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The association is founded by the following persons:
The association is named "European Women's Dermatologic Society". In its relations with third parties it may also use the abbreviation "EuWDS". The association is founded in conformity with the provisions of the Act of 25 October 1919, with respect to the granting of corporate capacity to international associations with a charitable, religious, scientific, artistic or pedagogic purpose, as amended by the laws of 06.12.1954 and 30.06.2000. The association has its seat in BELGIUM, 8000 Brugge, Ruddershove 10, A.Z. Sint-Jan A.V., Dienst Dermatologie. The Board of Directors can transfer the seat by ordinary majority of votes. The Board of Directors will have any decision to transfer the seat of the association published in the supplement of the Belgian Law Gazette. The association is a non-profit organisation with a scientific goal and aims at pursuing the following objectives:
The association has been founded for an unlimited duration. It can be dissolved at any time.
Members pay annual membership dues. The amount and the manner of payment will be stipulated by the EuWDS Board of Directors. Members and ex-members cannot claim any rights to the association's patrimony, nor can their heirs or creditors. Paid membership dues and contributions cannot be claimed back and will remain property acquired by the association. Members are bound only for the amount and period of their registration and/or contribution and cannot be bound for debts of the association with their personal property. ARTICLE 7 : BOARD OF DIRECTORS EuWDS is led by a Board of Directors, elected from the association's active members by the General Assembly. The Board of Directors consists of at least 5 members. A country can be represented in the Board of Directors by only one member. The term of the mandate of the members of the Board of Directors is limited to maximum 3 years. At the end of this term automatic re-election is not possible. Exceptionally, and only in order to stimulate continuity, the term the functions of a board member can be extended by one year. The decision with respect thereto will be taken by the General Assembly by simple majority. Each member of the Board of Directors will remain on the Board of Directors until a successor has been elected and appointed. Candidates for the Board of Directors must be proposed in writing to the General Assembly by active EuWDS members at least 2 weeks before the General Assembly. The names will be announced on an election list. The General Assembly confirms the appointment. If there is one vacancy, it will be filled by the candidate obtaining most votes. If there are two vacancies, they will be filled by the two candidates who obtained the most votes, etc. The Board of Directors is responsible for the entire management of the association and has the power to carry out all tasks which are not preserved for the General Assembly. The meetings of the Board of Directors will be held in or outside Europe. The Board of Directors will meet at least once a year. In case of necessity, these meetings of the Board of Directors can be held by (video)conference call/internet, provided that at least one meeting per year is to be held in the physical presence or representation of the members of the Board of Directors. In case of great urgency the Board of Directors can also be convened by its President or upon joint request of at least two thirds of its members. The agenda must be communicated to the members of the Board of Directors in writing at the latest two weeks before the meeting. In case of great urgency a meeting can also be convened by fax or e-mail. In such cases the agenda must be attached to such. Each member of the Board of Directors has one vote. Valid decisions can be taken by the Board of Directors by ordinary majority. Exceptionally and only in case of great urgency, valid decisions of the Board of Directors can also be taken without a meeting. In such case, prior to the meeting, the members of the Board of Directors have to be notified in writing and in detail about the decisions to be taken, and they have to give their written approval, with a description of the nature of the decision. Decisions taken in such a way have to be ratified at the following regular meeting of the Board of Directors. Representation of a member of the Board of Directors by another member of the Board of Directors is possible by means of a written proxy, as regards both the presence and the voting. A member of the Board of Directors can hold a maximum of two proxies.
The General Assembly will be held at a place indicated by the Board of Directors, preferably following a scientific conference. The exclusive competencies include:
Changes to the statutes do not take effect until approval by Royal Decree and after compliance with the publication requirements stipulated in the Act of 25 October 1919. The agenda and the invitation to the General Assembly will be sent to all the members of the association by the secretary. The decisions of the General Assembly will be taken by ordinary majority. Representation by written proxy, both for presence and for voting, is allowed. For dismissal of a member of the Board of Directors, changes to the statutes and for disbandment of EuWDS a two-thirds majority of votes is required The minutes of the General Assembly will be written by the secretary and signed by the president, the secretary and a member appointed by the General Assembly. ARTICLE 10 : CONTRACTS - ACCOUNTS - INVESTMENTS - LOANS
The members of the Board of Directors and of the General Assembly will not receive any remuneration. They can, however, be compensated for expenses they have made in their function for the association. This decision will be taken by the Board of Directors by ordinary majority of vote. An official financial year of the association is one year, starting on 1 January and ending on 31 December of the same year. At the end of an official financial year the treasurer will balance the books with an overview of assets and liabilities and lay these in writing before the members of the Board of Directors for approval. After approval by the Board of Directors the books and the accounts will be laid before two members of the association who do not sit on the Board of Directors and who were appointed by the General Assembly to check. These two members will report on their findings and lay these before the next General Assembly for confirmation. Both active members and members of the Board of Directors can propose supplementary regulations. After approval by the Board of Directors, confirmation by the General Assembly is required. If such proposals come from a supporting member or from a non Board member they must first be laid before the secretary and discussed by the Board of Directors. ARTICLE 14 : DISBANDMENT AND SETTLEMENT At least half of the members of the General Assembly are to be present or represented for discussion and decision on disbandment of the association to be valid. The decision to disband EuWDS will be taken by a two-thirds majority by the General Assembly after proposal by the Board of Directors. Settlement will be done by the Board of Directors. For the settlement period the statutes will remain in force as much as possible. The allocation of a possible credit balance will be decided upon by the General Assembly upon proposal of the Board of Directors. ARTICLE 15 : TEMPORARY PROVISIONS The first financial year is from the date of foundation to December 31st of the following calendar year. The first General Assembly will be held no later than October 31st following the closure of the first financial year. All matters that are not covered by the articles above and more precisely publication in the supplement of the Belgian Law Gazette will be executed in conformity with the relevant legal dispositions. |