Association of “European Society of Gynecology”
Founders: Alice and Albert Netter
I. Name, registered office and purpose
Name and registered office
The “European Association of Gynecology” is founded as a non-profit association in the sense of Articles 60 and following of the Swiss Civil Code.
- The registered office is in Locarno (Switzerland).
The purpose of the Association is to study and to promote the advances in the gynaecology, obstetrics and reproductive organs medicine fields to be carried out by:
- organising biennial international congress and participating in the organisation of the biennial event, “Alice & Albert Netter Days”;
- increasing contacts among experts in the gynaecology, obstetrics and reproductive organs medicine in the European countries;
- promoting and spreading the clinical and biological investigation in the field;
- contributing to the teaching provided by its members and to the promotion of the gynaecology, obstetrics and reproductive organs medicine culture;
- organising, preparing, holding and taking part in international and national meetings and in congresses, schools and courses on topics related to the purpose of the Association;
- promoting research projects and experience exchange among the single members of the Association;
- participating and cooperating with other entities, associations or groups having similar purposes or purposes related to the ones of the Association;
- providing a platform to promote the standpoints. In order to achieve this purpose, apart from organising congresses, symposiums and work groups, the Association can be supported by a website and by sending newsletters. The Association will also support the publication of books, journals and articles related to such purposes as well as other multimedia products.
The Association takes on and continues all the activities of “Société Européenne de Gynécologie (SEG.)”, a non-profit association with registered office in Paris, not-registered with the Chamber of Commerce, also known as “European Society of Gynecology” (ESG) in the international relations.
II. Members, means and contributions
The European Association of Gynecology is made up of the following members: Founding Members (a), Ordinary Members (b), Honorary Members (c), Supporting Members (d).
- The Founding Members are: Hoang Ngoc Minh; Clara Pélissier-Langbort and David Serfaty
- The Ordinary Members of the Association may be doctors and researchers involved in standard and clinical research or interested therein or in other matters related to gynaecology, obstetrics and reproductive organs medicine. All the Regular Members of the Société Européenne de Gynécologie in good standing become Ordinary Members of the Association.
- The Honorary Members may be people with exceptional scientific achievements or that have performed exceptional services to “S.E.G./E.S.G”.
- The Supporting Member may be any natural or legal person interested in the activities of the association and paying the contribution.
The members shall be accepted irrespective of sex, race, language, religion or political opinion. The sole condition required is the academic, scientific and cultural level of the candidate. The members shall be accepted solely on individual basis, apart from the Supporting Members.
Subscription procedures of Ordinary Members
The subscription applications shall be sent:
- in writing by filling in the form prepared by the Association and by forwarding it to the Executive Committee, thus attesting the candidate’s willingness to be part of the Association. The signing of the application form for becoming member implies the approval of the Association’s Articles of Association.
The decision shall be notified to the candidate:
- by registering for the events of the association, such as the biennial congress of the Association, the Alice & Albert Netter Days or other events organised by the association. The registration to these events entitles to the possibility to become an ordinary member of the Association. Subscribing to the Association by means of registration for its events implies the approval of the Association’s Articles of Association.
The General Assembly, on proposal from the Executive Committee, elects its Honorary Members, who may be people with exceptional scientific achievements or people that have performed exceptional services for the Association.
Termination of membership
The membership shall terminate:
- for natural persons, in the event of resignation, exclusion or death;
- for legal persons, in the event of resignation, exclusion or dissolution.
The resignation may be effective at any time by serving a prior notice pursuant to Article 70, paragraph 2 of Civil Code. The resignation letter shall be served to the Board of Directors by means of registered letter. Failure to pay the contribution shall be deemed as resignation.
A member may be excluded from the Association at any time for justified reasons. The General Assembly shall decide on the exclusion (Article 65, paragraph 1 and Article 72 of Civil Code).
Means and contributions, management of funds
To pursue its purposes, the Association relies on
- the contributions of its members. The annual contribution is of at least CHF 25 and of at most CHF 100 and it is proposed by the Board of Directors at the General Assembly;
- any other resources such as donations, bequests, etc.
- State, national and international Research Entities, local and regional authorities as well as other public and private Entities’ financing,
- proceeds from own property and values of any kind;
- proceeds from Congresses and organised events;
- proceeds of any kind approved by the association bodies.
The Board of Directors empowers the Treasurer to manage the company’s funds with the necessary approval from the Secretary-General.[/column]
Statutory Bodies of the Association
The statutory bodies are: a) the General Assembly; b) the Board of Directors (Committee); c) the Executive Committee; d) the Advisory Committee and e) the Audit Office if the conditions imposed on by law are abided by.[/column][/row]
A) The General Assembly
The General Assembly
The General Assembly is the decision-making body of the Association. It includes all founding, ordinary and honorary members. The General Assembly is called at each biennial congress.
The General Assembly duties
The General Assembly has the following duties:
- election or removal of the Board of Directors (Committee, article 69 of Civil Code);
- election or removal of the Audit Office;
- preparation and amendment to the Articles of Association (Article 60, paragraph 2 of Civil Code);
- approval of accounting;
- calculation of the contributions of its members;
- admission and exclusion of members.
The General Assembly
The General Assembly is called at least once every two years, preferably in the same period and place the Congress is held.
The members are invited to take part in the General Assembly at least 20 days prior to the Assembly Meeting, in writing, by annexing the Agenda to the notice of call (Article 64, paragraphs 2 and 3 Article 66 of Civil Code).
It is hereby guaranteed that the General Assembly may be called by at least one fifth of the members (Article 64, paragraph 3 of Civil Code);
Procedures of the General Assembly
- The General Assembly is made up of all the members, who are entitled to vote and to be elected members of the Board of Directors;
- The General Assembly is chaired by the President of the Board of Directors;
- The Meeting may validly decide regardless of the number the members present.
- The decisions of the Assembly are passed by majority vote of the attendees.
- The members are entitled to one vote each. A secret ballot method shall apply if the majority of a third of the attendees requests so. In case the votes are divided equally, a second voting session will be called. If the second voting session results in votes equally divided, the Chairman shall have a casting vote or shall be entitled to remove the item subject to vote from the Agenda.
- The decision regarding any amendment to the Articles of Association shall be approved by two thirds of the voting attendees. In case of amendment to the Articles of Association, at least 25 members shall attend the Assembly.
Proposals by the members
The members may request that an item be added on the Agenda of the General Assembly. Such requests, signed by at least 15 members of the Association, shall be made in writing and forwarded to the Board of Directors at least 12 weeks prior to the date the General Assembly is held.
B) The Board of Directors (Committee)
Election of the Board of Directors (Committee)
- The members attending the Assembly shall elect the Board of Directors (Committee) according to a list submitted by the outgoing Board of Directors and to the specific express requests and forwarded to the President by any single member, at least three months prior to the Assembly, by means of a letter signed by at least 5 members of the Association;
- The Board of Directors (Committee) consists of at most 25 members, including the Past President;
- The members of the Board of Directors (Committee) are elected for a four-year term and may be re-elected once. The same shall not be an employee of a pharmacy industry but are authorised to provide remunerated consultancy or expert services thereto.
Duties of the Board of Directors (Committee)
The Board of Directors:
- elects the members of the Executive Committee: the President, the Deputy President, the Secretary-General, the Deputy Secretary-General, the Treasurer, the Deputy Treasurer; the Executive Committee shall hold office for four years and each of its members may be re-elected once;
- manages the affairs of the Association and, in particular, organises the congresses with the support of a Professional Congress Organiser (PCO);
- contributes to and advises on the preparation of the congresses and meetings;
- coordinates and promotes the information exchange among the members;
- proposes the amount of the annual contribution at the Meeting;
- drafts a list of candidates for the election of a new Board of Directors to be submitted to the General Assembly;
- implements the decisions taken by the Meeting;
- acts for and on behalf of the Association.
Procedures of the Board of Directors (Committee)
- The members of the Board of Directors (Committee) shall meet at least every two years at the Congress upon invitation of the President or upon request by at least 1/3 of the members and take decisions based on majority vote, considering that each member is entitled to vote. In case the votes are divided equally, a second voting session will be called. If the second voting session results in votes divided equally, the motion shall be subject to voting at the following meeting. Should the following voting result in votes divided equally, the motion shall be removed from the Agenda.
- The President shall chair the meetings of the Board of Directors (Committee). Should the President not attend, the Deputy President, the Secretary-General or the Treasurer shall replace the same.
- The Board of Directors (Committee) shall receive and approve the report submitted by the Treasurer.
- The Board of Directors (Committee) shall keep and circulate the Minutes of the Meeting enclosing the most important decisions.
C) The Executive Committee
Composition and competences
The Executive Committee:
- Is made up of the following members with voting rights: the President, the Past-President, the Deputy President, the Secretary-General, the Deputy Secretary-General, the Treasurer, the Deputy Treasurer;
- manages the ordinary administration as empowered by the Board of Directors;
- evaluates and selects, together with the PCO, any locations for future congresses to be submitted to the Board of Directors;
- evaluates and analyses the proposals received for the organisation of the Alice & Albert Netter Days or the other training activities to be submitted for approval purposes to the Board of Directors;
- proposes the setting up of study or interest groups to the Board of Directors based on precise needs or requests from member groups.
The Executive Committee shall meet following the President’s call of meeting and shall decide by majority vote. The same shall draft and sign the minutes of each meeting.
D) The Advisory Committee
Composition and competences
The Association may include an Advisory Committee made of former presidents, Board of Directors members no longer holding office and members of the company elected by the Board of Directors for their achievements.
The Advisory Committee may be consulted by the Board of Directors on all matters concerning the life of the Association. At the biennial Congress, the Alice & Albert Netter Days and at any other training activity, the Executive Committee shall meet the Advisory Committee to discuss matters related to the future of the Association. The members of the Advisory Committee will be registered freely for the following Congress, the Alice & Albert Netter Days and for the other training activities of the Association.[/column][/row]
E) The Audit Office
Appointment and competences
If the condition imposed on by law are abided by (Article 69b of Civil Code), the General Assembly appoints the statutory auditor that controls the accounting and performs a random audit at least once a year.
F) Contractual partners
Professional Congress Organisers
The Association may organise official Congresses and other events or activities with the support of a Professional Congress Organiser (PCO).
The Association, by means of the Executive Committee, may, at its own discretion, hire or dismiss any employee. The Committee may confer some of its powers to one or more members or one or more people, even if such people are not members of the Association, for those duties related to the good performance of the Association’s work.
III. Representation and signatures
Signatures on behalf of the Association
The President and the Secretary-General shall represent the Association against third parties. The Association is bound by the joint signature of its President and Secretary-general.
Seal or stamp
The Association may hold a seal or stamp bearing its name.
An Internal Regulation approved by the Board of Directors shall establish the conditions and details needed to perform these Articles of Association.
IV. Dissolution and liquidation
Dissolution and liquidation of the Association
The Association may be dissolved at any time following the decision of the General Assembly specifically called and by a 2/3 vote of the attendees.
In the event of liquidation of the affairs and assets of the Association requested by the General Assembly, the Board of Directors shall appoint one or more liquidators. Following the payment of any debts, the net worth shall be allocated, at the discretion of the Board of Directors, to non-profit associations or to medical, educational or charity institutions.
The liability for the debts of the Association shall be assumed by the Associations’ net worth. The members shall not be held personally liable.
VI. Applicable Law
All matters not provided for herein shall be regulated by the provisions under Articles 60 and following of the Swiss Civil Code.
These Articles of Association have been approved at the setting up General Assembly of October 20 2017.