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Statutes of European Society of
Mycobacteriology (ESM)
1.
Name, registered office and business year
1.1 The society shall bear the name “European Society of
Mycobacteriology” (ESM).
1.2 The registered office of the society shall be Borstel.
1.3 The society shall be entered in the registry of
associations. The affix "e.V." ("registered association") shall be
added to the name following entry.
1.4 The
business year shall be the calendar year. The period from the
founding of the society up to the following December 31 shall be a
short fiscal year.
2. Purpose of the
society
2.1 The general purpose of the society is the promotion of
science and research in the field of mycobacteriology, thus
fostering a better understanding of mycobacteriology and thereby
preventing mycobacterial diseases.
2.2 In order to achieve the purpose of the society and fulfil
its goals, the society will host scientific events, in particular an
annual scientific conference on the topic of mycobacteriology; it
shall also strive for an exchange of ideas and project-related
cooperation of the members in the field of mycobacteriology. In
addition, the society may become active in other fields insofar as
such activity is consistent with the purpose and goals of the
society, in particular in the area of advanced education.
3. Non-profit status
3.1 The society shall exclusively and directly pursue non-profit
purposes within the meaning of section "Tax-privileged purposes" of
the German Tax Code (AO) 1977 (sections 51 et seq) in the amended
version. The society shall operate in a selfless manner. In economic
terms, it shall not primarily pursue self-interest purposes.
3.2 The funds of the society may only be used for purposes in
accordance with the statutes. The members, in their capacity as
members, may not receive any contributions from the funds of the
society. In the event they resign from the society or it is wound up
or dissolved, the members may receive no shares of the society's
assets. No person shall be favoured through disbursements not
pertaining to the purpose of the society or through
disproportionately high remunerations.
4. Membership
4.1 Any natural or legal person may become a member who has a
connection to activities in the field of mycobacteriology or whose
membership is otherwise conducive to the purposes of the society.
Application for admittance into the society has to be made in
writing (or electronically). The steering committee shall decide
upon admittance.
4.2 Membership shall end upon resignation, exclusion, loss of
capacity to contract, loss of legal capacity or dissolution of the
society.
4.3 Resignation may only be declared in writing vis-à-vis the
steering committee. Resignation shall only be possible taking effect
at the end of a business year, subject to a term of notice of one
month.
4.4 If a member has seriously infringed the goals and interests
of the society or is in arrears with payment of fees for 6 months
despite a reminder, the member may be excluded from the society
through a decision of the steering committee with immediate effect.
Prior to the decision, the member shall be given an opportunity to
justify his behaviour or state his case. The decision of exclusion
shall be provided with reasons and the member shall be notified in
writing thereof. The member may appeal to the steering committee in
writing against the steering committee's decision of exclusion
within a period of one month from the time of receipt of the
exclusion order. The general assembly of members shall decide on the
appeal at the next meeting. Until the decision of the general
assembly, the membership shall be suspended subject to
contributions.
5. Fees
5.1 A
minimum annual fee shall be paid by the members, the amount and
maturity of which shall be decided by the general assembly of
members.
5.2 Upon
termination of the membership, there shall be no reimbursement of
membership fees already rendered. All membership rights shall expire
upon termination of the membership, in particular claims to services
of the society.
6. Revenues of the society
The
funds necessary to achieve the purpose of the society shall be
raised by the society by means of membership fees, donations and
donations in kind, public funding and proceeds from events in
support of the society.
7. Bodies of the society
7.1 The bodies of the society are:
a) the
general assembly of members,
b) the
steering committee,
7.2 Through a decision of the general assembly of members or the
steering committee, further bodies (council, committees, working
groups) may be created.
8. General assembly of members
8.1 The general assembly of members shall be convened by the
steering committee.
8.2 An ordinary general assembly of members shall take place
once a year. The general assembly of members shall be summoned in
writing, by fax or email; the invitation hereto shall be subject to
a period of notification of at least one month, and shall announce
the agenda. The agenda shall be determined by the steering
committee.
8.3 The steering committee may convene an extraordinary general
assembly of members at any time. It shall be under obligation to do
so if
a)
the steering committee decides unanimously, or
b)
the summoning of a meeting is requested by at least 25 % of the
members stating the purpose and reason in writing to the steering
committee.
The
extraordinary general assembly of members shall be summoned in
writing, by fax or email, subject to a period of notification of at
least two weeks, and shall announce the agenda. The agenda shall be
determined by the steering committee.
8.4 The general assembly of members shall be conducted by the
chairman of the steering committee. If he/she is prevented from
attending, another member of the steering committee shall chair the
meeting.
8.5 The minutes on the progress of the general assembly of
members, in particular the resolutions adopted, shall be recorded
and signed both by the chair of the meeting and the person appointed
by the general assembly of members to take the minutes, the original
report of which is to be stored at the society's office. A copy
shall be sent to all the members within a period of one month
following the meeting.
9. Resolutions of the general
assembly of members
9.1 Only the items announced on the agenda shall be subject to
resolutions of the general assembly of members. Each member may
request the inclusion of other agenda items if submitted to the
steering committee in writing no later than ten days before the
assembly convenes. The steering committee shall immediately send on
these additionally requested agenda items to the members by email.
9.2 Applications for supplements to the agenda may be filed at
the assembly as applications of urgency. Acceptance of such
applications of urgency shall require the simple majority of the
members present.
9.3 The general assembly of members shall pass resolutions with
a simple majority vote of the members present, insofar as the
statutes do not specify otherwise. Irrespective of the number of
members present, the assembly shall be competent to pass resolutions
if an invitation to the relevant assembly has been issued duly and
properly. A voting tie is deemed a refusal. Each member shall have a
vote. Voting rights shall not be transferable.
9.4 Having been entrusted in these statutes, the general
assembly of members shall decide on the issues, as well as about the
report and the discharge of the steering committee and the
treasurer's financial report. Furthermore, it shall be responsible
for the tasks of the society, the election of the steering
committee, the adoption of the annual financial statement, the
modifications of the statutes, and the decision about the
dissolution of the society. It shall appoint two accountants, who
may not belong to the steering committee, to examine the accounting
including the annual statements and to report to the general
assembly of members on the results.
9.5 Modifications of the statutes and the fixing of the
membership fees may only be decided upon with a two-thirds majority
of the members present.
9.6 Modifications of the statutes requested by supervisory,
court or financial authorities may be dealt with by the steering
committee itself. All members of the society have to be notified in
writing of such modifications of the statutes as soon as possible.
10. Steering committee
10.1
The members of the steering committee shall be elected by the
general assembly of members individually. The steering committee
comprises up to seven full members, in particular the president, the
vice-president, the secretary, the treasurer and up to three
committee members. In addition, the chairman of the annual ESM
conference belongs to the steering committee.
10.2
The ordinary members of the steering committee shall be elected each
for mandates of three business years. Only members of the society
may be elected as ordinary members of the steering committee.
Re-election of steering committee members in the same function shall
only be permissible for a maximum of two mandates. Direct subsequent
re-election in the same function is not permissible, but later
re-election shall be admissible. Each of the steering committee
members in office shall remain in office actively after expiry of
their mandate until their successors have been elected.
10.3
Each member shall have a vote per position in the steering
committee. If more than two candidates stand for election in the
first round of voting and neither of the candidates achieves a
majority, a second ballot shall decide between the two candidates
with the most votes.
10.4
The membership in the steering committee shall end when the mandate
expires, through resignation from the society, through withdrawal or
through voting out of office by the general assembly of members with
a three-quarter majority of the members present.
10.5
The steering committee shall conduct the business of the society on
a voluntary basis. The general assembly of members shall be entitled
to make the business and measures of the steering committee
dependent on its approval and may draw up rules of procedure
especially for this purpose.
10.6
The steering committee shall make its decisions with a simple
majority. The steering committee shall make its decisions in
personal assemblies, by telephone, letter, fax or via email. The
steering committee shall be competent to pass resolutions if at
least half of the steering committee members participate in passing
the resolution.
10.7
The president and vice president shall comprise the steering
committee within the meaning of section 26 German Civil Code (BGB).
The society shall be represented in and out of court by the steering
committee within the meaning of section 26 German Civil Code (BGB),
namely by the president or vice president in each case.
10.8
The treasurer shall be responsible for managing the society's assets
and shall draw up an annual financial statement for the society.
10.9 A
record shall be drawn up of the minutes of all meetings and
decisions of the steering committee and signed by at least two
members of the steering committee.
10.10
Legal transactions with a transaction value exceeding a certain
amount shall only be binding for the society if the general assembly
of members has given their consent thereto. The amount shall be
determined by the general assembly of members upon proposal by the
steering committee.
11. The Chairman of the annual ESM
conference
11.1
The chairman of the annual ESM conference shall be elected by the
general steering committee for one year. He/she shall be responsible
for the organisation of the annual conference which takes place
prior to the end of his/her mandate (sub-item 2.2 of these
statutes).
11.2 The
chairman of the annual ESM conference is a member of the steering
committee, but has no voting power.
12. Dissolution of the society
12.1
The dissolution of the society may only be decided upon in a general
assembly of members specially convened for this purpose with a two
thirds majority of those present.
12.2
In the event of dissolution or cessation of the tax-privileged
purposes of the society, the assets of the society shall fall to the
“Deutsche Gesellschaft für Hygiene und Mikrobiologie e. V.“, which
shall use the financial means directly and exclusively for
charitable purposes.
13. Statute requirements
The
steering committee shall inform the members about the requirements
or objections of the courts or the authorities and put forward a
proposal for the remedy of the complaint. The provisions in item 9
shall thereafter apply with regard to modifications of the statutes.
14. Legal provisions
Unless
otherwise specified by these statutes, the legal provisions for
registered associations shall apply in addition.
15.
Effective date
These statutes shall come into effect upon entry into the registry
of associations.
- Signature of at least seven members:
Tortoli Enrico, Niemann Stefan, Yates
Malcom, David Suzana, Hoffner Sven, Pfyffer Gabriela, Rastogi Nalin
- Statement as to day of foundation of the statutes:
6th July
2009
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 Signed
6th July 2009, approved by General Assembly in Porto, 7th July 2009
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