WONCA Europe Bylaws
European Society of General Practice/Family Medicine, (WONCA – Wonca Europe)
Amended by WONCA Europe Council in London, 28 June 2022
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 organisation is WONCA – Region Europe, European Society of General Practice/Family Medicine, (Acronym: WONCA – Wonca Europe). WONCA is the acronym for the World Organisation of National Colleges, Academies and Academic Associations of General Practitioners/Family Physicians, short name World Organisation of Family Doctors.
1.2 The Organisation is the European Region of WONCA.
ARTICLE 2: PURPOSE (to contents)
The objective of the organisation 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.
The objective of the organisation shall be achieved by:
2.2.1 Providing a forum for exchange of knowledge and information between Member Organisations of general practitioners/family physicians
2.2.2 Encouraging and supporting the development of academic organisations 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 organisations and/or forums concerned with health and medical care.
2.2.4 Promulgating the pivotal role of gender as a determination of health, promoting the equitable inclusion and advancement of women general practitioners/family physicians in Wonca, and implementing gender equity in all activities in WONCA, in particular the scientific programs of its meetings.
The activities of the Organisation shall be so directed that they serve the Member Organisations 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 Organisations 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 Wonca Europe Council Meeting.
ARTICLE 3: MEMBERSHIP (to contents)
3.1.1 The Membership of the Organisation shall consist of:
126.96.36.199 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 ARTICLE 3 Section 2.1) or Associate Members (WONCA Bylaws ARTICLE 3 Section 2.2) within WONCA region Europe.
188.8.131.52 The European Academy of Teachers in General Practice /Family Medicine (Acronym: EURACT), the European General Practice Research Network (Acronym: EGPRN) and the WONCA European Working Party on Quality Assurance in Family Practice (Acronym: EQuiP), the European Young Family Doctors Movement (Acronym: EYFDM) and the European Rural and Isolated Practitioners Association (Acronym: EURIPA) in accordance with Section 2.5 of Article 11 of these Bylaws.
184.108.40.206 Individual Members, who are Direct Members of WONCA World.
220.127.116.11 Honorary Life Direct Members of WONCA World.
3.2.1 Full Members
18.104.22.168 National Colleges, Academies, or Academic Associations of General Practitioners/Family Physicians representing the General Practitioners/Family Physicians of that country. There can be more than one Full Member Organisation from any one country. The organisations 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 organisations shall consist mainly of legally qualified medical practitioners or medical practitioners in training.
22.214.171.124 Each Full Member Organisation shall have membership on WONCA Europe -Council. If there are more than one Full Member Organisation from one country, they shall form a delegation, who are entitled to one vote only at the WONCA Europe Council. Each Member Organisations certified representative may hold office in accordance with the requirements of Article 11 of these Bylaws.
3.2.2 Direct Members
126.96.36.199 Individual persons who are members of a recognised health profession, and who are Direct Members of WONCA World.
188.8.131.52 Direct Members shall be issued with a Certificate of Membership by the Chief Executive Officer of WONCA World, shall receive copies of any newsletter or other publication which is regularly circulated by the Organisation, and shall be provided with some form of recognition at meetings of the Organisation, the nature of such recognition being determined from time to time by WONCA Europe Council.
3.2.3 Honorary Members
184.108.40.206 Honorary Life Direct Membership of WONCA World may be awarded in recognition of contributions to the work of the Organisation, to the World Body of WONCA and/or to general practice/family medicine.
3.3.1 Full Members
220.127.116.11 National Colleges, Academies or Academic Associations of General Practitioners/Family Physicians seeking Full Membership shall submit to Wonca World Council through the Wonca World Membership Committee an application in such form as is approved from time to time by Wonca World Council.
3.3.2 Direct Members
18.104.22.168 Individuals seeking Direct Membership shall submit to the Chief Executive Officer of WONCA an application with supporting evidence of their qualifications.
22.214.171.124 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.
126.96.36.199 Direct Members of WONCA World shall also be members of the region of WONCA World where they live, and offered any privileges of the region.
3.3.3 Honorary Membership
188.8.131.52 Nominations for Fellowship or Honorary Life Direct Membership may be made by Member Organisations, WONCA Europe-Executive or Wonca Europe Council.
184.108.40.206 All such nominations shall be forwarded to and considered by the European Nominating Committee which shall report all nominations to WONCA Europe Council and shall make recommendations to WONCA Europe Council. WONCA Europe Council shall pass any nominations 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.
220.127.116.11 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 Membership 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 Organisation's Membership in the Organisation shall terminate upon the occurrence of any of the following:
18.104.22.168 Default in the payment of dues to the Organization or Revocation of Membership as in the WONCA Bylaws.
ARTICLE 4: ORGANISATIONS IN COLLABORATIVE RELATIONS AT REGIONAL LEVEL (to contents)
4.1.1 European Organisations 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 Organisations may be represented at WONCA Europe 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.
4.2.1 European Organisations 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 WONCA Europe Council through the European Membership Committee an application in such form as is approved at the next meeting of WONCA Europe Council.
4.2.2 Upon determination by WONCA Europe Council that an applicant is eligible for Collaborative Relations with the Organization, WONCA Europe Council shall issue an applicant an appropriate Certificate.
4.3 Review of Relations
4.3.1 Collaborative Relations shall be reviewed by WONCA Europe Council at its regular meetings.
ARTICLE 5: DUES (SUBSCRIPTIONS) AND FUND RAISING (to contents)
5.1 Annual Dues of Member Organizations
Each Member Organisation shall be required to pay annual dues, as a supplement to the WONCA World dues, which shall be recommended by Wonca Europe Executive and prescribed by WONCA Europe 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 WONCA Europe 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.
Any Member Organisation which has not paid its dues or assessments at the time of the WONCA Europe Council Meeting shall be handled according to the WONCA World 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 World dues, and shall be recommended by Wonca Europe Executive and prescribed by WONCA Europe 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 World 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 Organisation as contained in Article 2, the Organisation 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 a Regular European Meeting of the Organisation held in every year. The meeting can take place either physically or online/hybrid if a physical meeting is not possible. The conclusion that a physical meeting is not possible has to be taken by the executive board of WONCA Europe. This meeting shall be designated as a WONCA Regional Conference after receiving approval as prescribed in the WONCA Europe Bylaws.
6.1.2 Such a Regular European Meeting shall include a meeting of the Wonca Europe -Executive, a meeting of WONCA Europe Council, a Scientific and/or Educational Conference and such other working party or committee meetings as shall be determined from time to time by WONCA Europe Executive or WONCA Europe Council.
6.1.3 At each Regular European Meeting, WONCA Europe Council shall designate the time and place for the calendar year + 4 succeeding Regular European Meeting.
6.2 European Scientific and/or Educational Conferences
6.2.1 In pursuance of Section 1.2 of this Article, WONCA Europe 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 Organisation, which shall be identified as the Host Organisation.
6.2.2 If responsibility for arranging a European Scientific and/or Educational Conference is delegated to a Member Organisation then WONCA Europe Executive shall:
22.214.171.124 Appoint one member of the WONCA Europe Executive who shall be designated the Conference Liaison Person and who shall be responsible for liaison between the WONCA Europe Council and WONCA Europe Executive, and the Host Organisation in respect of the planning of the Conference. The Regional President shall be responsible for liaison between WONCA Executive Committee and the Host Organisation.
126.96.36.199 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 Organisation which is responsible for the Conference.
188.8.131.52 The Conference Planning Committee shall meet at least annually during the planning of the Conference.
184.108.40.206.1 Facilities for the meetings shall be provided by the Host Organisation.
220.127.116.11.2 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 Organising Committee.
18.104.22.168 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 European Organisation.
22.214.171.124 The amount of levy for each Regular European Meeting shall be determined by the World Council, or Executive in consultation with the Wonca Europe -Council and the Host Organisation.
126.96.36.199 The levy shall be included in and form part of the registration fee payable by each fully paid registrant to the Meeting.
188.8.131.52 The Host Organisation shall be responsible for collecting the levy. Payment of 90% of the estimated total levy will be paid to WONCA Europe within 60 days of the closing of the conference. The outstanding balance will be paid within 90 days of the closing. Late payments will attract a penalty of 100 Euros per day. Wonca Europe will remit, upon receipt, the agreed portion of the levy to WONCA World.
ARTICLE 7: EUROPEAN COUNCIL (to contents)
7.1 General Powers
The control and administration of the Organisation shall be vested in the European Council (WONCA Europe Council) provided that the overall control and responsibility rests with World Council.
The WONCA Europe Council shall have one representative appointed by each Full Member Organisation (ARTICLE 3 Section 1.1.1). If there are more than one Full Member Organisation from one country, they shall form a delegation, who has one vote at the WONCA Europe -Council.
7.3 Members of Wonca Europe –Council
184.108.40.206 Each Member Organisation 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 WONCA Europe Council.
220.127.116.11 The tenure of office of each appointed Member of WONCA Europe Council shall be determined by that member's organisation.
18.104.22.168 Each Member of WONCA Europe Council must
22.214.171.124.1 hold a diploma or degree in medicine recognized and registered by the statutory licensing authority of the country in which the member resides.
126.96.36.199.2 be licensed to practise medicine in that country.
188.8.131.52.3 be a full member of the Member Organisation of that country.
184.108.40.206 If after election to WONCA Europe Council, any WONCA Europe Council Member does not continue to meet these qualifications, the seat shall be declared vacant and shall be filled by appointment by the Member Organisation which the WONCA Europe Council Member represents.
220.127.116.11 Each Member Organisation shall notify the Honorary Secretary of the name and address of its Member of WONCA Europe Council following appointment and of any subsequent changes.
18.104.22.168 Such notification shall be in the form of a Certificate which shall certify the credentials of the Member of WONCA Europe Council.
7.4.1 Official Observers
WONCA Europe Council shall admit as observers to its meetings:
22.214.171.124 Regional Presidents of WONCA
126.96.36.199 Past Presidents of the Organisation
188.8.131.52 Presidents of Member Organisations
184.108.40.206 Convenors or Chairpersons of European Working Parties or European Standing Committees elected pursuant to Article 10 of these Bylaws
220.127.116.11 The Editor of any journal or newsletter produced under the auspices of WONCA Europe Council.
18.104.22.168 The chairpersons of the Wonca Europe Special Interest Groups (WESIG)
7.4.2 Other Observers
The President and Chairperson, with the concurrence of WONCA Europe Council, may invite as observers one representative of other National or International Organisations for part or whole of the meeting.
All observers to WONCA Europe Council shall have, at the discretion of the Chairperson, privilege of the floor, but shall have no voting rights.
7.5 Meetings of WONCA Europe Council
7.5.1 WONCA Europe Council shall meet yearly either physically or online/hybrid if a physical meeting is not possible. The conclusion that a physical meeting is not possible has to be taken by the executive board of WONCA Europe.
7.5.2 Special Meetings of WONCA Europe 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 WONCA Europe Council, provided that written notice of such a meeting is given not less than 120 days thereto. The meeting can take place either physically or online/hybrid if a physical meeting is not possible. The conclusion that a physical meeting is not possible has to be taken by the executive board of WONCA Europe.
7.5.3 The President of WONCA World may attend, ex officio.
Each country represented in WONCA Europe 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 WONCA Europe Council member countries.
7.7.1 A Member Organisation in good standing which is unable to send a Member of WONCA Europe Council to a meeting of WONCA Europe Council, may authorize another Member Organisation, through its appointed Member of WONCA Europe Council, to represent it, providing that no Member of WONCA Europe Council may represent more than one additional Member Organisation.
7.7.2 The Member Organisation authorising another Member Organisation to represent it must furnish the Chairperson of WONCA Europe Council such authorisation in writing signed by two officers of that Organisation.
A quorum for the transaction of business of Wonca Europe shall consist of a simple majority of the Member Countries of Wonca Europe (including proxies) who have paid their dues.
7.9.1 The discussions at any meetings of Wonca Europe Council shall be conducted in English.
7.9.2 Wonca Europe -Council shall, if appropriate, facilitate the provision of translation to and from other languages.
7.10.1 The Honorary Secretary shall keep minutes in English of each meeting of Wonca Europe - Council.
7.10.2 The minutes of each meeting shall be transmitted to each Member Organization and to each member of Wonca Europe -Council not later than sixty (60) days following the meeting of Wonca Europe Council.
ARTICLE 8: EUROPEAN EXECUTIVE COMMITTEE (to contents)
There shall be an European Executive (Wonca Europe -Executive) Committee composed of the President of the Organization, who shall be Chairperson, the President-elect, the Immediate Past President, the Honorary Secretary, the Honorary Treasurer and five Members at Large. Not more than two members of the Wonca Europe - Executive shall be from the one country. Both sexes shall normally be represented in the Wonca Europe - Executive Committee.
The Wonca Europe -Executive Committee, by a majority vote of its members shall have full authority to act for and on behalf of the Wonca Europe -Council whenever the business of the Organization demands prompt action in the interim between meetings of Wonca Europe -Council or when it is impracticable to convene Wonca Europe -Council.
A majority of the members of the Wonca Europe -Executive Committee shall constitute a quorum for the transaction of business.
8.4.1 Wonca Europe -Executive Committee shall normally meet (online or in person) three times during each calendar year.
8.4.2 Wonca Europe -Executive Committee shall meet immediately prior to and following the meeting of the yearly Wonca Europe -Council Meeting.
8.5 Travelling and Per Diem Expenses
8.5.1 Each member of Wonca Europe -Executive shall be reimbursed for expenses incurred in attending meetings of the Wonca Europe - Executive Committee, including the most economical transportation 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 Wonca Europe -Executive.
8.5.3 The level of the per diem payment shall be determined by Wonca Europe -Executive and confirmed by Wonca Europe -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 Europe.
22.214.171.124 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 Europe.
126.96.36.199 The European Nominating Committee shall meet immediately prior to each regular European Council Meeting online, and online if necessary in between, and shall consider all nominations received from member organizations and any nominations from Wonca Europe-Executive and Wonca Europe-Council which are made pursuant to the Bylaws.
188.8.131.52 The European Nominating Committee shall report to the Wonca Europe - Executive and to Wonca Europe-Council at their meetings prior to a Regular European Council Meeting. Such report shall consist of all nominations made and received and a slate of recommended nominations.
9.1.2 Composition and election
184.108.40.206 The European Nominating Committee shall consist of the President Elect, who shall be Chairperson, and two other members, who shall be Members of Wonca Europe -Council.
220.127.116.11 The Wonca Europe -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 Wonca Europe-Executive and Wonca Europe-Council. It shall:
18.104.22.168 Approve of triennial budgets for presentation to Wonca Europe-Executive and approval by Wonca Europe-Council.
22.214.171.124 Prepare annual budgets for approval by Wonca Europe-Council
126.96.36.199 Recommend financial policy to Wonca Europe-Executive.
188.8.131.52 Recommend policy for the investment of the Organization's assets to Wonca Europe-Executive.
184.108.40.206 Advise Wonca Europe-Executive on expenditure of money not provided for in an annual or triennial budget.
220.127.116.11 Recommend an Auditor for the Organization for appointment by the Wonca Europe-Council.
18.104.22.168 Consider and make recommendations on other matters referred to it from time to time by Wonca Europe -Executive or Wonca Europe -Council.
9.2.2 Composition and election
22.214.171.124 The Committee shall consist of the Honorary Treasurer, a member of the Wonca Europe- Executive who shall be Chairperson, and two other members of Wonca Europe-Council who are not members of the Wonca Europe-Executive.
126.96.36.199 Wonca Europe-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 Wonca Europe-Council and shall:
188.8.131.52 Consider all applications for membership to the Organization and for Organizations in collaborative relations.
184.108.40.206 Advise Wonca Europe-Council on such applicant's eligibility for membership or collaborative relations in accordance with the requirements of Articles 3 and 4 of these bylaws.
9.3.2 Composition and election
220.127.116.11 The Committee shall consist of three members, not all necessarily members of Wonca Europe-Council. One of the members shall be a member of the Wonca Europe-Executive and shall be the Chairperson.
18.104.22.168 The Wonca Europe-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 Wonca Europe-Council and shall:
22.214.171.124 Advise Wonca Europe-Council on the interpretation and implementation of the Bylaws of the Organization.
126.96.36.199 Draft any alterations to or additions to the bylaws which would be required to implement any decisions of Wonca Europe -Council.
188.8.131.52 Submit such alterations and additions for the consideration of Wonca Europe-Executive and 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
184.108.40.206 The Committee shall consist of three members, at least one of whom shall be a member of the Wonca Europe-Executive.
220.127.116.11 The Chairperson shall be elected by Wonca Europe-Council on recommendation of Wonca Europe – Executive.
18.104.22.168 Wonca Europe -Council shall elect at the triennial meeting the members of the European Bylaws Committee.
Any member appointed to any Statutory Committee shall have the same qualifications as those of Members of Wonca Europe-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 Wonca Europe –Council
10.1.1 Wonca Europe -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 Wonca Europe -Council and then shall cease to exist unless otherwise directed by Wonca Europe -Council.
10.2 European Standing Committees of Wonca Europe-Council
10.2.1 Wonca Europe-Council may appoint European Standing Committees when it is of the opinion that the objectives determined by Wonca Europe -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 Wonca Europe-Council.
10.3.1 Members appointed by Wonca Europe -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 Wonca Europe - Council after the respective term is due.
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 representation 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 fulfil the requirements of Section 5 of this Article, nor need they require endorsement of a Member Organization.
Any member appointed by Wonca Europe -Council to any Working Party or Committee of Wonca Europe-Council shall have the same qualifications as those of Members of Wonca Europe-Council as outlined in Section 3.2 of Article 7 of these Bylaws.
ARTICLE 11: OFFICERS OF THE ORGANIZATION (to contents)
The Officers of the Organization shall be:
11.1.1 The President
11.1.2. The President-elect
11.1.3 The Immediate Past President
11.1.4. The Honorary Secretary
11.1.5 The Honorary Treasurer
11.1.6 Five Members at Large
11.2 Duties and Terms of Office
11.2.0 Terms of Office
Executive board membership in any capacity will be for a maximum of ten years.
11.2.1 The President
22.214.171.124 The President shall act as Chairperson of the Wonca Europe Executive, and Wonca Europe -Council. The President shall be a Member of Wonca Europe Council and an ex officio member of all European Working Parties and European Standing Committees of Wonca Europe-Council and of all European Statutory Committees of the Organization.
126.96.36.199 The President shall perform all other duties that custom and parliamentary practice and usage may require.
188.8.131.52 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 will last approximately 3 years until the conclusion of the next Regular European Meeting in which voting has occurred.
184.108.40.206 The President will become Immediate Past President automatically after the term as President.
220.127.116.11 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 President elect shall succeed to the office of President for the unexpired portion of the President's term.
11.2.2 The President-elect
18.104.22.168 The President-elect shall be a member of the Wonca Europe-Executive and of the Wonca Europe-Council.
22.214.171.124 The term of office of the President-elect shall commence at the conclusion of the Regular European Meeting at which election occurs and will be approximately 3 years.
126.96.36.199 The President-elect shall be eligible to stand for one term of this specific office.
188.8.131.52 The President-elect will become President automatically after the term as President-elect.
184.108.40.206 If the President-elect succeeds the President in accordance with Section 2.1.5 of this article he/she shall still become President in the next term.
220.127.116.11 The President-elect shall serve as Chairperson of the European Nominating Committee.
11.2.3 The Immediate Past President
18.104.22.168 The Immediate Past President shall be a member of the Wonca Europe-Executive and of the Wonca Europe -Council.
22.214.171.124 The term of office of the Immediate Past President shall commence at the conclusion of the Regular European Meeting at which election occurs and will be 1 year.
126.96.36.199 The Immediate Past President will have no voting rights.
11.2.4 The Honorary Secretary
188.8.131.52 The Honorary Secretary shall be a member of the Wonca Europe-Executive and of the Wonca Europe-Council.
184.108.40.206 The term of office of the Honorary Secretary shall commence at the conclusion of the Regular European Meeting at which election occurs, and will last around 3 years until the conclusion of the next Regular European Meeting in which voting has occurred.
220.127.116.11 The Honorary Secretary shall be eligible for re-election for one further term of this specific office.
18.104.22.168 As Honorary Secretary of the Organization the Honorary Secretary shall under the direction of Wonca Europe-Council:
22.214.171.124.1 Do all such duties as the title of the office ordinarily connotes
126.96.36.199.2 Serve as Secretary of the Wonca Europe-Executive Committee and Wonca Europe-Council.
188.8.131.52.3 Act as Public Relation Officer for the Organization.
184.108.40.206.4 Keep or cause to be kept accurate records of the minutes and transactions of the Wonca Europe-Executive and Wonca Europe-Council meetings as provided in Section 10 of Article 7 of these Bylaws.
220.127.116.11.5 Render to Wonca Europe-Council and Wonca Europe-Executive whenever they so request an account of the activities and transactions as Secretary of the Organization.
18.104.22.168.6 Have such other powers and duties as prescribed by Wonca Europe-Council or the Bylaws.
11.2.5 The Honorary Treasurer
22.214.171.124 The Honorary Treasurer shall be a member of the Wonca Europe-Executive, Wonca Europe-Council and the European Finance Committee.
126.96.36.199 The term of office of the Honorary Treasurer shall commence at the conclusion of the Regular European Meeting at which election occurs, and will last around 3 years until the conclusion of the next Regular European Meeting in which voting has occurred.
188.8.131.52 The Honorary Treasurer shall be eligible for re-election for one further term of this specific office.
184.108.40.206 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 Wonca Europe-Council, the premium thereon to be paid by the Organization.
220.127.116.11 As Honorary Treasurer of the Organization the Honorary Treasurer shall under the direction of Wonca Europe-Council:
18.104.22.168.1 Keep or cause to be kept adequate and proper accounts of the property and funds of the Organization.
22.214.171.124.2 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 Wonca Europe-Council.
126.96.36.199.3 Disburse or cause to be disbursed the funds of the Organization as may be ordered by Wonca Europe-Council.
188.8.131.52.4 Render to Wonca Europe -Council and Wonca Europe-Executive whenever they so request an account of all the transactions as Treasurer and of the financial condition of the Organization.
184.108.40.206.5 Have such other powers and duties as prescribed by Wonca Europe -Council or these Bylaws.
11.2.6 The Members at Large of the Wonca Europe -Executive
220.127.116.11 There shall be five Members at Large of the Wonca Europe-Executive.
18.104.22.168 They shall be appointed by the EURACT, EGPRN, EQuiP, EYFDM and EURIPA, one member each.
22.214.171.124 They shall be members of the Wonca Europe-Executive.
126.96.36.199 Their term of office shall commence at the conclusion of the Regular European Meeting at which they are elected and will last around 3 years until the conclusion of the next Regular European Meeting in which voting has occurred.
188.8.131.52 They shall be eligible for re-appointment for one further term of this specific office.
11.3 Elections and Appointments
11.3.1 President-elect, Honorary Secretary and Honorary Treasurer of the Wonca Europe - Executive
184.108.40.206 Wonca Europe - Council at a Council meeting shall elect a President-elect, a Honorary Secretary and a Honorary Treasurer of the Wonca Europe-Executive.
220.127.116.11 Nominations shall be made by the European Nominating Committee in accordance with Section 1 of Article 9 of these Bylaws.
18.104.22.168 Nothing shall preclude additional nominations being made from the floor at the Wonca Europe-Council meeting.
22.214.171.124 All nominations, however made, shall be certified in writing by a Member Organization indicating that the nominee is a recognized member of that Member Organization, has its support and endorsement, and agrees to accept nomination.
126.96.36.199 The election of the President-elect, the Honorary Secretary and the Honorary Treasurer of Wonca Europe -Executive shall be by ballot.
188.8.131.52.1 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.
184.108.40.206.2 If there are only two nominations for any of the above officers, then election shall be by a majority vote of those present (including proxies) and voting. If there is a tie, then the president will have a casting vote.
220.127.116.11.3 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. If there is a tie, then the president will have a casting vote.
11.3.3 Death, resignation or incapacity
18.104.22.168 In the event of the death, resignation or incapacity of the President, or if the President should become ineligible for the office, the President-elect shall assume the office of President. In the event of the death, resignation, or incapacity of the President-elect, then Wonca Europe -Council shall elect another President-elect, in such a manner as here outlined.
22.214.171.124.1 The Honorary Secretary shall call for nominations from Member Organizations for the position of President-elect and at the same time inform members of Wonca Europe - Council that there will be an election by electronical vote by members of Wonca Europe -Council to be held 56 days following the time notified for the closing of nominations.
126.96.36.199.2 The Honorary Secretary shall inform Member Organizations and members of Wonca Europe-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.
188.8.131.52.3 The Honorary Secretary shall conduct the electronical vote as outlined above.
184.108.40.206.4 The Honorary Treasurer, or in the case that he/she be one of the nominees for the position, a member of the Wonca Europe-Executive who is not a nominee, appointed by the Wonca Europe-Executive, shall act as scrutineer for the election and shall declare the successful candidate elected.
220.127.116.11 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 Wonca Europe - Executive shall within 3 calendar months of such offices becoming vacant, elect, either by an electronical vote or at a personal or hybrid meeting of Wonca Europe - Executive members present and voting, a person or persons to fulfil the unexpired portion of the appropriate term or terms.
ARTICLE 12: PUBLICATIONS (to contents)
12.1 Regular Newsletter, Periodical or Journal
12.1.1 Wonca Europe -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 Wonca Europe -Council from time to time at its regular European meetings shall appoint an editor of any newsletter, periodical and/or journal which it establishes.
12.1.3 The editor of the journal so appointed shall be responsible to Wonca Europe -Council and shall have observer status at any Regular Meeting of Wonca Europe -Council.
12.1.4 The editor shall report to Wonca Europe -Council at each of its meetings and to Wonca Europe - Executive Committee at its meetings if 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 Wonca Europe -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)
13.1.1 The Wonca Europe - Council may authorize any officer or officers, agent or agents of the Organization 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 Wonca Europe -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 Wonca Europe-Council shall give a surety bond in an amount to be determined by Wonca Europe-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 Wonca Europe - Executive shall present to the Wonca Europe 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 Wonca Europe-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 Wonca Europe-Council and the Wonca Europe-Executive.
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 Wonca Europ-Council specifically 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 Wonca Europe-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, immediately prior to dissolution, will rank for the return of surplus assets.
18.2.4 EURACT, EGPRN, EQuiP, VdGM 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 Wonca Europe - Council present (including proxies) and voting at any meeting of Wonca Europe-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.
Wonca Europe-Executive Committee or Wonca Europe-Council also may propose changes in the Bylaws provided that the same conditions for notification apply as for Member Organizations.