1.

Name and Headquarters

1.1

The name of the Society is the European Society of Cornea and Ocular Surface Disease Specialists (EuCornea).

1.2

It is a European scientific society officially registered in the United Kingdom.

1.3

The Society is a charity registered in the United Kingdom.

1.4

The Society’s secretariat is based in Dublin, Ireland.

2.

The following purpose and aims of the Society denoted at paragraphs 3 and 4 below are consistent with the Objects of the Society as set out in the Memorandum and Articles of Association and they shall be exercised in compliance with such objects and in the event of any conflict, the said purposes and aims shall not be exercised to such an extent that they are not permitted by the Memorandum of Association.

3.

Purpose

The Society is a non-profit, scientific organisation active in Europe and whose purpose is in particular:

3.1

To promote personal relationships and exchange of scientific knowledge and practical skills among cornea specialists in Europe.

3.2

To encourage, support and register scientific research in the field of cornea and ocular surface disease in Europe.

3.3

To promote the dissemination of the highest level of knowledge in the field of ophthalmology and specifically in cornea and ocular surface disease among ophthalmologists and the public.

3.4

To promote an efficient collaboration with similar organisations worldwide which contribute to progress in the field of cornea and ocular surface disease.

4.

Aims of the Society

In order to attain the purpose as stated in article 3 of these Bye Laws, the Society may in particular carry out the following activities:

4.1

The organisation of an open scientific congress every year.

4.2

The organisation of an annual meeting of its members.

4.3

The organisation and promotion of special and regional meetings, as well as joint activities with other ophthalmological societies.

4.4

Keep its members informed about medical research in the field of cornea and ocular surface disease.

4.5

The issuance of ethical standards and a code of ethics.

4.6

The issuance of guidelines for subspecialty training in the fields of cornea and ocular surface disease.

4.7

The support of scientific research and education in the field of cornea and ocular surface disease.

5.

Financing

Financial support for the Society’s activities shall be obtained in particular through

5.1

Annual fees from the members.

5.2

Additional voluntary contributions from the members.

5.3

Revenue from the organisation of congresses, conferences, meetings, educational activities and others.

5.4

Contribution from companies, donors, non-profit organisations such as foundations, public donors and others.

5.5

Revenue from other unspecified sources.

6.

Management

6.1

The general management of the Society shall be vested in a Board.

6.2

The Board shall elect an Executive Committee consisting of the President, Secretary, Treasurer and EITHER:

·         The President Elect, when such person has been appointed OR

·         In the absence of a President Elect, the Immediate Past President

to ensure that decisions of the Board are implemented.

7.

Membership

7.1

The Society shall have the following categories of membership: Full Members, International Members, Trainee Members and Honorary Members.

7.2

Full Membership is open to ophthalmologists working in the area of cornea and ocular surface disease and who normally live and work in Europe. This category of membership confers voting rights and the opportunity to be appointed to the Board.

7.3

International membership is open to non European ophthalmologists and trainees. International members do not have voting rights and cannot serve on the Board.

7.4

Trainee membership is open to all ophthalmologists in training under age 35 in Europe. Trainee members do not have voting rights and cannot serve on the Board.

7.5

Applications for membership will be reviewed by the Board. The Board will be entitled to alter its membership categories from time to time in line with emerging needs of the Society.

7.6

Any person who has rendered important service to the society may be appointed Honorary Fellow by a two-thirds majority vote of the General Meeting of the Society.

7.7

The WHO definition of European countries will apply to membership categories.

8.

Dues and Fees

8.1

The fees for all categories of membership will be established by the Board and published annually.

8.2

All dues shall be payable with the initial membership application and in January of each year.  In the event that the dues are outstanding for a period in excess of 60 days despite two reminders from the Society the membership will be terminated in writing (includes electronic communication). After such termination the member may re-join the Society only by applying for membership as a new member.

9.

Appointments to the Board

9.1

Appointments to the Board will be made every two years to fill vacancies. 

For the 2023 Board (the First Board appointed under these Byelaws) all appointments will be made by the Trustees/Directors of EuCornea.

Subsequent appointments will be determined by a majority decision of the Board. 

9.2a

The term of office of Board Members is four years. Those wishing to serve for a further four years may be re-appointed. No Board Member shall serve for a continuous period of more than eight years. Periods of service prior to the date of adoption to these Byelaws shall be ignored for the purpose of this clause.

9.2b

For the First Board only, all appointed Board members shall serve for a period of two years. Thereafter 50% of the Board members will continue for a further period of two years without having to be re-appointed. The Board members who will be entitled to continue without re-appointment shall be determined by lots. This is deemed necessary to ensure continuity on the Board.

9.3

Candidates for appointment must be Full Members of EuCornea, must be willing to act and agree in writing to let their name go forward for consideration.

9.4

The Board shall formulate procedures that, if necessary or considered appropriate, allow a reasonable opportunity for a proposed appointee to the Board or a nominee for an office to communicate to the Board his/her brief biography supporting his/her candidacy.

9.5

No more than two voting members of the Board may be from the same country.

9.6

The EuCornea Founding Directors (Harminder Dua, Jose Guell and Vincenzo Sarnicola) shall remain on the Board as non-voting members until such time as they resign from the Board.

10.

Board and Officers

10.1

The Board shall comprise 11 appointed members plus the Immediate Past President plus the (non-Voting) EuCornea Founding Directors.  The 11 appointed members shall organise as • A President • A President Elect (when appointed) • A Secretary • A Treasurer • and Seven (Eight if no President Elect has been appointed) Ordinary Board Members.

10.2

Nominations for President, Secretary and Treasurer will be sought from the Board Members.

10.3

The Board shall elect its President for a term of two years which shall not be renewable. A simple majority is required for this appointment.

10.4

The President must be a member of the Board.

10.5

The immediate Past President shall remain on the Board for a period of two years.

10.6

The term of office of the President, Secretary and Treasurer should run in line with the calendar year. The Treasurer and Secretary shall be elected by the Board for a term of two years and are limited to four terms of office. The Treasurer and Secretary must be members of the Board.

10.7

The President Elect shall be appointed by the Board at least one year before his/her term of office is due to begin and the term of that office should run in line with the calendar year.

10.8

Only full Board members shall have the right to vote at Board Meetings. Co-opted members will not have voting rights.

10.9

 The Board can pass a vote of no confidence against any member by a two thirds majority. The member will then have to relinquish his/her position on the Board.

10.10

 Any officer may resign at any time by giving written notice to the Secretary of the Society. Any such resignation shall take effect from the date of such notice or at any later time specified therein.

11.

Co-opted Members

11.1

The Board may co-opt additional members by a two thirds majority vote for the following purposes: • To represent important membership groups which are otherwise not represented • To provide skills otherwise not available from the elected board.

11.2

Co-opted Board members will have all rights of elected Board Members with the exception of voting rights at Board Meetings and will not be eligible to stand for election to any of the executive officers’ posts.

11.3

Co-opted Board Members shall serve a maximum term of two years and their co-option can be renewed once for an additional two years. The renewal shall be agreed by a simple majority of the Board.

11.4 

Time served on the Board as a co-opted member does not count with respect to the rules for appointed members. Therefore a co-opted member if appointed can then serve a further two full terms as an elected Board Member.

11.5

Only Full  members of EuCornea can be co-opted to the Board

12.

Meetings of the Board

12.1

The Board shall meet at least once a year

12.2

The Board shall vote and make decisions if there is a quorum of (50% plus 1) voting Board members at the Board meeting. Each member (including the President) has one vote. If the vote is equally divided, the President shall have the casting vote.

12.3

Any Board member who fails to attend more than two consecutive Board meetings shall be automatically expelled from the Board unless the circumstances are extraordinary.

13.

Publications

13.1

EUCORNEA shall have the right to publish a scientific journal, newspaper and other print and electronic material as approved by the Board. EuCornea can align itself to an existing scientific journal if the Board deems fit.

14.

Standing Committees

14.1

The Board shall form the following standing committees:

14.2

A Programme Committee which shall be chaired by the President.

14.3

Any other Committee that the Board may deem necessary.

14.4

Chairs of Committees shall be elected by the Board. The appointment of Committee Members shall be made by the Board by ordinary resolution.

15.

Scientific Meeting

15.1

EuCornea shall hold an annual scientific meeting and any other scientific meetings as deemed appropriate by the Board.

15.2

The President of EuCornea shall be the Honorary President of all Congresses or meetings and shall be responsible for the scientific content and all aspects of the congresses and meetings.

15.3

An annual  EuCornea Lecture, delivered by a speaker invited by the Board, will be an integral part of the annual scientific congress.

16.

Annual General Meeting

16.1

The members of EuCornea will meet for an annual general business meeting. This shall normally be held during the annual scientific Congress

17.

Duties of the Secretary

17.1

The Secretary shall co-ordinate the organisation of the Board and general meetings of EuCornea.

17.2

The Secretary shall maintain contact between officers and members of EuCornea.

17.3

The Secretary shall keep accurate minutes of the Board Meetings and distribute them in good time before each meeting.

17.4

The Secretary is responsible for notification to members of the AGM and is responsible for the agenda and Secretary’s report.

18.

Duties of the Treasurer

18.1

The Treasurer shall present to the Board the audited accounts of EuCornea for approval.

18.2

At the termination of his/her period of office the Treasurer should hand over all documents in his/her possession to his/her successor.

18.3

An annual financial report shall be prepared by the Treasurer which shall be presented to the Annual General Meeting.

19.

Conflict of Interest

19.1

The Administrative office of EuCornea will maintain a register of conflict of interest of all Board Members, which will be updated annually. All Board members and EuCornea members will have to declare all conflicts of interest as part of their CV while submitting their candidacy for any appointment or at any meeting or other situation where a conflict arises and in such instances the Board member must absent him or herself from voting in that particular matter.

20.

Termination of Membership

20.1

Membership of  EuCornea shall terminate on the occurrence of any of the following events • Resignation of a member • Expiration of the period of membership where such membership has not been renewed. • Failure to pay dues • Failure by the member to satisfy membership criteria

20.2

The suspension or expulsion of the member by the Board either directly or on the recommendation of a Committee authorised by the Board to make such a determination may incur on the grounds that the Member has engaged in conduct materially and seriously prejudicial to the purposes and interests of EuCornea. A person whose membership is suspended shall not be a member during the period of suspension.

21.

Suspension or Expulsion

21.1

The member shall be given 15 days prior written notice and the reasons for the proposed expulsion or suspension. A notice shall be sent by first class certified or registered mail to the members last known address as shown on EuCornea records.

21.2

The Member shall be given an opportunity to be heard either verbally or in writing at least 5 days before the effective date of the proposed suspension or expulsion. The hearing shall be held or the written statement considered by the Board or by a Committee authorised by the Board to determine whether the suspension or expulsion should take place.

21.3

Any action challenging a suspension or expulsion or termination of membership including a claim alleging defective notice must be commenced within one year of the date of the suspension, expulsion or termination. Such a challenge may be brought by way of appeal on notice to the President who shall establish an Appeals Committee comprising at least 3 members of the Board including co-opted members as may be deemed appropriate and who have had no involvement in relation to the decision to suspend or expel which is under appeal. The Appeals Committee shall receive all written submissions relating to the original decision and arrange a further hearing to determine whether the decision to suspend or expel should be upheld or dismissed. The decision of the Appeals Committee shall be final and binding.

22.

Amendment of Bye Laws

22.1

The present Bye Laws were approved by the Society on the 27^th day of May 2023. The Bye Laws will be reviewed from time to time as deemed appropriate and at the discretion of the Board.

22.2

New Bye Laws may be adopted or the current bye laws may be amended or repealed by approval of the members in a general meeting provided that any such adoption, amendment or repeal shall not be inconsistent with anything contained in the Memorandum and Articles of Association of EuCornea. The modifications of the bye laws on the proposal of the board will be ratified by a two third majority vote of the General Meeting of the Society.

23.

Language

The official language of EuCornea is English

24.

Access to the Bye-Laws

EuCornea will develop and maintain a website www.eucornea.org as a communication portal.