European Dystonia Research Group

Constitution

Title I – NAME AND REGISTERED OFFICE

 Art. 1. Following the Belgian Law of 25 October 1919 - as modified by the laws of 6 December 1954 and 30 June 2000 - an international non-profit-making association called << European Dystonia Research Group >>  ("Fédération Européenne pour la Recherche sur la Dystonie") is created.  The association has the right to use the abbreviation "EDRG" in all acts, announcements, publications and other documents issued by, or on the authority of the association.

 Art. 2. The office of EDRG shall be established in Brussels, Belgium.

 It may be transferred, by simple decision of the Board, to any other place in Belgium.  This decision will be published in the annexe of the Belgian Official Journal, in the month in which the decision is taken.

The activities of EDRG may take place all over the world.

 TITLE II – OBJECTIVES AND DURATION

 Art. 3. The aims of EDRG, a consortium of scientific investigators from academic and research centres, are: to develop knowledge of dystonia, particularly on its causes, pathophysiology and clinical features, to co-operative among themselves and with others in the planning of research and clinical activities in the field of dystonia and related disorders, and the implementation, analysis and reporting of controlled clinical trials and other research for dystonia and related disorders.

The EDRG is committed to the principles of open and full scientific communication, peer review, full disclosure of potential conflict of interest, and democratic governance of its organisation and activities. The EDRG is also interested in providing scientific and medical information to professionals and the public and in co-operating with non-governmental organisations and patient support groups that have common or overlapping interests.                                                                            

EDRG may realise its objectives in any way that seems the most appropriate. It may engage in any similar activity with parallel objectives.

For instance, it may collect funds through grant applications or any other ethical and legal means, in order to realise its objectives.

EDRG does not support any particular political parties, political tendencies or religious movements.

 Art. 4.  In order to realise its objectives, EDRG may acquire, receive and manage all personal or real estates, apply for subsidies, receive donations and legacies, dispose of all contributions, grants and other incomes or funds, periodically or not.

Art. 5. The duration of EDRG is unlimited: it can at any time be terminated by decision of the General Assembly of the members.

TITLE III – MembErs

 § 1. Categories of members and conditions of admission

 Art. 6. The number of members is unlimited, but there shall be not less than three ordinary members. EDRG is composed of ordinary members and associate members.

 The following are eligible for ordinary membership, and can vote at General Assemblies on any issue: the founding members of EDRG and all other qualified medical investigators from hospitals and research centres in Europe and other countries in the Mediterranean area, who are working in the field of dystonia as health care or allied professionals or scientists, and who uphold the purposes and bylaws of the EDRG.  Associate membership shall be considered for individuals who reside within the above geographical limits and request participation in EDRG trials and programmes, but who do not meet the other requirements for ordinary membership.  Qualified investigators who reside outside the geographical limits for ordinary members, and other collaborating organisations with parallel aims to those of EDRG may also be eligible for associate membership.  Individual associate members may attend General Assemblies, but not vote on any issue, and any organisation granted associate membership may send a non-voting delegate.

 The Board of EDRG shall consider all applications for ordinary membership and shall approve or reject these as it sees fit, granting any membership provisionally, pending ratification at the next following General Assembly, and always acting within the spirit of the Constitution.  The Board shall consider all applications for associate membership and approve or reject these as it sees fit, again always acting within the spirit of the Constitution.

 Ordinary and associate members may take part in discussions at the General Assembly but only ordinary members may vote on any issue.

 No member of EDRG shall receive payment from EDRG funds for undertaking any responsibilities, but may receive reimbursement of travel and other expenses for services rendered to EDRG.

 The views of the EDRG do not necessarily represent the views of individual members or the institutions with which they are affiliated.  Similarly, the views of EDRG members or their institutions do not necessarily represent the views of EDRG.

 § 2. Resignation or expulsion of members

 Art. 7. Any member is free to resign from EDRG by submitting his/her resignation to the Board in writing. Such resignation shall be effective only from 31 December of the year in which the letter of resignation is submitted.

 Art. 8. The expulsion of any member of EDRG can be proposed by the Board, after having heard any defence of the member concerned. The final decision to expel the member is taken at the next following General Assembly, by a two-thirds majority of the ordinary members attending or voting by proxy.

 A member shall be expelled if, for instance: 

      -          He/she fails to pay his/her dues, if any;
-          He/she no longer fulfils the stated requirements for membership;
-          He/she brings EDRG into disrepute;
-          He/she commits serious infringements of the EDRG Constitution.

 The Board shall suspend, until the final decision of the General Assembly, any member who is deemed to have contravened any of these requirements.

Art. 9. The members have no personal obligation for the financial or other activities of EDRG and are responsible only for the execution of their mandate.

 § 3. Membership Dues

 Art. 10. The ordinary members may be liable to pay annual dues, the amount of which shall be proposed each year by the Board to the General Assembly for approval.

 TITLE IV – gEnEral ASSEMBLY

 Art. 11. The General Assembly possesses all powers to fulfil the objectives of EDRG and is composed of the ordinary members of EDRG. Associate members may attend a General Assembly but not vote.

 The following powers shall be exercised only by the General Assembly:

      *         Amendments to the constitution;

*         Approval of the annual accounts;

*         Voluntary dissolution of the association;

*         Election of new ordinary members and expulsion of existing members;

*          Election and revocation of the administrators and Officers.

 All other matters shall be the responsibility of the Board.

 Art. 12. The General Assembly shall meet at least once a year. Each General Assembly shall take place on the day, place and hour as indicated in the document calling the meeting. All members shall receive notification of the meeting.

 EDRG shall meet in Extraordinary General Assembly by decision of the Board or on the request of at least one quarter of the ordinary members of EDRG.

 Art. 13. The Board shall notify each member by letter of the calling of a General Assembly, 30 days before the meeting, and the letter shall be signed by the Chairperson or a nominated administrator.

 The letter calling the meeting shall include the agenda.

 Any matter, other than those listed on the agenda, may be discussed and voted upon if at least one third of the members present at the meeting request it.

 Art. 14. The General Assembly shall be chaired by the Chairperson of EDRG or in default, by the Co-chairperson or the Secretary. The Chairperson of the meeting shall appoint a secretary for the meeting, to take notes of discussions and decisions.

 Art. 15. The General Assembly shall be quorate only if at least half of the ordinary members are present or represented by proxy at the meeting. The decisions of the General Assembly shall be made by simple majority vote unless the constitution of EDRG or the law specifically stipulates otherwise.

 The ordinary members have an equal right to vote and any ordinary member, if necessary, may be represented by a proxy who shall be another ordinary member of EDRG. Any one member present at the meeting cannot cast a proxy vote on behalf of more than one absent member, with the exception of the Secretary of EDRG.  The Secretary or, by default, another designated Board member, may cast the written proxy votes of any number of ordinary members with which he/she has been entrusted. The chairperson of the meeting shall have a casting vote, in the event of an equal vote on any resolution.

 Art. 16. The decisions of the General Assembly shall be recorded in minutes, signed by the chairperson of the meeting and one administrator. Those minutes shall be circulated to all members and shall also be available for examination at the registered office of EDRG. The minutes of each General Assembly shall be approved at the next following General Assembly and a copy of the minutes of each meeting shall be circulated to all members of EDRG.

 Art. 17. The accounts shall be closed each year on December 31 and shall be independently audited before presentation to the next following General Assembly for approval.

 Art. 18. In case of voluntary dissolution, the General Assembly shall designate one or two liquidators and determine their powers.

 TITLE V – Modification of the constitution and dissolution

 Art. 19. Without prejudice to article 5 of the law of 25 October 1919, any proposal for amendments to the constitution or for dissolution of EDRG must be made by the Board or an ordinary member of EDRG. 

 Any such proposal of an amendment/proposal for dissolution by an ordinary member must be countersigned by at least two other ordinary members and submitted to the Secretary at least 2 months prior to a General assembly at which the proposal shall be voted upon. 

 A General Assembly may decide validly on any proposal of amendments to the constitution or of dissolution of EDRG only if two thirds of the ordinary members are present or represented by proxy.

 However, if fewer than two thirds of the ordinary members are present or represented by proxy, another General Assembly shall be called on the same basis as already described.  This meeting shall decide definitively and validly upon the proposals deferred from the previous meeting, by a two-thirds majority vote, regardless of the number of ordinary members present or represented by proxy.

 Any amendments to the constitution shall have effect only after approval by Arrêté Royal and, thereafter, shall be published as provided by article 3 of the law of 25 October 1919.

 In all cases of dissolution, at whatever time or for whatever reason, any residual funds, after payment of any debts and charges, shall be transferred to an organisation supporting people affected by dystonia. By default of such a decision, the funds must be transferred to a similar organisation, with similar objectives to those of EDRG.

 TITLE VI – MANAGEMENT

 Art. 20. The association is managed by a Board composed of 8 members, elected by the General Assembly by simple majority vote and chosen from among the ordinary members. Any one country may be represented by no more than three Board members at any time.

 Three months prior to the General Assembly, the Secretary of EDRG shall circulate a request to all ordinary members for nominations for election to fill any vacancies arising on the Board. Contemporaneously, the Board shall also make nominations as it sees fit, and these shall be circulated to all ordinary members.  All nominations from ordinary members must be submitted in writing to the Secretary at two months prior to the General Assembly, with a supporting brief biography. One month prior to the General Assembly, the Secretary shall circulate, to all ordinary members, copies of all valid nominations received together with the accompanying biographies.

 The Board members shall generally be elected for a term of four years and are eligible for re-election once in the same capacity. No person shall be eligible to serve on the Board in the same capacity for more than eight consecutive years. After eight continuous years of service on the Board in the same capacity, he/she may not again be nominated for re-election until at least one calendar year has elapsed.  After eight or fewer continuous years service in the same capacity, an Officer or other Board member may seek election in a different capacity.

 The General Assembly shall choose a Chairperson, Co-chairperson, Secretary and Treasurer, called Officers of EDRG, as well as electing four further Board members

 To provide continuity of experience and service, at the first General Assembly election after the approval of this Constitution, two of the Officers and two of the four further Board members then elected shall serve for a first term of two years only and be eligible for re-election for one further term of four years.  The Board shall decide which of its members shall serve a first term of two years.

 Any Board member may be removed from office by a two-thirds majority vote of ordinary members at a General Assembly.

 Board members who retire shall be deemed to remain in office until their successors are put in place.

 If the Chairperson is absent, his/her functions at a Board meeting shall be assumed by the Co-chairperson or, by default, by another Board member, as agreed by those present.

 Art. 21. The members of the Board shall receive no payment for undertaking their responsibilities, but may receive reimbursement of their travel and other expenses for attending Board meetings and any other services performed on behalf of EDRG.

 In the event of a Board member resigning or otherwise leaving his/her post during a term of office, another ordinary member may be co-opted by the Board to complete the remaining term of office of the member who leaves.  If an Officer resigns, or otherwise leaves office during his/her term, the Board shall decide how best to fulfil that Officer's responsibilities until the next General Assembly.

 Art. 22. The Board shall meet as required, at least once a year, and meetings shall be called by the Chairperson or at the request of at least two other Board members.

 Board meetings shall require a quorum of at least half of the elected present or represented Board members.

 Each Board member may give, in writing or by email or fax, delegated authority to one of his/her Board colleagues to replace him and vote on his/her behalf at Board meetings. The member who is so delegated must be present at the meeting. However, no Board member may represent more than one of his/her colleagues at any one meeting.

 Decisions of the Board are taken by simple majority vote of the members either present or who have given delegated authority. In the case of an equal vote, the chairperson of the meeting shall also have a casting vote.

 The decisions of all Board meetings shall be recorded in minutes, signed by the chairperson of the meeting and one other Board member present. The minutes shall be circulated to all Board members.

 The decisions and actions of the Board shall be communicated regularly to the ordinary members.

 Art. 23. The Board has all powers to raise funds, administer and manage EDRG within the terms of this Constitution and the law, to fulfil the objectives of the association.

 The Board is competent to deal with any issues on behalf of EDRG, in the broadest sense.  Anything which is not specifically the responsibility of the General Assembly by operation of Belgian law or this Constitution, shall be considered to be within the remit of the Board.

 In particular, the Board has power: to make or receive payments or deposits; to acquire, exchange, lease or deal freely with property, whether donated or not, over any term of years, to accept or to receive all real or personal estates; to accept or to receive all official and private subsidies and subventions; to accept or to receive all legacies and donations; to consent to and to conclude all contracts, in any markets or with any companies or individuals; to contract all loans, with or without guarantee; to consent to and to accept all cautions-money and subrogation; to mortgage any property of EDRG; to contract and to administer all loans and advances; to take legal action, to plead before all jurisdictions and to execute or making executed all judgements; to file settlements or agreements, to compromise.

The Board shall, by itself or by delegation, appoint or dismiss professional advisors or employees and personnel of the association and determine their remuneration or fees.

 Art. 24. The Board shall carry out, or cause to be carried out, all activities of EDRG and shall ensure that the decisions of the General Assembly are fulfilled.

 Art. 25. Any documents which commit the association shall be signed by the Chairperson and one other Board member, neither of whom requires to justify his/her power to do so.

 The Board may appoint one or more persons who shall be responsible for administering the day-to-day work of EDRG. The appointed person(s) shall provide regular reports for the Board on the affairs of EDRG and shall present proposals of useful activities to the Board. The appointed person(s) shall supervise and take responsibility for all acts of daily management.  The Board shall decide the limits of and regularly review the power or signing authority of any appointed person.

 Art. 26. The Board shall establish all it considers as necessary (bylaws, etc.). Those documents complement, but do not contravene the statutes.

 Art. 27. Any legal actions as plaintiff or as defendant shall be pursued by the Board represented by its Chairperson or by another Board member appointed by the Chairperson.

 Art. 28. All documents shall be written in English, without prejudice to contrary legal dispositions. The French version of the statutes is the official version.

 TITLE VII – FINANCE AND ACCOUNTS

 Art. 29. The financial year of EDRG shall begin on 1st January and end on 31 December.

 All income and expenses of the EDRG shall be recorded and transacted in a discrete, designated account for which there are no administrative or overhead charges.

 The Treasurer shall prepare the balance-sheet and the accounts which the Board shall then submit to the General Assembly for its approval, following the end of the financial year.

 An annual audit of the books and records of the Treasurer shall be carried out by an independent and qualified auditor.

  TITLE VIII – GENERAL DISPOSITIONS

 Art. 30. The Belgian law of 25 October 1919, as modified at this day, will provide for any matters not covered by the present constitution.

_____________________________  

30 January 2003  

As amended 01 September 2003