Statutes and Bylaws

EVER, European Association for Vision and Eye Research is an International non profit association, formed in agreement with the Belgian Law of October 25, 1919.

Note: The constitution consists of Statutes and Bye Laws. The statutes can be changed only with the agreement of the Belgian ministry of Justice. The Bye Laws can be amended by the General Assembly. In the following text, Statutes and Bye Laws are integrated. All text belonging to the statutes is in plain letter type, all text belonging to the Bye Laws is in italics.

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Chapter 1: The Association

Article 1.00 Name of the non-profit association

The international non-profit organisation European Association for Vision and Eye Research abbreviated as EVER, was founded in accordance with the Belgian Law of 25 October 1919 and recognized by Royal Decree of 20 September 1998. This international non- profit organisation is governed by the regulations of titel III of the Belgian Law of 27 june 1921 concerning the non-profit organisations, the international non-profit organisations and the foundations.

All acts, invoices, announcements, publications, letters or any other piece which go out from the international non-profit organisation, mention the name of the organisation, preceded or followed by the words international non-profit organisation or the abbreviation INPA, and the address of the registered office of the organisation.

Everyone who cooperates in the name of the organisation with a piece as mentioned in the paragraph above, in which one of the enumerated elements is missing, can personally be held liable for all or part of the obligations contracted in this piece.

The communicating language of the association will be English.

Article 2.00 Aims of the non-profit association

EVER is a non-profit organisation. The aims of the non-profit organisation shall be to encourage research and the dissemination of knowledge concerning the eye and vision by means of meetings, publications and training as well as the financing, support and subsidizing of projects and people concerning the eye and vision in general.
The activities of EVER are focused on the yearly organised congress, where, by means of lectures knowledge on the research of the eye is exchanged and new projects are discussed.

Article 3.00 The Seat of the non-profit association

The seat of EVER is situated in Belgium. Its present address is Kapucijnenvoer, 33, 3000 Leuven, Belgium. The seat of the non-profit organisation may be relocated to any other place in the Flemish Region or the Brussels-Capital Region by decision of the Board, which must be published in the Belgian Official Journal.

Chapter 2: Membership

Article 4.00 Membership

4.01 Categories of Membership

There shall be two categories of membership: Effective members and Non voting members.
Each category may be subdivided in classes as stipulated in the Bye Laws.

Effective members shall be individuals of any nationality engaging in or with an interest in
ophthalmic and vision research who meet such requirements as shall be established from time
to time by the EVER Board.

There shall be the following classes of Effective membership:

Full Members
Family Members
Life Members
Supporting Members

There shall be the following classes of Non Voting membership:

Members-in-Training
Associate Members
Emeritus Members
Honorary Members
Contributing Members
Non Voting Members participate in the scientific activities of EVER with the same rights and duties as the Effective Members, but they can not assist at the general assemblies and cannot hold an elected office in EVER.

Definition of the different classes of Members.

Full Members
Full membership shall be restricted to individuals demonstrating a serious interest in or making significant contributions to ophthalmic or visual science.

Family Members
Family membership shall be restricted to any two individuals of the same family who both qualify for Effective membership.

Life Members
Any candidate elected to membership in any class shall automatically become a Life Member upon the contribution to the EVER of an amount which shall be designated from time to time, by the EVER Board. A Life Member shall enjoy all of the privileges and benefits of Full Members.

Supporting Members
Individuals elected to membership in any class may become Supporting Members by supporting the EVER in a financial way and by submission to the General Secretary, a request on the form prescribed, and upon payment of all applicable dues and assessments for the then current year.

Members-in-Training
Members-in-Training shall be restricted to pre-doctoral and postdoctoral students at an institution of higher learning in a scientific field related to vision research or ophthalmology. A Member-in-Training may retain such membership status in EVER for no longer than five (5) years.

Associate Members
Associate members shall be non-doctoral associates engaged in research in vision and ophthalmology.

Emeritus Members
Any Full Member may make a written request to the General Secretary that his or her membership be transferred to that of an Emeritus Member provided that at the time of making the request, such person has been a Full, Supporting, Life or Family Member continuously for the preceding ten (10) years and has either attained the age of 65 years or is no longer engaged in his or her regular activities by reason of disability or retirement. The request shall be subject to approval of the EVER Board. Emeritus Members shall have all the rights and privileges of Full Members, except that of voting and holding elective office.

Honorary Members
A person who has singularly aided the progress of research in vision and ophthalmology may become an Honorary Member when recommended thereto by the EVER Board and elected at an annual meeting of EVER.

Contributing Members
Contributing membership shall be restricted to corporations, associations and individuals who support the objectives of the EVER but do not satisfy the requirements of Full Membership.

4.02 Application Procedure

A candidate for membership shall apply to the General Secretary following the procedure designated by the EVER Board.

Application Procedure

To become a Full, Family, Supporting or Associate Member or become a Member-in-training, a candidate shall apply to the General Secretary on the form prescribed by the EVER Board. The application must be endorsed by one (1) Full, Supporting, or Life Member, and the applicant shall pay the application fee in effect at that time.

All information submitted on the application form shall be subject to review and verification by or under the supervision of the EVER Board.

The candidate becomes a member upon recommendation by the EVER Board and upon payment of all applicable dues and assessments for the then current year.

4.03 Voting and Holding office in EVER

Only Effective members are entitled to vote on any matter or to attend any General Assembly of members. Only Effective members are entitled to hold any elected office in EVER.

4.04 Fees, Dues and Assessments

The application fees, dues, assessments, and other fees for each class of membership shall be established annually by the EVER Board.

Membership dues

Annual dues shall be established on the basis of the calendar year.
No dues shall be payable by Honorary and Emeritus Members.
Members residing outside of Europe may be assessed an additional amount to cover added costs of mailing.
4.05 Termination of Membership

Every Member can resign from the non-profit organisation at any time. In order to resign one s membership, a Member offers his resignation in writing to the secretary-general of the Board. His membership ends on the day of the sending of his resignation letter.
A Member whose required dues, assessments, or other fees are not paid in full as stipulated in the Bye Laws, shall be considered delinquent and his membership in EVER shall automatically terminate on the last day of that year, unless membership is terminated sooner or extended by the EVER Board.
A Member whose membership has been terminated as provided in this paragraph may again become a Member of EVER only by applying for a renewal of his membership and being elected in the manner provided.

A Member may be expelled for gross or persistent activities against the objectives of the non-profit organisation, or for behaviour which damages the reputation of the non-profit organisation. The decision to exclude a Member shall be made by a two-thirds majority of the Board after a disciplinary hearing which the Member will be asked to attend and the reasons for expulsion shall be stated. The member may appeal this decision for the General Assembly. In that case the exclusion can be confirmed or annulled by an assembly to which the member concerned is invited by registered mail. The decision or confirmation of annulment is taken with a majority of 2/3 of the votes. The decision will be made public to the party concerned within 8 days.
The membership ends automatically by the death of a member, or in case of a legal person, by liquidation, merger, or bankruptcy.

Chapter 3: Organisation

Article 5.00 Bodies of the non-profit association

The Bodies of the Association shall be

The General Assembly
The Sections
The Board
The Committees

Article 6.00 The General Assembly

The General Assembly has the largest competence to fulfil the purposes of EVER. The General Assembly consists of the effective members.

The following decisions are of the sole competence of the General Assembly:

Approval of the budget and of the accounts
Appointment and retirement of elected Board members
Discharge of the Board members
Modification of the Statutes
Dissolution of EVER
Exclusion of members
All cases in which the statutes demand it
6.01 Annual General Assembly:

Every year a General Assembly is held on the date and time fixed by the Board during the previous annual General Assembly, and in the place, mentioned in the invitations.
There shall be not less than one (1) General Assembly at each Annual Meeting of EVER, and only Effective Members shall be entitled to attend the General Assembly. The primary purpose of the Annual Meeting of EVER shall be to provide forums for the presentation of scientific papers and related material.
The General Assembly is composed of all the Effective Members and is chaired by the president of the Board.
6.02 Place of Meeting:

An Annual General Assembly of members of EVER shall be held each year at the place and date designated by the EVER Board.

Annual Meeting

The place of the next Annual Meeting and of the next General Assembly is decided at least one year in advance.
The General Secretary shall mail to each EVER Member at his or her address as it appears in the membership roll book of EVER, a notice stating the place, date and time of the Annual Meeting.

Special Meetings

Special scientific and business meetings of Members of EVER may be called by the EVER Board for the times and places that it may designate. Notices of a special meeting shall also state the purpose or purposes for which the meeting is called and shall indicate that it is being issued by or at the direction of the person or persons calling the meeting.

6.03 Invitation

The invitation to the General Assembly is sent at least 8 days before the Assembly by post, by fax or by e-mail and contains the agenda. An extraordinary or special General Assembly may be convened when the Board deems it necessary or when 1/5 of the effective members request it. The invitation to an extraordinary or special General Assembly will be sent at least 8 days before the meeting.

6.04 The General Assembly agenda

The General Assembly agenda is prepared by the Executive Committee. Items proposed by 1/10 of the Effective members or by 1/5 of the members of the Board must be added to the agenda.
No decision can be taken on topics which were not announced in the agenda, unless all members are present or represented and decide unanimously to decide on the topic which was not announced in the agenda.

6.05 Voting Procedure

Proxy
An Effective Member, who is not able to attend the General Assembly may grant power of procuration to another Effective Member. Each Member may not hold more than two such procurations.

Quorum for voting and voting procedure at the General Assembly
Members entitled to cast a total of at least one hundred (100) votes, either in person or represented by proxy, shall constitute a quorum at any meeting of the Members of EVER for the transaction of any and all business at such meeting, except where a greater quorum may be required by these Statutes.
If a quorum is present, a majority of the Members present in person or by proxy and voting, shall be required to constitute action by the Members on any matter, unless otherwise provided by applicable law or these Statutes.
If a quorum is not present, a special General Assembly may be called into session, at the earliest 15 days later, where decisions can be made whatever the number of Members present.
The Effective members can pass any resolution within its competence in writing by unanimous vote, except for the resolutions which need to passed in a notarial deed.

6.06 Minutes

The decisions are put in writing in a register, signed by the President and the General Secretary and kept by the General Secretary. The members are entitled to access the register. The decisions taken are notified to the membership by letter, mail or via the website.

Article 7.00 Scientific Sections

The effective members of the General Assembly are subdivided in sections.

7.01 The number and subject of these sections shall be decided by the Executive Committee. The Scientific Sections of EVER are listed in the Bye Laws.

The Scientific Sections are:

Anatomy / Cell Biology
Cornea / Ocular Surface
Electrophysiology, physiological Optics, Vision Sciences
Glaucoma
Immunology / Microbiology
Lens and Cataract
Molecular Biology / Genetics / Epidemiology
Neuro-ophthalmology / Strabismology / Paediatric / History
Pathology / Oncology
Physiology / Biochemistry / Pharmacology
Retina / Vitreous
7.02 Members shall annually identify a primary scholarly interest corresponding to a Scientific Section of the EVER. Members shall have voting rights in only one Scientific Section of EVER.

7.03 Each Scientific Section shall be represented by one effective member on the EVER Board.

Management of EVER
The general management of the affairs of EVER shall be vested in the EVER Board. Between regular or special meetings of the EVER Board, management shall be vested in the Executive Committee, established within the Board as mentioned below.

Article 8.00 The Board

8.01 Composition of the Board

The non-profit organisation is managed by a Board, composed of at least three Board members, natural or legal persons, which belong to the category of the Effective members of the organisation.
The determination of the number of Board members and their nomination is decided by a majority vote. The Board members are nominated for a term determinated by the General Assembly. This term can be no longer than five years.
The nominations end immediately after the annual General Assembly of the year in which they end.
The Board can appoint, among its members, a president, a president-elect, a past president, a vice-president, a vice-president-elect, a secretary-general, a treasurer, a programme-secretary and a co-opted member or any other officer which the Board deems necessary. A Board Member cannot, after the termination of his function, be immediately re-elected in the same function.
In case there are only three to six Board members, the above mentioned functions can be cumulated.
In case none of the elected Board members has the Belgian nationality, the Board will immediately co-opt a supplementary Board member of Belgian nationality.
The Board members who represent the scientific sections are elected by the Effective members by written ballot or by mailing a ballot. The list of candidates is presented by the sections. The procedure for the elections and the nominations is determined in the Bye Laws.
The Board members which are local representatives are elected by the Effective members by written ballot or by mailing a ballot. The list of candidates is presented by the other Board members. Only Effective members who have their domicile in the country where the annual meeting is held, and which can assist the Board in the organisation of the annual congress, can be candidates for this function. The procedure for the elections and the nominations is
determined in the Bye Laws.
The immediate Past President is an ex officio member of the Board.
Any Board member of EVER elected by the Effective Members may be removed from office for cause, by the affirmative vote of a majority of the Effective Members at a General Assembly where at least one hundred Effective Members are present or represented.
The mandate of a Board member is unsalaried.
Any nomination, resignation or dismissal will take place and will be published according to the applicable laws.
The Board members are in their function not personally committed and they are only responsible for the performance of their duties.

Election of board members
Each voting Member of EVER may vote either by mailing his ballot or personally handing over his written ballot (using an identical form prepared by the General Secretary) at the General Assembly, at which time the total number of votes by revocable proxy and in person shall be counted and Committee members elected.

Each voting member of EVER shall have one vote for each Member or Officer being elected at General Assembly of EVER. No Voting member shall be permitted to vote for any person whose name is not contained on the mail ballot prepared by the General Secretary. A plurality vote shall be required for election as a Scientific Representative on the EVER Board. Any ties shall be broken by lot among the candidates.

The Members of the EVER Board who are elected or whose elections are ratified at the General Assembly shall assume their responsibilities immediately upon adjournment of the Association's Annual Scientific Meeting. The Scientific Representatives shall be elected for a term of five (5) years and the terms shall be staggered so that not more that an approximately equal number of terms shall ordinarily expire each year. Each Scientific Representative shall hold office until the expiration of the term for which he or she is elected, or until a successor is elected. No Scientific Representative shall be permitted to be elected to a second five (5) year term of office. Any Scientific Representative appointed to serve an unexpired term of less than three (3) years shall not be considered as having served a full term.

Nomination of Scientific Representatives
During the course of each Annual Meeting of EVER, each Scientific Representative of EVER shall hold a separate business meeting. Each standing Scientific Section with a Scientific Representative whose term of office on the EVER Board will expire at the end of the next year's Annual Meeting shall nominate at least two (2) candidates, one of whom will be elected as successor by the membership-at-large. For the election, the Secretary General shall prepare a mail ballot, in the form of a revocable proxy, containing all authorised nominations, and shall mail one ballot to each Voting Member, at each such Member's address, not less that thirty (30) days prior to the Annual Meeting of the membership.

8.02 Meetings of the Board

The Board is convoked by the chairman or two Board members whenever the interest of the non-profit organisation requires it. The Board must be convoked whenever 1/3 of the Effective members request it. The invitations are sent at least two days before the meeting to the Board members by post, by fax or by e-mail and they contain the agenda. The meeting is held on the date, time and in the place mentioned in the invitation.
The agenda is prepared by the Secretary-General or two Board members. No decision can be taken on topics which were not announced in the agenda, unless all Board members are present or represented and decide unanimously to decide on the topic which was not announced in the agenda.
The Board may only validly deliberate and pass resolutions when at least half of its members are present or represented. Every resolution of the Board shall be passed by a simple majority. In the event of an equality of votes, the person chairing the meeting shall have the casting vote. In case of absence of the chairman, the secretary-general or the vice-president will take the place of the chairman.
The resolutions of the Board can, in exceptional cases, when urgent necessity and the interest of the non-profit organisation require it, be taken in writing by unanimous vote. This procedure can not be followed for drawing up the annual accounts and the budget.

The EVER Board shall hold a regular annual meeting to conduct the business and affairs of the EVER. An annual meeting of the EVER Board may be held concurrently with an Annual Meeting of EVER. The EVER Board and other meetings may be held at a place, date and time to be fixed by a majority vote of the EVER Board, or its Executive Committee. The President shall be Chairman of the EVER Board and the General Secretary shall act as Secretary of the Board.

Notice
Notice of each annual meeting of the EVER Board shall be given by the General Secretary to each Board Member not less than ten (10) days prior to the date on which the meeting is scheduled to be held.

Quorum
Except as otherwise required by this Constitution, a simple majority of the EVER Board with voting privileges shall constitute a quorum for the transaction of business. In the absence of the President or General Secretary, a Vice-President may act, or the quorum may choose a temporary replacement from members of the Board in attendance.

Manner of Acting
A majority vote of the Committee members present and with voting privileges, voting at a meeting at which a quorum is present shall be necessary to adopt any corporate action taken by the EVER Board, except as otherwise provided by this Constitution.

Written Action
Any action required or permitted to be taken by the combined EVER Board or any committee thereof may be taken without a meeting if all members of the Board consent in writing, to the adoption of a resolution authorising the action.

Electronic Communication
Any one or more members of the EVER Board or any committee thereof may participate in a meeting of such committee by means of a conference telephone or similar communications equipment.

Vacancies
A vacancy shall be filled by the affirmative voting of a majority of the remaining Board Members upon the recommendation of the Chairman. The appointee shall hold office from the expiration of the Board member's term or when a successor is elected, whichever is the earlier.

Compensation
No Board Member shall receive any salary or other form of compensation from the EVER in his or her capacity as a Board Member. However, any Board member acting on behalf of the EVER may receive a stipend and/or reimbursement for expenses in the performance of EVER duties, at the discretion of the EVER Board Members.

8.03 Powers of the Board

The Board manages the non-profit organisation and represents it in court and in deeds. The Board shall have the fullest powers to carry out all transactions which are necessary or useful in order to realise the object of the non-profit organisation, except those for which the General Assembly is competent by law or according to these statutes.
The board shall prepare Bye Laws governing the function of the membership, the General Assembly, the Board, the Executive Committee and its members. These rules become effective after approval by the General Assembly. These rules can be amended by the General Assembly acting on proposals of the Board or those supported by at least 1/10 of the Effective members.
The Board shall have the final responsibility and authority for all actions and policies that are recommended or adopted by any and all of its advisory councils and committees.

8.04 Day-to-day administration

The Board can, on its own responsibility, delegate some of its powers to one or more of its members.
The Board can nominate among its members a managing director, who will be charged with the day-to-day administration of the non-profit organisation. He will take care of the daily business, except the financial matters, and the daily mail and he signs these documents validly in name of the non-profit organisation.
The term of this delegation of powers can be no longer than five years and will end at the same time as the mandate of the Board member. The Board can also end the mandate or the delegation of powers at any time.

8.05 Minutes of the Board meetings

Minutes shall be taken of the deliberations of the Board, signed by the members present, and they will be notified to the Board members. The minutes shall be recorded or entered in a special register. Copies or excerpts for submission in court or elsewhere shall be signed by the chairman or by two Board members.

Article 9.00 The Committees

The Standing Committees of the EVER Board shall consist of the Executive Committee and Special Committees.

9.01 The executive committee

The Executive Committee shall have and may exercise all of the authority of the EVER Board, or such lesser authority as may be set forth by resolution.

The Executive Committee consists of elected and appointed officers.

The elected Officers are the General Secretary and the Treasurer. They are elected by the effective members at the Annual General Assembly of EVER by mail ballot or personally by written ballot (using an identical form prepared by the General Secretary).

The appointed Officers are the President, The President-Elect, the Vice president(s), the Vice president(s)-Elect and the Programme Secretary. They are appointed by the Board. The procedure for appointment, the period of stay in office, the responsibilities of the officers are decided by the General Assembly and stipulated in the Bye Laws.

A majority of the Executive Committee shall constitute a quorum for the transaction of business and a majority vote of the members of the Executive Committee present and voting at a meeting shall be necessary to adopt any action to be taken by the Executive Committee.

Election of the General Secretary and the Treasurer.

Nominations
Not less that ninety (90) days prior to each Annual Meeting of EVER the EVER Board, acting on the recommendation of its Nominating committee which shall be a subcommittee of the EVER Board, shall nominate and shall transmit to the General Secretary two (2) but not more than three (3) nominations for each vacancy which shall occur in the executive committee upon the adjournment of the Annual Meeting of EVER.
Other nominations for said Elected Offices may be made by any one hundred (100) or more Effective Members who submit such nominations in writing, signed by said Voting Members, to the General Secretary not less than forty-five (45) days prior to the Annual Membership Meeting of EVER.
The General Secretary shall include all such additional nominations, together with those nominations by the Nominating Committee on a mail ballot. The General Secretary shall prepare a mail ballot, in the form of a revocable proxy, containing all authorised nominations, and shall mail one ballot to each Voting Member at each such Member's address, not less than thirty (30) days prior to the Annual Meeting of the membership.

Election
Each Voting Member of EVER shall have the option to vote either by mail ballot on the revocable proxy form prepared by the General Secretary, or to vote personally by written ballot (which form shall be identical to the mail ballot) at Annual Meeting of EVER, at which time the total number of votes by revocable proxy and in person shall be counted and Elected Officers elected.

Each Voting Member of EVER shall have one vote for each Elected Officer being elected at an Annual Meeting of membership. No Voting Member shall be permitted to vote for any person whose name is not contained on the mail ballot prepared by the General Secretary. A majority vote shall be required for election to any elected office, except that where there are more than two (2) candidates for any elected office, a plurality vote shall be sufficient for election to such office. Any ties shall be broken by lot among the candidates.

Elected Officers, shall assume their responsibilities immediately upon adjournment of the Association's Annual Meeting.
Elected Officers shall each be elected for a term of five (5) years and shall hold office until the expiration of the term of which he or she is elected, or until a successor is elected.

No Elected Officer shall be permitted to be elected to a second consecutive five (5) year term in the same elected office.

Appointments
Appointment of the President, The President -Elect, the Vice president(s), the Vice president(s)-Elect and the Programme Secretary.
At each annual meeting of the EVER Board the members of the EVER Board shall appoint by majority vote of the Board, from the most senior (those Scientific Representatives beginning the fourth year of a five (5) year term), one Member to serve as President for the ensuing calendar year. The remaining most senior Scientific Representative(s) shall serve as Vice-President(s). The President-Elect and the Vice-President(s)-Elect shall succeed the outgoing President and Vice-President(s) respectively, without further action by the membership of EVER or the EVER Board, immediately upon adjournment of the Association's Annual Scientific Meeting. They shall remain in office for one year or until his or her respective successor has been appointed and qualified.

The EVER Board will appoint an EVER member (not necessarily a member of the Board) as Programme Secretary.

The President
Shall serve no more that one (1) year,(or until his or her respective successor has been appointed and qualified). He or she shall be Chairman of the EVER Board and Executive Committee; and shall be a member ex officio of all committees of the EVER. He or she shall be one of the Officers authorised to execute on behalf of the EVER Board all instruments authorised by the EVER Board and sign cheques, drafts and contracts of the EVER; shall work with the General Secretary to ensure that BasicSmall EVER policies and programmes are formulated and executed; and shall exercise such other powers and perform such duties and responsibilities normally associated with the office of President and as may be conferred upon him or her from time to time by the EVER Board.
The President-elect shall automatically become President of EVER upon expiration of the President's term; shall in the absence or disability of both the President and Vice-president(s) have and perform the duties and responsibilities of the President; and shall be a member ex-officio of all committees of EVER.

The Vice-President, or if there is more that one Vice-President, the one selected by a majority vote of the EVER Board voting, shall in the absence or disability of the President have and perform the duties and responsibilities of the President; and shall in the event of a vacancy in the office of President, occurring, in a similar manner fill the vacancy in the office of President for the unexpired portion of the President's term. The Vice-president(s) shall also have all other duties and responsibilities that the President or the EVER Board may determine.

General Secretary
The General Secretary shall be the chief executive and administrative officer of EVER; shall be a member ex officio of all committees; shall, subject to the direction of the EVER Board and President of EVER, be responsible for, exercise all of the powers and duties, for enunciating policies of EVER and managing the business and affairs of EVER. The General Secretary shall have all other powers, duties responsibilities, and authority that the EVER Board may determine.

The Treasurer
The Treasurer of EVER shall, keep accurate accounts of all moneys of EVER received or disbursed, endorse for deposit all notes, cheques, and drafts received by EVER, deposit all moneys, notes, cheques, and drafts to the credit of EVER in banks and depositories from time to time as designated by the EVER Board or the Executive Committee. The Treasurer shall collect all dues, assessments, and fees owing to EVER, and invest and disburse the assets of EVER as directed by the EVER Board or Executive Committee and, in general, shall have and perform all powers, duties, and responsibilities usually incident to the Office of Corporate Secretary.

The Programme Secretary
The Programme Secretary is in charge of the scientific programme of the Annual Scientific Meetings of EVER.

Vacancies
A vacancy in any office, except as specifically provided in this Constitution shall be filled by the affirmative vote of a majority of the EVER Board. For Officers appointed by the EVER Board, a successor shall be appointed at the next annual or specifically called business meeting of the EVER Board. For elected offices, a successor shall be nominated and elected at the next two Annual Meetings of EVER in the manner set forth by this Constitution.

The term of office for the General Secretary, Treasurer and Programme Secretary shall be 5 years.

The Executive Committee
The Executive Committee shall meet at such times and places designated by the Chairman or by a majority of the Executive Committee if the Chairman has not been designated. A majority of the Executive Committee shall constitute a quorum for the transaction of business and a majority vote of the members of the Executive Committee present and voting at a meeting shall be necessary to adopt any action to be taken by the Executive Committee. The Executive Committee shall have and may exercise all of the authority of the EVER Board, or such lesser authority as may be set forth by resolution.

9.02 Special Committees

Both the EVER Board and the President shall have the authority to establish and appoint special committees of the EVER Board and to confer upon them all duties and authority deemed necessary and appropriate.

Programme Committee
The members of each standing and specially formed Section shall elect a Programme Committee which shall consist of those officers elected by each section when from time to time vacancies fall due. Ordinarily, members of the Committee will serve staggered terms of two (2) or three (3) years. The Chairman of the Committee will be the Programme Secretary of EVER, or in his or her absence the most senior member in terms of years of office.

The Programme Committee shall arrange the scientific sessions to consist principally or exclusively of papers selected from among any abstracts submitted for consideration as well as arrange any special symposia or sessions, in keeping with the procedures and regulations established by the EVER Board. Members of the Programme Committee shall arrange for a moderator for each scientific session.

Article 10.00 Legal Representation

Without prejudice to the general power to represent the non-profit organisation of the Board, the non-profit organisation can be represented validly in court and in deeds, by the president of the Board, acting alone, except for the financial matters, to which the treasurer is entitled, and within the limitations of the day-to-day administration, by the managing director, acting alone, who does not need to prove the prior authorization.
The President, or in the absence or disability of the President, a Vice-President or a delegate appointed as stipulated in the bye laws is entitled to sign contracts binding the association.

Article 11.00 Accounts

The resources of the Association include:

The product of the membership dues.
Possible subsidies from the European Union, the States, Regions, Departments, Communes, Public Companies.
The profit from meetings, interest on assets, and dues, and also moneys for services rendered.
Any other resources or subsidies which are not contrary to the laws in force.
The financial year shall begin on the first of January and end on the thirty-first of December each year. The Board will submit the accounts of the preceding year and a budget for the following year to the annual General Assembly for approval.
Accounts kept by the Treasurer will be checked annually by an auditor. The auditor should have no link with the Executive Committee. The auditor is elected on the proposal of te Board by the General Assembly, for maximum three years. The auditor is re-eligible. The auditor will present his report to the annual General Assembly.

Chapter 4: Amendments of the Statute, Dissolution

Article 12.00 Amendments

The General Assembly can only validly deliberate and decide on amendments of the statutes when the amendments are mentioned in the convocations of the meeting and when at least 1/4 of the effective members are present or represented.
If the latter condition is not met, a new meeting may be convoked which shall validly deliberate and pass resolutions on all items that were on the agenda of the previous meeting, with the majorities mentioned, regardless of the number of Members present or represented.

The second meeting can not be convoked within 15 days after the first meeting.
These statutes may be amended by a two-thirds vote of the members present or represented. If the amendment concerns the object or the activities of the non-profit organisation, the decision has to be taken by a 4/5 majority vote of the Members present or represented.

Article 13.00 The dissolution of the non-profit association

The proposal to dissolve the non-profit organisation shall be submitted to the president no less than six months before the proposed date of dissolution and shall be communicated to all voting members with an explanatory letter from the president no less than three months prior to the voting deadline.

The General Assembly convened for the dissolution of the non-profit organisation can decide if two thirds of the effective members are present or represented. The dissolution of the non- profit organisation shall require an affirmative vote by two thirds of the voting members. In case the General Assembly does not attain the required quorum of two thirds of the Effective Members, another General Assembly will be convened, respecting the same guidelines. This General Assembly can decide irrespective the number of Members present or represented. In the event of dissolution by the General Assembly or by the court, one or more liquidators shall be appointed and their powers and the liquidation method will be determined. In case of dissolution, the property of the non-profit organisation shall be donated to a non profit, world-wide operating, scientific organisation, to be determined by simple majority vote of the General Assembly.

Article 14.00 General stipulations

For all matters that are not explicitly regulated in these statutes, reference is made to the legislation concerning the international non-profit organisations.

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