Bye-laws
of the
Bylaw
1 Membership
As stated in Article 6 of the Constitution.
Members shall at all times be required to uphold the goals and objectives of
EDRG as detailed in the Constitution
Each ordinary member shall be entitled to attend the annual General Assembly and
vote.
Annual Membership fees/dues shall be determined by the General Assembly and must
be paid on a continuing basis unless the member submits a written resignation.
Non-payment of fees/dues following the receipt of two reminders from the
Treasurer and after such fees/dues shall have been in arrears for three months,
will be grounds for the Board to suspend the membership of the defaulting member,
and propose termination at the next following General Assembly.
Bylaw
2 Procedures for membership
a) The Board shall decide on the admission of members as provided in Article 6
of the Constitution.
b) Membership shall be acquired after completion of the admission procedure and
upon receipt of payment in full of the membership fee/dues for the current
financial year.
c) Membership shall terminate by resignation or, where applicable, the expulsion
of a member organisation under Articles 7 & 8 of the Constitution. The
resignation must be sent in writing to the Secretary.
d) The membership year shall run from 1st January until 31st December.
e) Members who have resigned or have been expelled shall be required to pay the
current year's membership fee/dues and shall be liable, pro rata, for any debts
that EDRG has incurred on behalf of the said resigning or expelled member.
f) The Board may suspend the membership of any member who:
i.
In the view of the Board, acts against
the interests of EDRG or who
damages
the reputation of EDRG;
or
ii. Who does not pay the amounts due to
EDRG in accordance with these By- laws.
g) The expelled member shall have a right of appeal to the next General Assembly
in person or in writing against the decision of the Board.
The decision of the General Assembly shall be final.
Bylaw
3 General Assembly
a) The General Assembly shall meet once a year and it shall be called by the
Board.
b) The notice of such meeting shall be mailed not later than 30 days before the
day of the meeting. The notice
shall include the provisional agenda as proposed by the Board.
c) At the General Assembly, any matter other than those on the agenda may be
discussed and voted upon if at least one third (1/3) of the members present at
the meeting request it.
d) The Board of Directors may convene an Extraordinary General Assembly for good
cause, or following the request of at least one-quarter (1/4) of all members.
Such a request must state the grounds for calling an Extraordinary
General Assembly and it shall include a provisional agenda.
e) At the General Assembly every member who has paid the annual membership fee/dues
for the then current year shall be entitled to vote and shall so do in
accordance with the provisions of Article 6 of the Constitution.
f) No member shall be entitled to vote at any General Assembly unless the annual
membership fee/dues due to EDRG has/have been fully paid.
g) Any member who is unable to participate in a General Assembly personally may
give a written proxy to another ordinary member or send a written proxy which
must arrive in the hands of the Secretary by the start of the meeting concerned.
Such proxy must mention separately every proposal that is, or may be,
subject to a vote, with a clear indication as to the way in which the member
wishes to vote, in order that the proxy holder be entitled to vote thereon in
accordance with instructions received from the member so represented.
h) Save where otherwise provided, the General Assembly shall decide upon all
issues by a simple majority of those voting.
In the event of a tied vote, the chairperson of the meeting shall have a
casting vote. (See clause 3(l) of
these Bylaws below)
i) Nominations for election to the Board shall be in accordance with the terms
and conditions specified in Article 20 of the Constitution.
j) In any meeting at which it is duly proposed that any article of the
Constitution is to be modified or amended, the quorum shall be two third (2/3)
of the then number of ordinary members of EDRG.
Decisions in respect of the said articles shall require a two-thirds
(2/3) majority of the votes of members present, or represented by proxy, and
eligible to vote. These conditions
shall also apply to all matters pertaining to the dissolution, liquidation or
merger of EDRG.
k) If a quorum cannot be obtained, another General Assembly may be convened
within two (2) months at which decisions may be taken, regardless of the
existence of a quorum, on all matters affecting or concerning the affairs of
EDRG by simple majority of those voting and/or represented.
l) The General Assembly shall be presided over by the Chairperson of the Board
of Directors or in his/her absence, by the Co-chairperson or, in the absence of
both, by any other member of the Board, as agreed by those Directors present.
Bylaw
4 Board of Directors
a) The Board shall decide on all matters of EDRG which, in accordance with the
law, the Constitution or these By-laws, do not fall within the competence of
another body.
b) The Board shall have the general charge and responsibility for and over the
property and affairs of EDRG.
c) The number of Directors shall be eight and each Director shall be an ordinary
member of EDRG.
d) There shall be not more than three Board members from any single country,
serving on the Board at any one time.
e) Directors, when elected, shall serve for a term of four years and any Board
member may stand for re-election only once in the same capacity.
After two terms of office, the Director must stand down for at least one
calendar year before again being eligible for election to the Board, unless he/she
is nominated for a different capacity.
f) Between each meeting of the General Assembly, the Board shall manage EDRG's
affairs by way of meetings, correspondence, telephone, fax and e-mail.
g) The Board shall represent EDRG regarding any third party and before the
public.
h) The Board shall meet at least once annually and report through the
Chairperson to the membership at the General Assembly.
i) The "Officers" of EDRG (Chairperson, Co-chairperson, Secretary and
Treasurer) shall be elected by the ordinary members as part of the election of
Board Directors at the Annual General Assembly.
j) Routine day-to-day matters shall be carried out for all legal and
organisational purposes by the Secretary, or by any member of the Board.
k) Collection of fees, receipts of grants, payment of accounts and all other
financial transactions of whatsoever nature shall be carried out by the
Treasurer, having due regard to the instructions received from the Board in this
respect.
l) Alternatively, the Board may decide that any or all of the responsibilities
of the Secretary or the Treasurer (except the supervisory role of the Treasurer)
may be carried out by some other person or persons whose activities shall be
agreed in advance and controlled by the Board.
m) The Board may appoint sub-committees (which may be standing committees) from
amongst the ordinary members. The
Board may delegate its powers to these sub-committees. The Board shall limit the powers and functions of the
sub-committees, as it deems fit, by separate regulations.
These regulations shall describe the goals, procedure, timetable and the
manner whereby the results shall be reported directly to the Board.
The Board shall ratify all decisions of such sub-committees prior to
implementation.
n) The Chairperson of the Board shall be an ex officio member of all
sub-committees created in accordance with the preceding sub-clause and at least
one Director shall be a member of each sub-committee.
o) Unless otherwise stated, resolutions of the Board at its meetings shall be
adopted on the basis of a simple majority of the members present.
In the case of an equal vote the chairperson of the meeting shall have
the casting vote.
The Board shall be responsible for:
p) Developing and supporting the scientific projects of the EDRG including but
not limited to the review and approval of research protocols, principal
investigators, co-principal investigators and steering committees for these
research projects;
q) Reviewing and approving the appointments of the chairpersons and members of
EDRG sub-committees. If such sub-committees are not created, the Board will be
responsible for their functions, as described under Article 11 of these bylaws.
r) Formulating and maintaining standards for the EDRG regarding the conduct of
co-operative research, clinical trials, publication policies, and
conflict-of-interest guidelines;
s) Overseeing the programme and activities of the EDRG including its General
Assemblies and other administrative and scientific activities,
t) Formulating and maintaining current and accurate listings of ordinary and
associate members,
u) Corresponding, negotiating and implementing relationships with any other
bodies.
v) Proposing and overseeing the assessment and collection of dues, fees or
surcharges for the EDRG
Bylaw
5 Auditor
An annual audit of the Treasurer's books and records, in respect of the income
and expenditure account and the balance sheet, shall be carried out by an
independent Certified Public Accountant or a recognised auditor with equivalent
qualifications. The reports shall go directly to the Board and the audited
accounts for each financial year shall be published in the papers for the next
following General Assembly.
Bylaw
6 Bank Accounts
The Treasurer shall operate the bank accounts of EDRG. Any sums drawn on the bank accounts of EDRG and not exceeding
the sum of One Thousand Euro (€1,000) shall require the signature of only one
of the following, namely, the Chairperson, Co-chairperson, or Treasurer.
Any sums drawn on the bank accounts of EDRG and exceeding in value the
sum of One Thousand Euro (€1,000) shall require the signature of any two of
the above persons.
Bylaw
7 Expenditure
a) All financial transactions shall be carried out, unless otherwise agreed, by
the Treasurer according to the instructions received from the Board.
b) Routine expenditure described in the budget, including mail, telephone, faxes,
consumable items and all other purchases reasonably necessary for the proper
functioning of the office and the treasurership shall be undertaken with the
approval of the Treasurer.
c) Individual claims for travel and lodging expenses for meetings, congresses
and the like shall be approved by an Officer who did not incur or share the
expenditure involved.
d) Expenditure for the preparation and the printing of any written materials.
The Board must approve all such materials and its cost before expenditure is
incurred.
e) Direct coverage by an external party of the costs and/or expenditure
mentioned in the preceding sub-clause shall not require the approval of the
Board, although the material itself still must be approved.
f) All grants or donations given to EDRG for general support or the sponsorship
of a specific event or project must be received by the Treasurer who will then,
in agreement with the Board, proceed to apply such funds as intended by the
sponsor or donor.
Bylaw
8 Election and Tenure of Board Members
The term of each of the Board members of EDRG shall commence on their election
at an Annual General Assembly and end at the beginning of the election process
of the Annual General Assembly four years later.
The Board may make nominations for any or all vacancies.
Any ordinary member may be proposed and seconded by two other ordinary
members. All nominations,
accompanied by short biographies, shall be circulated to ordinary members in
accordance with Article 20 of the Constitution.
a)
The Chairperson shall be appointed as provided in Article 20 of the Constitution
but no individual may serve in that capacity for more than two consecutive
terms.
b) The term of the Co-chairperson shall run concurrently with that of the
President. No individual shall
serve as Co-chairperson for more than two consecutive terms
c) The term of the Secretary need not run concurrently with that of the
President. No individual shall
serve as Secretary for more than two consecutive terms
d) The term of the Treasurer need not run concurrently with that of the
President. No individual shall
serve as Treasurer for more than two consecutive terms
e) No Board member without the position of an Officer shall serve in that
position for more than two consecutive terms
Bylaw
9 Officers' Powers and Responsibilities
The Officers of EDRG shall have such powers and authority as may be conferred
and such duties as may be prescribed by the Board from time to time, including,
without limitation, the following powers, authority and duties:
Chairperson: The Chairperson shall preside at meetings of EDRG and of the Board and shall make decisions within the existing policy as approved by the Board. The Chairperson will plan, organise, direct and co-ordinate the activities of EDRG, delegating when he or she thinks fit, to ensure that the objectives of EDRG are attained. The Chairperson will make a report to the Board and to the general membership at their meetings outlining the past operations of EDRG. Among each Chairperson’s responsibilities shall be the appointment of the chairpersons and members of any sub-committees. The Chairperson may invite sub-committee chairpersons and/or the organisers of scientific meetings, or other relevant persons to attend meetings of the Board when it is deemed appropriate.
Co-chairperson: In the case of death, disqualification, removal, resignation or absence of the Chairperson, or of his/her inability from any cause to act, the Co-chairperson shall perform the duties of the office of Chairperson. He/she shall also be involved fully in the direction and co-ordination of EDRG activities, working closely with the Chairperson. He/she shall be expected to succeed the Chairperson (subject to the election process) at the end of that Officer's tenure.
Secretary: The Secretary shall record the minutes of Board and General Assembly meetings. The Secretary shall implement any contractual relationships of EDRG with other bodies. The Secretary shall also be responsible for giving notice of and attending all meetings of EDRG, to conduct all correspondence and to execute all orders, votes and resolutions not otherwise committed; to keep a list of members of EDRG; and generally to devote his/her best efforts to forwarding the business and advancing the interests of EDRG. At the expiration of his/her term of office, the Secretary shall deliver over to his/her successor all books, records and other property held in his/her capacity as such.
Treasurer:
The Treasurer will be responsible for collecting grants, fees, annual
dues and subscriptions and for keeping an account of the monies received and
expended for the use of EDRG. He/she
shall make disbursements against vouchers approved in writing by such Officers
of EDRG as the Board may from time to time designate; and deposit all sums
received in a bank or banks designated by the Board.
With the
assistance of the Chairperson and Co-chairperson, the Treasurer shall also
prepare the annual Budget of EDRG for ratification by the Board.
At the expiration of his/her term of office, the Treasurer shall deliver
over to his or her successor all books, records, monies and other property held
in his/her capacity as such.
Bylaw
10 Amendments
In accordance with Article 19 of the Constitution, proposed amendments to the
Constitution must be approved by the ordinary members in the manner described in
that Article.
Bylaw
11 Associate Membership
Individuals who collaborate with EDRG, but do not qualify for ordinary
membership, and organisations which support the aims of EDRG, may be considered
for associate membership in accordance with Article 6 of the Constitution.
Such associate members shall receive all official material distributed to
the membership and may attend meetings but shall pay no dues and shall not be
eligible to vote or to hold office.
Bylaw
12 General Procedures
All business meetings of EDRG shall be conducted in accordance with, and having
due regard to, the terms of the Constitution and these Bylaws.
The working language of EDRG shall at all times be English.
30 January 2003