Constitution

Constitution of the Federation of European Psoriasis Association (Europso)

Valid since 2013

Name, Seat, Duration an Status

Europso

EUROPSO
MANGEHØJE 4
8850 BJERRINGBRO
DENMARK


 

Article 1

1.1 The Association is named: Federation of European Psoriasis associations, Europso.

1.2 It shall have its seat in Stockholm (Sweden)

1.3 The Association is established for an indefinite period of time.

1.4 The Association shall act as a non-profit non-governmental European association.

1.5 Both the social year and the financial year are equal to the calendar year (01January - 31. December).

Aims

Article 2

2. The aims of the Federation shall be:

2.1 The Association aims to look after the interests of all psoriasis/psoriatic arthritis patiens in the widest sence

2.2 The Association tries to archieve the aims by:

2.2.1 Striving for social snd economic integration of psoriasis/psoriasis arthritis patiens and dispelling prejudices and all other forma of discrimination agains prosiriasis/psoriasis arthritis patiens.

2.2.3 Promoting contacts and co-operation between the national Associations of psoriasis/psoriatic arthritis patients and other organizations pursuing the in part 1 mentioned intentions.

2.2.4 Obtaining recognition from the European Union and other EuropeanTo obtain recognition from the European Union and other European international institutions.

2.2.5 Using all other legal means, serving the intentions of the Association

Membership

Articel 3

3.1 Members

3.1.1 Members of the Association are national or regional Associations of Psoriasis/psoriatic arthritis patients, which are legally registered.

3.1.2 The General Assembly decides on the admission of new Members of new Members on receipt of recommendations of the Executive Board. Memberhip will be granted on an on-going basis. A membership application is approved by a majority of two-this (2/3) of the votes casted at the General Assembly.

3.2 Termination of membership

Membership can be terminated by:

3.2.1 The Association by unanimous decision taken by the General Assembly.

3.2.2 Withdrawal by the Association in case of failure of a member-Association to pay the anual membership fee.

3.2.3 Withdrawal by the member..

Finances

Article 4

4.1 Membership fees

All members are required to pay annual membership fee. The annual membership fee must be paid within four weeks after receiving the invoice. In case where payment is overdue membership may be suspended until payment has taken place.

In case the payment has not taken place before the end of the year membership will be withdrawn by the General Assembly, on the recommendation of the Executive Board.

New member who pays the membership fee after the first of October is also member the coming year.

In case the General Assembly takes place before end of june the membership fee must be received by Europso before the date of the General Assembly.

All Members shall be intitled to vote only if all due membership fees have been paid.

4.2 Other Resurces

The Association will actively use possibilities for creating financial resources for its activities. The Associations may receive grants, gifts, endowments or other forms of donations from public or privat sources, whether or not allocated to ypecific purposes covered by it aims. The Association may also receive inheritances and legacies.

Organs

Article 5

The Association has the follwing organs:

5.1 The General Assembly of Members

5.2 The Executive Board

The Exective Board may, at its discretion grant Observer status at meetings to companies, institutions or associations for specific purposes in relation with the general objectives of the Association.

The General Assembly

Article 6

6.1 Composition

The General Assembly consists of all the Members of the Association.

The General Assmebly s the highest autority in the Association. Subject to the powers conferred upon the Executive Board by this constitution, it has all the powers required to realize the Association's purposes.

6.2 Operation

6.2.1 Convocation of meetings

The General Assembly shall meet at least once every three (3) years in one of the member countries. The President convokes the ordinary and extraordinary General Assemblies. The convocations are to be sent to the members at least thirty (30) calendar days before the General Assembly. For determination of the period of thirty (39) daysm the day of sending of the convocation and the day of the meeting is not included.

The convocation contains the date, time and place of the meeting and list of the points to be discussed. The General Assembly can legally vote and decide only on points put in the agenda of the meeting.

6.2.2 Extraordinary meetings

An extraordinary meeting of the General Assembly may be convened either by the Prsident, or in his/her absence, the Vice-President, by the Executive Board addresswed to the President. If the <president, or in his/her absence, the Vice-President, should not honour such a request by convening an extraordinary meeting within six (6) weeks after the request, the petitioners are authorized to convoke a meeting with due respect to the required formalities. In this case, the General Assembly will appoint the chairman of the meeting. In all cases the convocation must list the points to be discussed and explain why they have to be discussed.

Expect when requested by Members, the Executive Board may decide to replace and extraordinary meeting by a postal or electrinic mail ballot when the nature of the matter to be decided about fits to this.  Internal rules will fix the formalities to respect.

6.2.3 Praxies

Members may also be represented by another Member's representative, subject to a respective proxy informed in writing or via electronic mail to the Secretariat prior to the General Assembly until the registration closes by the Secretariat. The proxy (power of attorney) is to be shown at the registration to the General Assembly. The Chairman of the meeting decides on the validity of the power of attorney immediately after the registration has closed and immediatly after his/her nomination.

6.2.4 Member's representative

Member's representative shall not represent more than two (2) other Members. The members of the Executive Board shall have to right to attend the General Assembly, they shall have no votingrights in their capacity of being a member of the Executive Board.

6.2.5 Chair of the General Assembly

The President of in his/her absence the Vice-President shall preside the General Assembly. If neither the President nor the Vice-President is present, the meeting shall be presided by another member of the Executive Board, designated by the General Assembly.

6.2.6 Quorum

The General Assembly shall be validly constituted if one half of the Members are present or represented.

6.2.7 Voting rights and votes

In the General Assembly the member assocation(s) of each country, who have paid the due invoiced membership fee have together two (2) votes

Blank and invalid vots are considered as not having been cast. They are counted by the determination of any quorum.

6.2.8 All decisions of the Gewneral Assembly are taken by at least fifty percent (50%) of legally casted votes of Members present of represented.

6.2.9 If the votes tie, the chairman of the General Assembly decides.

6.2.10 All casts except about persons, are expressed orally, unless the Chairman of the meeting or Members insist on a written cast. A written cast is affected by anonymous and unsigned written notes.

6.2.11 Election of members of the Executive Board is effected by written notes, unless than more than two-thirds (2/3) of the present or represented members insist on an oral cast. A written cast is effected by anonymous and unsigned written notes. Blank or invalid notes (for example: notes containing any other mention than the cross(ess) in front of the chosen name(s) are considered as not having been casted.

6.2.12 All disputed concerning votes and not provided in this Constitution, the chairman of the meeting decides.

6.2.13 Same rules than those concerning votes in meeting apply to all decisions to be taken by the General Assembly of Members outside a General Assembly meeting (for example, in a written consultation). However specific rules may be defined in the internal rules..

6.2.14 Minutes of the meetings.

The minutes of the meetings are made by the secretary of the Executive Board or, at the cairman's request, by one of those attending. The meetings minutes are sent to the Member within two (2) months of the meeting by postsl msil, email or fax, with application of the rules defined for sending of the convocations. The Minutes are made available on the web site.

6.3 Functions

The General Assembly is the Supreme Governing Body of the Association.

The General Assembly shall:

6.3.1 Decide the number of members in the Executive Board and elect the President and the Exective Board;

6.3.2 Decide on the revocation of the President, the Vice-President and the other members of the Executive Board;

6.3.4 Review and amend the Constitution of the Association, according to the provision of the Article 10 (Amendments of the Constitution);

6.3.5 Decide on appeals to decisions of the Executive Board;

6.3.6 Approve the anual accounts, approve the budget for the forthcoming year receive the report of the President on the activties of the past year and plans for the turue, and Membership applications.

6.3.7 Advice the Executive Board on strategic direction of the Association.

6.3.8 Appoint the auditors on the recommendation of the Executive Board.

6.3.9 Decide on the admission or exclusion of Members of the Association on the recommendation of the Executiv Board.

6.3.10 Decide on matters brought to the agenda by a formal writing from at least five (5) Members.

6.3.11 Decide on the dissolution of the Association according to the provision of article 11 (Dissolution of the Associations).

The Executive Board

Article 7

7.1 Composition

7.1.1 The Executive Board is elected by the General Assembly and comprises the President the Vice-President, the Secretary, the Treasurer, one Member and a maximum of three substitute Members. Status and role of these substitutes are defined by the Executive Board in the internal rules.

7.1.2 The candidates to the election of the Executive Board must be proposed in advance in writing by the Members following the rules in the internal Rules.

7.1.3 There shall be no more than two Members from any country.

7.1.4 The Members of the Executive Board shall hold office for a term of three (3) years and shall immediately be eligible for re-election for one or several further term (s).

7.1.5 If, in a given case, one or two Members of the Executive Board should be absent, the remaining Members shall nevertheless form a legal body, providing a minimum of three (3) Members or substitute Members are present.

7.2 Operation

7.2.1 The Executive Board shall meet at least once a year.

7.2.2 Simple majority of those present shall make decisions. The President or in his/her absence, the chairman for the meeting, as the casting vote.

7.3 Funktions

7.3.1 The Executive Board is entrusted with governing the Federation.

7.3.2 The Executive Board s authorized to make agreements, to buy, alienate or mortage officially registered goods, or to enter info arrangements whereby the Federation commits itself as security or individual co-debtor, supporting a third party or giving security for the dept of a third party.

7.4 The Executive Board shall:

7.4.1 be responsible for the implementation of the decisions of the General Assembly and of the policy of the Association, for the planning of its activities and for management of the current affairs of the Association.

7.4.2 be the principal forum for discussion of the Associations polica positions on all matters within the aims of the Federation, and make statements on behalf of the Federation after consultations with the members.

7.4.3 dubmit the annual accoutns, the proposal of the annual budget for the year to come, the activity plan and the general reports from the last General Assembly;

7.4.4 be responsible for implementation of the budget;

7.4.5 recommend admission of new Members for the General Assembly;

7.4.6 prepare agendas for meetings of the General Asembly

7.4.7 recommend the appointment of auditors to the General Assembly;

7.4.8 decide of appointmnt and dismissal of the memberws of the staff of the Secretait of the Association in case the Assciation should employ staff members;

7.4.9 make proposls to the General Assembly of Federation's membership in other organizations;

7.4.10 arrange programmes, including meetings, seminars of conferences, for the exchange on information and experience on matters of common interest to individual or collective members, and to identify and disseminate good practice in all matters related to the aims of the Federation;

7.4.11 Decide about the participation of the federation in projects managed by other Federations, public or private organisations, or companies, or National of International public provided that this participation shoud not have an important financial impact of the budget of the Federation. In case such participation should exceed the total amount of the affiliation fees received in the last closed annual financial year this participation must be approved by the Members;

7.4.12 The Executive Board is authorized within the compass of its responsibility, to set up Working Groups, Taks Forces or Committees, that tasks and competences of which shall be determined by the Executive Board.

7.4.13 A report on the tasks, competences proposals nd results of such organs shall be presented to the General Assembly meetings.

7.4.14 The Executive Board chooses the Members of the Scientific committee.

7.5 Representation of the association

7.5.1 The association shall be represented in and out of Court by at least two Members of the Executive Board together with one delegate of the General Assembly.

7.5.2 The Executive Board may given outsiders power of attorney to present the association in and out of Court eithin the limits described in said power of attorney.

The Scientific Commitee

Article 8

A scientific commitee composed of at least three (3) Members from at least three (3) different European countries may be nominated by the Executive Board in order to give advices about all medical or scientific issue for which the Executive Board has not the suthority, or has no or insufficient experience.

By accepting to become Members of the Scientific Commitee, these Members agree to provide requested advices of information without any financial retribution. Internal rles will fix specific rules concerning the reimbusement of expenses of the Members of this commitee regarding their functions and concerning an other metter regarding the Scientific Commitee.

Financial Year, Financial Annual Accounts

Article 9

9.1 The financial year is equal to the calendar year (1 January to 31 December)

9.2 At the end of the financial year the trasurer draws up:

9.2.1 a reort of income and expenses over the terminated year, which must be audited by the auditors appointed by the General Assembly and ratified by the Executive Board.

9.2.2 a budget of income and expenses over the year to come.

9.3 The report of income and expenses must be submitted to the Auditors two (2) months after the end of each financial year.

9.4 The auditors submit this report to the Execuive Board within four (4) months after the end of said financial year.

9.5 Both documents must be presented by the Executive Board and/or by the treasurere to the General Assembly at the first ordinary meeting after the end of said financial year.

9.6 Both documents shall be ratified by the General assembly. This ratification discharges the Exective Board.

Amendment of the Status

ARTICLE 10

10.1 The Constitution may be amended by a decision of the General Assembly at which at least two-thirds (2/3) of the Members are present or represented.

10.2 A proposal to amend the Constitution may be made by the Executive Board, either on the initiative of the President or Members of the board, or upon written reques of at least fifths (1/5) of the Members.

10.3 A proposal to change the Constitution shall require the approval of at least two-thirds (2/3) of the total number of votes assigned to the Members present of represented.

10.4 Every delegate is authorized to execute the deed of amendment.

Dissolution of the Association

Article 11

11.1 The Association may be dissolved by a decision of the General Assembly at which at least two-thirds (2/3) of the Members ar present or represented, if this condition is not fulfilled a second meeting may be concened in which such decision may be taken whatever the number of Members present or represented.

11.2 A proposal to dissolve the Association may be made by the Executive Committee, either on the initiative of the President of Members of the board, or upon written of at least one-fifths (1/5) of the Memberts.

11.3 A proposal to dissolve the Assciation shall require the approval of at least two-thirds (2/3) of the total number of votes assigned to the Members present or represented.

11.4 Any decision taken in a meeting where less than two-thirds (2/3) of the Members are present or represented is submitted to the Tribunal Civil homologation.

11.5 The dicision must also contain the allocation of the net assets of the Association. They will be spent as much as possible in accordance with the aims of the Association.

Internal Rules

Article 12

12.1 For all matters for which the Constitution foresees it internal rules are approved by the Executive Board. For any matter not settled by this Constitution, internal rules may also be decided by the Executive Board.

12.2 All internal rules and changes to the internal rules in force are communicated to the Members within thirty (30) days after their adoption by the way defined for the communication of the minutes of General Assembly meetings.