.2 The European Nominating Committee shall meet immediately prior to each Regular European  Meeting and shall consider all nominations received from Member Organizations and any nominations from EU-Executive and EU-Council which are made pursuant to the Bylaws. 

9.1.1.3 The European Nominating  Committee shall report to the EU-Executive and to EU-Council at their meetings prior to a Regular European Meeting. Such report shall consist of all nominations made and received and a slate of recommended nominations. 

9.1.2 Composition and election 

9.1.2.1 The European Nominating Committee shall consist of the Vice President, who shall be Chairperson, and two other members, who shall be Members of EU- Council. 

9.1.2.2 The EU-Council shall elect at the triennial meeting the members of the European Nominating Committee. 

9.2 European Finance Committee 

9.2.1 Powers and duties 

There shall be a European Finance Committee which shall be responsible to EU-Executive and EU-Council. It shall: 

9.2.1.1 Approve of triennial budgets for presentation to EU-Executive and approval by EU-Council. 

9.2.1.2 Prepare annual budgets for approval by EU-Executive. 

9.2.1.3 Recommend financial policy to EU-Executive. 

9.2.1.4 Recommend policy for the investment of the Organization's assets to EU-Execu tive. 

9.2.1.5 Advise EU-Executive on expenditure of money not provided for in an annual or triennial budget. 

9.2.1.6 Recommend an Auditor for the Organization for appointment by the EU-Council. 

9.2.1.7 Consider and make recommendations on other matters referred to it from time to time by EU-Executive or EU-Council. 

9.2.2 Composition and election 

9.2.2.1 The Committee shall consist of the Honorary Treasurer, a member of the EU- Executive who shall be Chairperson, and two other members of EU-Council who are not members of the EU-Executive. 

9.2.2.2 EU-Council shall elect at the triennial meeting the members of the European Finance Committee. 

9.3 European Membership Committee 

9.3.1 Powers and duties 

There shall be European Membership Committee which shall be responsible to EU-Council and shall: 

9.3.1.1 Consider all applications for Membership to the Organization and for Organiza tions in Collaborative Relations. 

9.3.1.2 Advise EU-Council on such applicant's eligibility for Membership or Collabora tive Relations in accordance with the requirements of Articles 3 and 4 of these Bylaws. 
 
9.3.2 Composition and election 

9.3.2.1 The Committee shall consist of three members, not all necessarily members of EU-Council.  One of the members shall be a member of the EU-Executive and shall be the Chairperson. 

9.3.2.2 The EU-Council shall elect at the triennial meeting the members of the European Membership Committee. 

9.4 European Bylaws Committee 

9.4.1 Powers and duties 

There shall be a European Bylaws Committee which shall be responsible to EU-Council and shall: 

9.4.1.1 Advise EU-Council on the interpretation and implementation of the Bylaws of the Organization. 

9.4.1.2 Draft any alterations to or additions to the Bylaws which would be required to implement any decisions of EU-Council. 

9.4.1.3 Submit such alterations and additions for the consideration of EU-Executive and World Council or Executive prior to the giving of notice of amendments to the Bylaws as required by Article 19 of these Bylaws. 
 
9.4.2 Composition and election 
 
9.4.2.1 The Committee shall consist of three members, at least one of whom shall be a member of the EU-Executive. 

9.4.2.2 The Chairperson shall be elected by EU-Council on recommendation of EU- Executive. 

9.4.2.3 EU-Council shall elect at the triennial meeting the members of the European Bylaws Committee. 

9.5 Eligibility 

Any member appointed to any Statutory Committee shall have the same qualifications as those of Members of EU-Council as outlined in Section 3.2 of Article 7 of these Bylaws. 
 

ARTICLE 10: EUROPEAN WORKING PARTIES AND COMMITTEES 
(to contents)

10.1 European Working Parties of EU-Council 

10.1.1 EU-Council may appoint European Working Parties to facilitate its business. 

10.1.2 Such European Working Parties shall be given defined tasks and a defined term of appointment. 

10.1.3 On completion of their tasks, European Working Parties shall report to EU-Council and then shall cease to exist unless otherwise directed by EU-Council. 

10.2 European Standing Committees of EU-Council 

10.2.1 EU-Council may appoint European Standing Committees when it is of the opinion that the objectives determined by EU-Council could not be achieved by a working party as constituted in pursuance of Section 1 of this Article. 
 
10.2.2 European Standing Committees shall continue to exist until such time as they are disbanded by EU-Council. 

10.3 Qualifications 

10.3.1 Members appointed by EU-Council to a Working Party or a Standing Committee shall be members of a Member Organization and shall receive endorsement of that Member Organization before membership of a Working Party or Standing Committee is confirmed. 

10.3.2 Members appointed to a Working Party or Standing Committee shall be recognised as having special expertise in or knowledge of the objectives of such a Working Party or Standing Committee. 

10.3.3 The Convenors of European Working Parties and the Chairpersons of European Standing Committees shall be appointed by EU-Council at each of its meetings. 

10.4 Composition 

10.4.1 The number of persons appointed to a Working Party or Standing Committee shall be no more than is reasonably necessary to achieve the allotted task. 

10.4.2 The members shall be selected from Member Organizations so as to provide represen tation on an international basis, but it shall not be a requirement that all Member Organizations are represented on any or all European Working Parties or European Standing Committees. 

10.4.3 Each Working Party and Standing Committee in order to achieve the defined tasks or the determined objectives may appoint consulting members who need not necessarily fulfill the requirements of Section 5 of this Article, nor need they require endorsement of a Member Organization. 

10.5 Eligibility 

Any member appointed by EU-Council to any Working Party or Committee of EU-Council shall have the same qualifications as those of Members of EU-Council as outlined in Section 3.2 of Article 7 of these Bylaws. 
 

ARTICLE 11: OFFICERS OF THE ORGANIZATION (to contents)

11.1 Composition 

The Officers of the Organization shall be: 

11.1.1 The President 
11.1.2 The Vice President 
11.1.3 The Honorary Secretary 
11.1.4 The Honorary Treasurer 
11.1.5 Three Members at Large 

11.2 Duties and Terms of Office 

11.2.1 The President 

11.2.1.1 The President or the President's nominee shall act as Chairperson of the EU- Executive, and EU-Council.  The President shall be a Member of EU-Council and an ex officio member of all European Working Parties and European Standing Committees of EU-Council and of all European Statutory Committees of the Organization. 

11.2.1.2 The President shall perform all other duties that custom and parliamentary practice and usage may require. 

11.2.1.3 The term of office of the President shall begin at the conclusion of the Regular European Meeting at which the installation as President occurs, and shall expire at the conclusion of the next Regular European Meeting. 

11.2.1.4 The President shall be eligible to stand for two terms of office. 

11.2.1.5 In the event of the death or resignation of the President during the President's term of office or if the President shall for any reason be unable or unqualified to serve, the Vice President shall succeed to the office of President for the unexpired portion of the President's term. 

11.2.2 The Vice President 

11.2.2.1 The Vice President shall be a member of the EU-Executive and of the EU-Coun cil. 

11.2.2.2 The term of office of the Vice President shall commence at the conclusion of the Regular European Meeting at which election occurs and shall terminate at the conclusion of the next succeeding Regular European Meeting 

11.2.2.3 The Vice President shall be eligible to stand for two terms of office. 

11.2.2.4 If the Vice President succeeds the President in accordance with Section 2.1.5 of this Article he/she shall be eligible for one further term of office. 

11.2.2.5 The Vice President shall serve as Chairperson of the European Nominating Committee. 

11.2.3 The Honorary Secretary 

11.2.3.1 The Honorary Secretary shall be a member of the EU-Executive and of the EU- Council. 

11.2.3.2 The term of office of the Honorary Secretary shall commence at the conclusion of the Regular European Meeting at which election occurs and shall terminate at the conclusion of the next succeeding Regular European Meeting. 

11.2.3.3 The Honorary Secretary shall be eligible for re-election for one further term of office. 

11.2.3.4 As Honorary Secretary of the Organization the Honorary Secretary shall under the direction of EU-Council: 

11.2.3.4.1 Do all such duties as the title of the office ordinarily connotes 

11.2.3.4.2 Serve as Secretary of the EU-Executive Committee and EU-Council. 

11.2.3.4.3 Act as Public Relation Officer for the Organization. 

11.2.3.4.4 Keep or cause to be kept accurate records of the minutes and transactions of the EU-Executive and EU-Council meetings as provided in Section 10 of Article 7 of these Bylaws. 

11.2.3.4.5 Render to EU-Council and EU-Executive whenever they so request an account of the activities and transactions as Secretary of the Organization. 

11.2.3.4.6 Have such other powers and duties as prescribed by EU-Council or these Bylaws. 

11.2.4 The Honorary Treasurer 

11.2.4.1 The Honorary Treasurer shall be a member of the EU-Executive, EU-Council and the European Finance Committee. 

11.2.4.2 The term of office of the Honorary Treasurer shall commence at the conclusion of the Regular European Meeting at which election occurs and shall terminate at the conclusion of the next succeeding Regular European Meeting. 

11.2.4.3 The Honorary Treasurer shall be eligible for re-election for one further term of office. 

11.2.4.4 The Honorary Treasurer shall take a surety bond in respect of the funds and assets of the Organization in an amount to be determined by EU-Council, the premium thereon to be paid by the Organization. 

11.2.4.5 As Honorary Treasurer of the Organization the Honorary Treasurer shall under the direction of EU-Council: 

11.2.4.5.1 Keep or cause to be kept adequate and proper accounts of the property and funds of the Organization. 

11.2.4.5.2 Deposit or cause to be deposited all monies and other valuables in the name of, and to the credit of the Organization with such depositories as may be designated by EU-Council. 

11.2.4.5.3 Disburse or cause to be disbursed the funds of the Organization as may be ordered by EU-Council. 

11.2.4.5.4 Render to EU-Council and EU-Executive whenever they so request an account of all the transactions as Treasurer and of the financial condition of the Organization. 

11.2.4.5.5 Have such other powers and duties as prescribed by EU-Council or these Bylaws. 

11.2.5 The Members at Large of the EU-Executive 

11.2.5.1 There shall be three Members at Large of the EU-Executive. 

11.2.5.2 They shall be appointed by the EURACT, EGPRW and EQuiP, one member each. 

11.2.5.3 They shall be members of the EU-Executive. 

11.2.5.4 Their term of office shall commence at the conclusion of the Regular European Meeting at which they are elected and shall terminate at the conclusion of the next succeeding Regular European Meeting. 

11.2.5.5 They shall be eligible for re-appointment for one further term of office. 

11.3 Elections and Appointments 

11.3.1 President, Vice President, Honorary Secretary and Honorary Treasurer of the EU- Executive 

11.3.1.1 EU-Council at each of its Regular European Meetings shall elect a President, a Vice President, a Honorary Secretary and a Honorary Treasurer of the EU-Execu tive. 

11.3.1.2 Nominations shall be made by the European Nominating Committee in accordance with Section 1 of Article 9 of these Bylaws. 

11.3.1.3 Nothing shall preclude additional nominations being made from the floor at the EU-Council meeting. 

11.3.1.4 All nominations, however made, shall be certified in writing by a Member Organi zation indicating that the nominee is a recognized member of that Member Organization, has its support and endorsement, and agrees to accept nomination. 

11.3.2 Voting 

11.3.2.1 The election of the President, the Vice President, the Honorary Secretary and the Honorary Treasurer of EU-Executive shall be by ballot. 

11.3.2.1.1 If only one nomination for each office has been received at the time of closing of nominations, then that candidate shall be declared elected by the Chairperson. 

11.3.2.1.2 If there are only two nominations for any of the above officers, then election shall be by a majority vote of those present and voting. 

11.3.2.1.3 If there are three or more nominations and no one receives a majority vote on the first ballot, then a second ballot shall be taken between the candidates receiving the highest number of votes on the first ballot, providing, however, that if there is a tie for the second place, the candidate receiving the highest numbers and those tying for second place shall be included in the second ballot, and the balloting shall continue in a like manner until a majority is attained. 

11.3.3 Death, resignation or incapacity 

11.3.3.1 In the event of the death, resignation or incapacity of the President, or if the President should become ineligible for the office, the Vice President shall assume the office of President.  In the event of the death, resignation, or incapacity of the Vice President, or if the Vice President should become President during the term of office as Vice President, then EU-Council shall elect another Vice President for the unexpired portion of the appropriate term or terms, in such a manner as here outlined. 

11.3.3.1.1 The Honorary Secretary shall call for nominations from Member Organizations for the position of Vice President and at the same time inform members of EU- Council that there will be an election by Postal Vote by members of EU-Council to be held 56 days following the time notified for the closing of nominations. 

11.3.3.1.2 The Honorary Secretary shall inform Member Organizations and members of EU- Council the names of those so nominated together with a biographic sketch of each nominee no later than 28 days after the closing of nominations. 

11.3.3.1.3 The Honorary Secretary shall conduct the Postal Vote as outlined above. 

11.3.3.1.4 The Honorary Treasurer, or in the case that the he/she be one of the nominees for the position, a member of the EU-Executive who is not a nominee, appointed by the EU-Executive, shall act as scrutineer for the election and shall declare the successful candidate elected. 

11.3.3.2 In the event of the death, resignation or incapacity of the Honorary Secretary and the Honorary Treasurer, or if they should become ineligible to continue to hold office, the EU-Executive shall within 3 calendar months of such offices becoming vacant, elect, either by postal vote or at a meeting of EU-Executive members present and voting, a person or persons to fulfill the unexpired portion of the appropriate term or terms. 
 

ARTICLE 12: PUBLICATIONS (to contents)

12.1 Regular Newsletter, Periodical or Journal 

12.1.1 EU-Council may from time to time approve of the publication of a regular newsletter, periodical and/or journal and make such arrangements as it sees suitable for the preparation, publication and circulation of such newsletter, periodical and/or journal. 

12.1.2 EU-Council at each of its Regular European Meetings shall appoint an editor of any newsletter, periodical and/or journal which it establishes. 

12.1.3 The editor so appointed shall be responsible to EU-Council and shall have observer status at any Regular Meeting of EU-Council. 

12.1.4 The editor shall report to EU-Council at each of its meetings and to EU-Executive at each of its regular annual meetings and at such other times as requested. 

12.2 Books, Manuscripts, Publications, Audio Visual Material, Computer Material 

12.2.1 No books, manuscripts, publications, audio visual material, or computer material may be published and/or distributed in the name of the Organization in any manner whatever without the approval of EU-Executive. 

12.2.2 Any royalties which result from the sale, publication or distribution of any such book, manuscript, publication, audio visual material or computer material shall be payable to the Organization which may disburse such funds in any way it so decides. 

 
ARTICLE 13: CONTRACTS AND CHEQUES (to contents)

13.1 Contracts 

13.1.1 The EU-Council may authorize any officer or officers, agent or agents of the Organi zation to enter into any contract or execute and deliver any instrument in the name of, and on behalf of the Organization and such authority may be general or confined to specific instances. 

13.2 Cheques and Drafts 

13.2.1 All cheques, drafts and other orders for the payment of money, notes or other evi dences of indebtedness issued in the name of the Organization shall be signed by such officer or officers, agent or agents of the Organization and in such manner as shall from time to time be determined by resolution of EU-Council, providing that at all times the Honorary Treasurer and the President are given separately such authority. 

13.2.2 Such officer or officers so determined by EU-Council shall give a surety bond in an amount to be determined by EU-Council, the premium thereon to be paid by the Organization. 
 

ARTICLE 14: FINANCIAL RECORDS AND REPORT (to contents)

14.1 Balance and financial statement 

14.1.1 The EU-Council shall present to the EU-Council Meeting held in the following year, a balance sheet and financial statement for the past year ending 31 December, audited and certified by a public accountant and approved by EU-Executive. 

14.1.2 Full Members of the Organization shall at all times have the right and privilege to inspect all financial books, records and documents of the Organization and the Honorary Treasurer shall be responsible to facilitate such inspections when so requested providing such requests do not imply any financial responsibility for the process of inspection by the Organization. 
 

ARTICLE 15: WAIVER OF NOTICE (to contents)

Whenever any notice whatever is required to be given under the provisions of the laws of the state or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. 
 

ARTICLE 16: RULES OF ORDER (to contents)

The most current edition of Robert's Rules of Order Revised, except when the same are in conflict with these Bylaws, shall control all parliamentary proceedings of the meetings of EU- Council and the EU-Executive Committee. 
 

ARTICLE 17: OFFICIAL LANGUAGES (to contents)

The official language of the Organization shall be English. 
 

ARTICLE 18: DISSOLUTION (to contents)

18.1 Decision to Dissolve 

18.1.1 A decision to dissolve the Organization shall require a two-thirds (2/3) affirmative vote of the Member Countries and shall be made at a meeting of EU-Council specifi cally called for that purpose. 

18.1.2 In the event two thirds (2/3) of the Member Countries are not present at such meeting, the question of dissolution shall be determined by a written referendum conducted under the direction of EU-Council. 
 
18.2 Distribution of Assets 
 
If in accordance with Section 1 of this Article a decision to dissolve the Organization is resolved in the affirmative, then 

18.2.1 A distribution of any surplus assets (after all liabilities have been discharged) should be made to those Member Organizations which have been members for the six (6) consecutive calendar years immediately preceding the date of dissolution and the basis of distribution of assets is made to them in the same proportion as their respective dues paid bear to the total of dues paid by all other Members. 

18.2.2 Should a Member not have completed six (6) years' continuous Membership then the proportionate dues paid will rank for distribution. 

18.2.3 If any Member has ceased to be a member within a period of six years from the date of dissolution then the proportionate dues paid by it in the previous six years, immedi ately prior to dissolution, will rank for the return of surplus assets. 

18.2.4 EURACT, EGPRW, EQuiP and Direct Members shall not be entitled to rank for any return of surplus assets. 

18.2.5 The return of the surplus assets will be made on the express provision that the surplus funds so returned to Members will be utilized for charitable, scientific or educational purposes with their Organization or their country. 
 

ARTICLE 19: ADOPTION AND AMENDMENT OF BYLAWS (to contents)

Bylaws may be adopted or amended by an affirmative vote of at least two-thirds (2/3) of the member countries of EU-Council present and voting at any meeting of EU-Council, provided such proposed amendments shall be given by one or more Members of the Organization to the Honorary Secretary at least six (6) calendar months prior to the said meeting, and notice shall be given by the Honorary Secretary of such proposed amendments to the Members of the Organization by mail or official publication at least three (3) calendar months before the meeting at which such proposed amendments are to be acted upon. 

EU-Executive Committee or EU-Council also may propose changes in the Bylaws provided that the same conditions for notification apply as for Member Organizations. 

 

 

 

 

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