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BY-LAWS

By-laws

ARTICLES

On 24 May 2000 a non-profit association has been founded in accordance with the Austrian Association Act (Vereinsgesetz), Federal Law Gazette No 233 of 1951, whose constitution is mentioned hereafter:

NAME AND REGISTERED OFFICE

Article 1
The name of the association is Associations & Conference Forum (AC Forum).

Article 2
The registered office of AC Forum is in Vienna, Austria.

The registered office of AC Forum shall be transferred to any other location in Austria by decision of the Board.

The Board may decide to establish subsidiary offices in and/or outside of Austria. Subsidiaries shall remain under the responsibility of the Board.

AIMS AND OBJECTIVES

Article 3
AC Forum shall not have any profit motive. Its purpose shall be:

  • to serve as a platform for communication and networking amongst association executives in relation to conference and association management and related activities, primarily between but not restricted to those involved in healthcare conferences;
  • to enable the exchange of information between members in order to improve the standards of both  association management and  organisation of conferences and related activities;
  • to increase the level of professionalism, in-house knowledge and expertise available within associations and association executives in association management and conference management;
  • to contribute and work towards better organised associations and conferences;
  • to act as a platform to represent the joint interests of members in their dialogue with suppliers, clients, peer groups, regulatory and other bodies, in their field.

Article 4
In furtherance of the purposes indicated in article 3, AC Forum shall:

  • organise regular meetings; and/or any means of communication enabling the above

MEMBERSHIP CATEGORIES

Article 5
Membership shall be open to any organisation legally registered as a non-profit association according to the laws of the country in which it is constituted, primarily but not restricted to healthcare organisations.

Article 6
AC Forum shall consist of two types of members: full members and provisional members.

Article 6.1
Full membership shall be open to organisations meeting all of the following criteria:

  • the organisation shall be a supranational association representing a particular profession or professional field; it shall not be a trade organisation;
  • the organisation shall have a permanent office in Europe with salaried staff;
  • the organisation shall not contract an association or congress management company to manage its organisation; unless this company has been established by the non-profit organisation with the exclusive purpose to serve the aims and objectives of the non-profit organisation according to its article of association;
  • the organisation shall organise a conference on a regular basis, e.g. every 4 years. The most recent conferences shall have been attended by approximately 2.000 or more registered participants;
  • the organisation shall have ownership of, and be the initiator of the conference and the programme structure of its conference under the executive responsibility of a senior member of staff having substantial responsibility for the day-to-day management of the organisation's conference.

The following members were the founding members :

  • European Association for the Study of Diabetes (EASD)
  • European Association of Urology (EAU)
  • European College of Neuropsychopharmacology (ECNP)
  • European Congress of Radiology (ECR)
  • European Society for Medical Oncology (ESMO)
  • European Society of Cardiology (ESC)
  • Federation of European Cancer Societies (FECS)
  • International Bureau for Epilepsy (IBE)
  • International Dental Federation (FDI)
  • International Pharmaceutical Federation (FIP)

Article 6.2
Provisional membership shall be open to those organisations that fail to meet all criteria for full membership at the time of application but have clearly stated the intention to fulfil the criteria for full membership within the next 3 years. Provisional membership shall be granted on an observer basis for a period of 1 year and shall be subject to renewal after such a period. Renewal shall be considered only in cases where sufficient interaction with AC Forum exists, thus making further collaboration useful. Provisional members shall have no voting rights and shall not be eligible for positions in the Board.

 APPLICATION FOR MEMBERSHIP

Article 7
Organisations applying for full or provisional membership shall provide AC Forum with the completed application form signed by the President or an individual legally authorised to sign. Upon invitation by AC Forum they shall present their organisation during the next General Assembly.

Article 8
Decisions on membership shall be made by the General Assembly on recommendation by the Board.

TERMINATION AND EXCLUSION OF MEMBERSHIP

Article 9
Every member shall have the right to terminate membership in AC Forum at any time by means of a registered letter to be sent to the address of the Secretary General at the registered office not later than 30 September of each calendar year.

Article 10
Membership shall be terminated in the event of loss of Legal Capacity of a Member, which shall be deemed to have occurred in the event of insolvency, opening of bankruptcy proceedings, winding-up or deregistration from the respective association / companies' register or if the organisation no longer fulfils the membership criteria according to article 6.1

Article 11
Exclusion upon decision by the General Assembly if a Member did not pay membership fees despite one reminder within six months from the end of the fiscal year. Such exclusion does not affect the obligation to pay the membership fees due.

Article 12
Exclusion upon decision by the General Assembly in case of gross breach of the duties of a member, dishonourable behaviour or activities incompatible with the standing of, or detrimental to, the AC Forum.

Members shall contribute to the aims of the association by regularly attending the Annual Meeting and General Assembly. Not attending 3 consecutive Annual Meetings and General Assemblies shall be a reason for exclusion, subject to the decision by the General Assembly.

Article 13
The exclusion of a member shall be declared by decision of the General Assembly with a majority of 75% of the full members present. The General Assembly shall hear representations from the member whose exclusion is proposed before making its final decision.

Article 14
Members shall have no rights to the assets of AC Forum in the event of termination or exclusion of membership.

 RIGHTS AND DUTIES OF MEMBERS

Article 15
Members shall be entitled to attend all meetings of AC Forum and to make use of its facilities. Activities of AC Forum shall be open exclusively to salaried members of staff.

Article 16
Only full members in good standing shall have voting rights in the General Assembly, can take part in elections and representatives of them shall be eligible.

Article 17
Members shall further the interests of AC Forum to the best of their abilities and shall refrain from any action which could damage the reputation and the aims and objectives of AC Forum. Members shall comply with the articles of the constitution of AC Forum and respect the resolutions of its governing bodies. Members shall pay an annual membership fee determined by the General Assembly.

Article 18
Members must respect that all discussions within AC Forum are confidential and should not be shared outside of the AC Forum members circle.

GENERAL ASSEMBLY

Article 19
The General Assembly shall be the “members’ assembly” according to the Austrian Act on Associations 2002 (“Ôsterreichisches Vereinsgesetz”).

Article 20
The General Assembly shall be held at least once every year.

Article 21
An Extraordinary General Assembly shall be held if resolved by the Board or by the ordinary General Assembly or if proposed in writing by at least 10% of the full members. An Extraordinary General Assembly shall be held not later than two months after the delivery of the application for convocation by the Board.

Article 22
To General Assemblies and Extraordinary General Assemblies all members shall be invited in writing at least six weeks before the date of the meeting. The letter of convocation shall state the place, date and time of the meeting and the items on the agenda.

Meetings of AC Forum shall be convened by the Secretary General.

Motions concerning the agenda shall be submitted to the Secretary General in writing not later than 30 days before the date of the General Assembly.

Resolutions - except motions to convene an Extraordinary General Assembly - can be adopted only when covered by the agenda.

Article 23
Only full members in good standing present or represented at the General Assembly shall be permitted to vote. Each full member shall have one vote. Voting by proxy shall be allowed. Any full member present shall hold no more than one proxy. The General Assembly shall have a quorum if half of the full members shall be present or represented. If the General Assembly does not form a quorum at the time fixed, the General Assembly shall take place with the same agenda thirty minutes later and shall constitute a quorum irrespective of the number of full members present or represented.

Article 24
Elections held and resolutions passed in the General Assembly shall require a majority of votes of full members present or represented. Resolutions to amend the constitution or to dissolve AC Forum shall require a majority of 75% of the votes of the full members present or represented. In case of a tie the chairman shall have the casting vote.

The President of AC Forum shall chair the General Assembly. In case the President is unable to take the chair, another member of the Board shall chair the meeting.

Article 25
The General Assembly shall be empowered to:

a)    plan the strategy and determine the policy of AC Forum;
b)    receive and approve the business report and closing account;
c)    approve the financial statement presented by the Treasurer and the activity reports, budgets and accounts;
d)    decide on any issue on the agenda;
e)    nominate and dismiss the members of the Board at any time;
f)     determine the membership fees;
g)    decide on membership;
h)    amend the constitution;
i)      appoint auditors;
j)      dissolve AC Forum.

BOARD

Article 26
The Board shall be composed of at least six members. The number of Board members shall not exceed the equivalent approximated number of 30% of the total number of AC Forum members. The Board shall be composed of a President, President-Elect, Secretary General, Treasurer, Chairperson Educational Programmes and a maximum of three additional members. All members shall be elected by the General Assembly with an absolute majority of full members present. Any full member can hold only one position in the Board.

The Chairperson Educational Programmes shall be responsible for the coordination of workshop activities.

Article 27
The President and President Elect shall on behalf of the Board publish a call for applications for positions on the Board at least 30 days prior to the General Assembly. Full Members may apply for a position by sending a written notice including the name and position of the person who will represent the member association. The person must be a permanent senior staff member. The call for applications shall indicate the number of available positions, as determined by the Board and in accordance with article 26.

Article 28
The General Assembly shall elect with an absolute majority of full members present the President, President-elect, Secretary General, Treasurer, Chairperson Educational Programmes and a maximum of three additional members.

Article 29
The term of office for members of the Board shall be two years. No individual person shall serve more than 8 consecutive years.

Members shall be appointed as follows:

(a) The President shall serve for a period of two years after preferably having previously served at least two years on the Board.
(b) In the event of the President being unable to carry out his/her duties, these shall be assumed by another member of the Board.
(c) The President-Elect shall be elected for a period of two years, after which he or she will become the President automatically. The President-Elect shall preferably be of a different primary designation to that of the President. Designations are defined as either association management or conference management as a primary responsibility within the member association. In the case of an individual who carries both designations at a similar level of responsibility, the association management designation shall prevail.
(d) The Secretary General,Treasurer and Chairperson Educational Programmes shall be appointed for a period of two years. The appointment may be renewed once for a further period of two years.
(e) In the case of the retirement of an elected member, the Board shall have the right to co-opt another eligible member, which procedure requires the subsequent ratification of the next General Assembly.

Article 30
The Board shall assemble validly under the chairmanship of the President or, in his/her absence, of another member of the Board.

The convocation shall be done by the Secretary General and shall mention the items on the agenda.

Article 31
The  Board shall form a quorum if all of its eligible members shall have been invited and at least half of them are present.

The Board shall decide by a majority of votes; in case of a tie the chairman shall have the casting vote.

Voting by proxy shall not be allowed.

Article 32
Members of the Board can at any time submit their resignation in writing to the Secretary General or, in the case of the Secretary General, to the President.

Article 33
The Board shall be responsible for the day-to-day management of AC Forum. It shall perform all functions not allocated to another organ of AC Forum by the constitution. The Board shall be empowered to:

(a) organise regular meetings. The date and location of upcoming meetings shall be announced at the General Assembly.
(b) draft the budget and the report on activities; prepare the annual financial accounts;
(c) prepare the General Assembly;
(d) convene General Assemblies and Extraordinary General Assemblies;
(e) administer the assets and financial affairs of AC Forum;
(f) open and administer bank accounts;
(g) be empowered to lend money;
(h) manage employees of AC Forum.

SPECIAL OBLIGATIONS OF INDIVIDUAL MEMBERS OF THE BOARD

Article 34
The President shall act as the official representative of AC Forum, in case of prevention another member of the Board can replace him/her. 

The President shall chair in General Assemblies and meetings of the Board; he/she shall also chair automatically in all meetings taking place during his/her term of office. 

Article 35
The President shall have an obligation towards AC Forum to sign written notifications and announcements of AC Forum, and in particular legal instruments, jointly with the Secretary General.

FUNDING

Article 36
AC Forum shall be funded by membership fees and other sources of income as decided by the General Assembly.

DISSOLUTION

Article 37
Dissolution of AC Forum shall be agreed by at least 75% of the full members in an Extraordinary General Assembly convened for this purpose.

Article 38
In case of dissolution, the Extraordinary General Assembly shall appoint a liquidator. The last Board of AC Forum shall inform the competent authorities in writing of the dissolution and it is obliged to announce, in article 26 of the “Vereinsgesetz” (law on associations) the dissolution in an Austrian newspaper. Any funds held in the name of AC Forum after payment of all debts shall be donated to one or more legally recognised charitable organisations.

ARBITRATION TRIBUNAL

Article 39
All disputes arising from membership shall be decided by arbitration.

The Arbitration Tribunal shall be composed of five full members appointed by the General Assembly. It is formed in such a way that each contending party nominates to the Board within seven days two members as arbitrators. These members shall elect, by a majority of votes, a chairman of the arbitration tribunal. 

The Arbitration Tribunal shall render judgment in the presence of all its members by a majority of votes. It shall decide to the best of its knowledge and belief. Its judgments shall be final as far as the internal situation of AC Forum is concerned.

LANGUAGE

Article 40
The legal language of AC Forum shall be German and the working language shall be English exclusively.

GENERAL CLAUSE

Article 41
Issues not regulated in these articles are subject to the provisions of the Austrian Association Act (Vereinsgesetz) 2002.

AC Forum Secretariat

Annemieke Heuvink
T: +31 88 75 69555
E: secretariat@acforum.net

Registered Address

AC Forum
c/o Herbst Kinsky Rechtsanwälte GmbH
Dr. Karl Lueger-Platz 5
A-1010 Wien
Austria

Corresponding Address

AC Forum
c/o ECNP Office
Bolognalaan 28
3584 CJ Utrecht
The Netherlands