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Articles of Association


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The articles will be modified and adapted to the regulations for international societies according to the Belgian Law. Within soon they will be published on this site.

ARTICLE 1 : FOUNDATION -NAME
ARTICLE 2 : SEAT
ARTICLE 3 : AIM
ARTICLE 4 : DURATION
ARTICLE 5 : MEMBERS
ARTICLE 6 : DUES
ARTICLE 7 : BOARD OF DIRECTORS
ARTICLE 8 : BOARD MEMBERS
ARTICLE 9 : GENERAL ASSEMBLY
ARTICLE 10 : CONTRACTS - ACCOUNTS - INVESTMENTS - LOANS
ARTICLE 11 : COMPENSATIONS
ARTICLE 12 : FINANCIAL YEAR
ARTICLE 13 : REGULATIONS
ARTICLE 14 : DISBANDMENT AND SETTLEMENT
ARTICLE 15 : TEMPORARY PROVISIONS
ARTICLE 16 : FINAL PROVISIONS


ARTICLE 1 : FOUNDATION -NAME

The association is founded by the following persons:

  • TOSTI Antonella, dermatologist, Castiglione, 72, Bologna - ITALY ; italian nationality
  • BLUME-PEYTAVI Ulrike, dermatologist, Hindenburgdamm, 30, Berlin - GERMANY ; german nationality
  • DE CUYPER Christa, dermatologist, K. Deswertlaan, 30, Blankenberge - BELGIUM ; belgian nationality

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.

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ARTICLE 2 : SEAT

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.

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ARTICLE 3 : AIM

The association is a non-profit organisation with a scientific goal and aims at pursuing the following objectives:

  • to encourage and to support the role and the contribution of women to European dermatology
  • to reflect the cultural diversity of the European countries
  • to promote friendship
  • to enhance the level of dermatology in Europe

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ARTICLE 4 : DURATION

The association has been founded for an unlimited duration. It can be dissolved at any time.

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ARTICLE 5 : MEMBERS

  • Members can be either active or supporting. Legal entities can only obtain supporting member status.

    Active membership involves the member co-operating scientifically or personally in the EuWDS's activities.

    Supporting membership means persons or organisations granting financial support to EuWDS either by an annual contribution, stipulated by the EuWDS Board of Directors, or by granting a scholarship to young researchers.

  • Those applying for membership must specify beforehand whether they wish to be an active or a supporting member.

    Applications will be investigated by the Board of Directors. Applications to be an active member will be evaluated mainly on the basis of the applicant's clinical and/or scientific interest and knowledge. If necessary, the Board of Directors will be free to petition advice from disinterested third parties.

    The Board of Directors will then submit the list of applicants to the General Assembly. Acceptance as a member will be done by vote of the active members only of the General Assembly by a simple majority.

  • Members are entitled to leave the association by submitting their resignation to the Board of Directors. Resignation will take effect only after acceptance by the Board of Directors. The entire annual memberships dues for the current year remain due.

    The Board of Directors can propose that the General Assembly exclude a member. Exclusion as a member will be done by vote of only the active members of the General Assembly by ordinary majority. Dismissal of a member of the Board of Directors requires a two-thirds majority of votes.

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ARTICLE 6 : DUES

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.

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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.

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ARTICLE 8 : BOARD MEMBERS

  • The Board of Directors appoints a president, a secretary and a treasurer from its members.

    The members of the Board of Directors will be elected - and if necessary dismissed - by and at the annual General Assembly. A member sits on the Board of Directors for three years. The elected members of the Board of Directors elect their president, treasurer and secretary. The term as president of the Board of Directors is one year and he is not eligible for immediate re-election. As an exception and only to stimulate continuity can the terms of any member of the board be extended by one year. The decision in this matter will be taken by the General Assembly by ordinary majority of votes.

    Vacant functions in EuWDS will be filled by a decision of the Board of Directors by ordinary majority of votes. The person appointed is elected only for the rest of his/her predecessor's term.

    The president of the Board of Directors will chair all EuWDS meetings.

  • The secretary will report on all the decisions of the Board of Directors. He/she will take care of the invitations to the meetings of the Board of Directors and carry out the other tasks assigned to him/her by the Board of Directors. The treasurer will keep the association's funds and complete accounts of income and expenses in a cash-book which belongs to EuWDS. He/she will invest the association's property as decided by the Board of Directors. He/she will carry out payments by Board of Directors order and make a financial report for the president covering all actions as a treasurer and the annual account. These will be laid before the annual General Assembly for approval and signed by two independent active members.

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ARTICLE 9 : GENERAL ASSEMBLY

The General Assembly will be held at a place indicated by the Board of Directors, preferably following a scientific conference.

The exclusive competencies include:

  • appointment of a member who signs the minutes of the General Assembly
  • appointment of two members who check the association's cash-book and report about it to the General Assembly
  • report about the association's activities the past year
  • the submitting of the financial balance for approval
  • appointment of new members
  • dismissal of members
  • appointment of new members of the Board of Directors ( by vote)
  • dismissal of members of the Board of Directors
  • discussion of all subjects proposed in writing by members of the association at least 2 weeks before the General Assembly
  • amendments of articles of association.

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.

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ARTICLE 10 : CONTRACTS - ACCOUNTS - INVESTMENTS - LOANS

  • All writing that legally bind the association, exempting special proxy, are to be signed by the President or by two members of the Board of Directors, who are not bound to provide evidence of competence to a third party.
  • Loans on behalf of EuWDS can only be entered into by written permission of the Board of Directors. This decision must be confirmed by the General Assembly.
  • Every cheque or payment on behalf of EuWDS will be signed by the association's treasurer.
  • The property of EuWDS will be invested according to the decisions of the Board of Directors.
  • The Board of Directors represents the association as claimant or defendant in litigation and is represented by its President or by one of its members, appointed by the Board of Directors to this purpose.

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ARTICLE 11 : COMPENSATIONS

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.

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ARTICLE 12 : FINANCIAL YEAR

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.

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ARTICLE 13 : REGULATIONS

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.

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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.

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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.

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ARTICLE 16 : FINAL PROVISIONS

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.

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