| 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 |
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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 |
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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 |
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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 |
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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 |
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4.4 |
Keep its members informed about medical research in the field of cornea and ocular surface disease |
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4.5 |
The issuance of ethical standards and a code of ethics |
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4.6 |
The issuance of guidelines for subspecialty training in the fields of cornea and ocular surface disease |
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4.7 |
The support of scientific research and education in the field of cornea and ocular surface disease |
| 5. |
Financing |
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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 |
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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 an elected Board |
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6.2 |
The Board shall elect an Executive Committee consisting of the President, Vice-President, Secretary and Treasurer 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
Honourary 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 stand for election to the Board. |
|
7.3 |
International membership is open to non European ophthalmologists and trainees. International members do not have voting rights and cannot stand for election. |
|
7.4 |
Trainee membership is open to all ophthalmologists in training in Europe. Trainee members do not have voting rights and cannot stand for election. |
|
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 |
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7.6 |
Any person who has rendered important service to the society may be appointed Honourary Fellow by a two-thirds majority vote of the General Meeting of the Society. |
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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 rejoin the Society only by applying for membership as a new member. |
| 9. |
Elections to the Board |
|
9.1 |
Elections to the Board will be held every two years to fill the vacant ordinary board members positions.
All such members shall be elected by EuCornea members entitled to vote. |
|
9.2a |
The term of office of Board Members is four years. Those wishing to serve for a further four years must seek re-election. No Board Member shall serve for a continuous period of more than eight years. |
|
9.2b |
For the first Board only, all selected 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 standing for re-election. The Board members who will be entitled to continue without re-election shall be determined by lots. This is deemed necessary to ensure continuity on the Board. |
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|
9.3 |
• Candidates must be nominated by one full member of the Society
• A candidate may not nominate himself/herself for a board position
• A member can nominate only one candidate
• Candidates must accept the nomination in writing |
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9.4 |
The Board shall formulate procedures that allow a reasonable opportunity for a nominee to the Board or a nominee for an office to communicate to members his/her brief biography supporting his/her candidacy. |
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9.5 |
No more than one ordinary member of the Board may be from the same country |
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9.6 |
Only fully paid up members shall be entitled to vote and each fully paid member shall exercise one vote only. |
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9.7 |
Where an insufficient number of nominations have been made to the Board in respect of the vacancies on the Board then those nominations will be deemed accepted and all such nominees will be deemed elected to the Board and nominations will be sought in respect of any remaining vacancies of the Board. |
|
9.8 |
The EuCornea Founding Directors shall remain on the Board as non voting members after their term of office is finished |
| 10. |
Board and Officers |
|
10.1 |
The Board shall consist of:
• The President
• President Elect / Vice President
• The Secretary
• The Treasurer
• Twelve Ordinary Board Members
• EuCornea Founders – Harminder Dua, Jose Guell, Francois Malaceze, Vincenzo Sarnicola |
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10.2 |
Nominations for president, secretary and treasurer will be sought from the Board Members. |
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10.3 |
The Board shall appoint its President for a term of two years which shall not be renewable. A two–thirds majority is required for this appointment |
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10.4 |
The President must be an elected member of the Board |
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10.5 |
The immediate Past President shall remain on the Board for a period of two years |
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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 elected members of the Board. |
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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. |
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10.8 |
If the Treasurer / Secretary retires from office during the time he / she was originally elected, he/she may stay on the Board for the remainder of the original term even if there is another representative from the same country on the Board. |
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10.9 |
If the Treasurer / Secretary retires from his/her position at the end of his/her term on the Board then he/she may serve on the Board for an additional two years as a past officer. |
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10.10 |
Only elected members shall have the right to vote at Board Meetings. Co-opted members will not have voting rights. |
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10.11 |
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. |
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10.12 |
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 |
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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 |
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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. |
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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 two thirds majority of the Board |
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11.4 |
Time served on the Board as a co-opted member does not count with respect to the rules for elected members. Therefore a co-opted member if elected can then serve a further two full two-year 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 |
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12.2 |
The Board shall vote and make decisions if there is a quorum of 50% plus 1 voting Board member 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. |
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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 |
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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 |
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14.1 |
The Board of Officers of EuCornea shall form the following standing committees |
|
14.2 |
Finance Committee which shall be chaired by the Treasurer. |
|
14.3 |
Administrative Committee which shall be chaired by the Secretary. |
|
14.4 |
Scientific Committee which shall be chaired by the President. |
|
14.5 |
Any other Committee that the Board may deem necessary |
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14.6 |
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. |
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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. |
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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 |
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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 |
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17.1 |
The Secretary shall Chair the Administration Committee meetings |
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17.2 |
The Secretary shall co-ordinate the organisation of the Board and general meetings of EuCornea |
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17.3 |
The Secretary shall maintain contact between officers and members of EuCornea |
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17.4 |
The Secretary shall keep accurate minutes of the Board Meetings and distribute them in good time before each meeting |
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17.5 |
The Secretary is responsible for notification to members of the AGM and is responsible for the agenda and Secretary’s report |
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17.6 |
The Secretary shall arrange that a ballot paper listing all validly nominated candidates shall be posted to each member entitled to vote with instructions on the voting procedure which will be by way of postal ballot. . The process should set out the time limits within which the completed ballot papers should be returned. The process should not be deemed to be invalid by reason of a member or members not receiving a ballot paper or their returned ballot paper not being received by the Society by the due date. |
| 18. |
Duties of the Treasurer |
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18.1 |
The Treasurer shall convene and chair the Finance Committee which considers financial matters pertaining to the business of the EuCornea |
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18.2 |
The Treasurer shall present to the Board the certified accounts of EuCornea for approval. |
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18.3 |
At the termination of his/her period of office the Treasurer should hand over all documents in his/her possession to his/her successor |
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18.4 |
The Finance Committee shall consist of the Treasurer, the Secretary and the Founding Directors of EuCornea. |
|
18.5 |
An annual financial report shall be prepared by the Treasurer which shall be published. |
| 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 election 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 |
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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. |
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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 |
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22.1 |
The present Bye Laws are approved by the incorporation meeting of the Society on the day of September 2009. The Bye Laws will be reviewed from time to time as deemed appropriate and at the discretion of the Board. |
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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 |
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The official language of EuCornea is English |
| 24. |
Access to the Bye-Laws |
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EuCornea will develop and maintain a website www.eucornea.org as a communication portal. |
