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Statutes

Currently the Fertility Europe Statutes have been adjusted to the Belgian legislation.

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ARTICLES OF ASSOCIATION

I. DENOMINATION, REGISTERED OFFICES, PURPOSE

Article 1

The association named “FERTILITY EUROPE” (hereafter referred to as the “Association”) is incorporated according to the Belgian law of 25 October 1919 as amended by the law of 6 December 1964, currently abolished pursuant to article 67 of the law of 2 May 2002 regarding non-profit associations, international non-profit associations and foundations.

Article 2

The registered office of the Association is currently located at Fertility Europe, Avenue de l’Andalousie 8, boite 20, 1140 Evere, Belgium. The registered office can be changed by an ordinary decision of the Executive Committee, published in the annexes to the ‘Moniteur belge’.

Article 3

3.1 The purpose of the Association is:
1. to build a strong cross border network among European patients and professionals in order to achieve the exchange of best practise;
2. to promote education in the field of protection of reproductive health and a pro-active approach to family planning;
3. to improve the rights of those affected by difficulties in conceiving in areas such as, inter alia,:
a) access to high quality infertility investigation, treatment, support and guidance,
b) reduction of multiple births,
c) full information on all assisted conception/reproduction treatment possibilities and the right to accept or to reject treatment without any discrimination,
d) cross border reproductive care.
4. to encourage and assist further research in its broadest sense into fertility/infertility and its various effects;
5. to persuade European officials to take responsibility for guaranteeing the right to access to quality fertility treatments and for educating teenagers/adults about how to protect their fertility and prevent infertility.

3.2 The Association also aims at:
1. promoting discussion and information on the following aspects of fertility: equity of access to treatment, involvement of those treated, community awareness, EU health policy, psycho-social, ethical and cultural aspects, involuntary childlessness, rights/welfare of children conceived through ART, European information platform/point or reference, public discussion, evolving ART techniques/proven results, legislation and professional guidelines;
2. communicating the views of patients, as stakeholders in the European healthcare debate, by means of a broad, truly representative and independent patient group resource;
3. providing patients’ organisations with a forum so as to encourage the exchange of best practices among the national patients‘ organizations in order to enable a harmonious increase in their level of reputation, accountability, effectiveness and professional competence;
4. enhancing and supporting cooperation and exchange of experience between patients’ organizations and professionals;
5. co-operating in the formation and execution of joint projects aimed at improving awareness on fertility issues and the situation concerning the rights of those affected by difficulties in conceiving.

3.3 The Association may engage in any activities to achieve the objectives detailed above.

3.4 In the context of this document the expression “Europe” and “European” is deemed to include or refer to the Member States of the European Union and the following countries: Norway, Iceland, Switzerland, Andorra, Monaco, Liechtenstein, San Marino, Croatia, Bosnia, Serbia, Montenegro, Albania, Republic of Macedonia, Moldova, Russia, Belarus, Ukraine, Kazakhstan, Azerbaijan, Georgia, Turkey and Israel.

II. MEMBERSHIP

Article 4

4.1 The Association shall have three categories of Membership: Effective Membership, Associate Membership and Candidate Membership. The Association aims at being as transparent, democratic and inclusive as possible.

4.2 Effective Members
Effective Members shall consist of non-profit making associations or organized groups based in Europe that provide those having difficulties in conceiving with information, emotional and/or psychological support, facilitate and encourage the exchange of information and mutual support and fulfil the following criteria: Legal status as non-physical legal entity;
• Legitimacy. Effective Members should have bylaws/articles of association and be registered in one of the European States;
• Democracy. Effective Members should have governing bodies which are elected by their Members who shall be patients, their carers or their elected representatives;
• Transparency. Effective Members should disclose their source/-s of funding and generally their relationship with persons or entities with a potential conflict of interest. They should also make their accounts available;
• Representation. Effective Members should demonstrate that, in the two years preceding their application, they have been active in the field of providing those having difficulties in conceiving or advocating for the improvement of their rights with information, emotional and/or psychological support;
• Accountability and consultation. Statements and opinion of Effective Members should reflect the views and opinions of their Membership and consultation procedures with those Memberships should be put in place.

4.3 Candidate Members
Non-profit making associations or organized groups based in Europe that provide those having difficulties in conceiving with information, emotional and/or psychological support, facilitate and encourage the exchange of information and mutual support who do not meet the Effective Membership criteria but intend to meet such criteria in the foreseeable future can apply as Candidate Members. The transitional Membership of Candidate Members is a maximum of 2 years.

4.4 Associate Members
Natural persons or organized entities based in Europe with a significant background/experience in the field of fertility/infertility can apply to become an “Associate Member” of the Association.

Article 5

Membership of Effective Members shall be approved by the Council with a simple majority.
Membership of Candidate Members and Associate Members shall be approved by the Council with a qualified majority of two thirds.

Article 6

6.1 Related to activities of Fertility Europe, Members of the Association shall be bound by the provisions of this Articles of Associations and by any other rule or regulation duly adopted by the Council.

6.2 Members shall be required to pay an annual fee as determined by the Executive Committee.

Article 7

7.1 Only Effective Members are entitled to vote at the Council.

7.2 Candidate Members and Associate Members will have no voting rights but will have the right to participate in the Council.

Article 8

8.1 Membership of the Association shall terminate by voluntary withdrawal or for cause, as set out in the present clause.

8.2 Withdrawals shall be effective upon notice sent by electronic means to the Chairperson of the Council.

8.3 A Member is de jure no longer a Member of the Association if the Membership contribution has not been paid for one year.

8.4 Membership of the Association shall be terminated:
a) for dissolution of a Member;
b) by exclusion decided by the Executive Committee on severe grounds such as a significant conflict of interest with the general policy of the Association or by behaviour which is detrimental to the best interests of the Association or which brings its reputation into disrepute;
c) by decision of the Executive Committee in the event of non-payment of the financial contribution within six (6) months of the renewal date.

8.5 The Member concerned shall first be offered the opportunity to give explanations. The decision of the Executive Committee shall be adopted with a majority of two thirds and shall be subject to appeal before the Council.

8.6 Any other reason for termination of a Member from the Association will be decided upon by the Council on recommendation of the Executive Committee with a majority of two thirds. The Executive Committee adopts such recommendation with a simple majority. The Member concerned shall first be offered the opportunity to give explanations. The decision of the Council shall not be subject to any appeal.

8.7 All rights, privileges, and interests of a Member in or to the Association, including rights in the assets thereof, shall cease on termination of Membership

III. THE COUNCIL

Article 9

9.1 The Council shall consist of all Members of the Association and it has all powers to realise the objectives of the Association, including, inter alia:
• the establishment of an annual budget;
• the approval of the accounts and of the annual report of the Executive Committee;
• the appointment and discharge of the Members of the Executive Committee in accordance with the procedure set out in Article 13;
• the amendment of the Articles of Association and the adoption and amendment of any other rules or regulations needed for the management of the Association in compliance with its objectives and values;
• the appointment of external and independent auditors;
• the approval and dismissal of Members as set out in Article 8

9.2 Only the Effective Members have the right to vote.

9.3 Each legal entity Member of the Association has one vote and should authorise such person as it sees fit to act as its representative with the right to attend and vote on its behalf at any meeting of the association. Each Effective Member attending a meeting can not hold more than one proxy.

Article 10

10.1 The Council shall meet at least once a year and shall be presided upon by the Chairperson of the Executive Committee. The Vice Chairperson of the Executive Committee will preside upon the meeting in the absence of the Chairperson. Otherwise, another Member of the Executive Board can hold Chairmanship.

10.2 An Effective Member may be represented by another Effective Member pursuant to a written proxy delivered to the Chairperson prior to the opening of the meeting. An Effective Member who has delegated another Member to act as its proxy may still send a representative to the meeting, however the representatives attendance at the meeting cancels the proxy.

10.3 Notice of the Annual meeting shall be given by the Chairperson of the Executive Committee, by electronic means at least sixty (60) days prior to the date of the meeting. The notice of the meeting shall indicate the date, country and place of the meeting as well as its agenda and include the text of any proposal upon which a decision of the Council shall be sought. Additional proposals and resolutions can be brought forward in the meeting if at least one third of the Effective Members submit a signed resolution by letter or electronically to the central office thirty (30) days prior to the date of the meeting at the latest. Such proposals and resolutions shall be communicated to all Members at least ten (10) days before the meeting.

10.4 Extraordinary meetings of the Council can be convened if a proposal thereto, signed by at least one half of the Effective Members, is presented to the Chairperson. This meeting cannot take place any later than hundred and twenty (120) days after the receipt of the proposed resolution. Extraordinary meetings of the Council may be also held at the initiative of the Executive Committee. The convening of such extraordinary meetings shall follow the rules set out in clause 10.3.

10.5 The Council shall be validly constituted and authorized to take resolutions if at least one-half of the Effective Members are present or represented. If such quorum is not reached, the person presiding over the meeting may suspend the meeting until such quorum is reached, or shall adjourn the meeting to a later date within ten (10) days of the original meeting. The new meeting shall have the same agenda and shall be validly composed if at least one-fourth of its Members are present or represented. If all Members are present or represented at the meeting of the Council and all agree, they may modify the agenda or add other points to it.

10.6 Apart from the exception mentioned in the present Articles of Association, all questions arising at any meeting shall be decided upon by a simple majority of those present and entitled to vote. Voting shall be by a show of hands only unless a ballot is demanded by not less than two thirds of the Members present and entitled to vote. In case of an equality of votes, the Chairperson shall have the casting vote.

10.7 The resolutions of the Council shall be recorded in a minute book signed by the Chairperson and those Members who so wish, and shall be kept at the disposal of the Members. The minutes will be communicated to the Members and published on the website of the Association.

IV. AMENDMENT OF THE ARTICLES OF ASSOCIATION AND THE DISSOLUTION OF THE ASSOCIATION

Article 11

11.1 A proposal dealing with an amendment of the present Articles of Association or the dissolution of the Association shall emanate from the Executive Committee or from a quarter or more of the Effective Members. Except in the case of urgency, the Executive Committee shall give at least sixty (60) days prior notice to the Members of the date of the extraordinary Council meeting, which shall deal with said proposal as well as of the details of such proposal. The extraordinary Council meeting may deliberate and decide validly only if two-thirds of all Effective Members are present or represented; any resolution to amend the Articles of Association must be adopted by a majority of three quarters of the votes cast. If this two-thirds quorum is not reached at such meeting of the Council, a new meeting of the Council shall be convened in accordance with the conditions outlined above. This meeting will have the power to decide definitely and validly on the points of the agenda, irrespective of the number of Members present or represented. Arbitration on matters relating to the Articles of Association shall be according to the procedure duly adopted by the Council.

11.2 Amendments to the Articles of Association will enter into force as soon as all legal formalities have been complied with.

11.3 The text of these Articles of Association shall exist in English.

11.4 The Council will establish in which way the Association is dissolved and liquidated.

V. THE EXECUTIVE COMMITTEE

Article 12

12.1 The Association shall be administered by the Executive Committee, consisting of 5 Members and 2 deputies.

12.2 The Members of the Executive Committee shall be natural persons.

12.3 Each Member of the Executive Committee shall be a Member of an Effective Member.

12.4 There cannot be more than one Member from the same country at the same time in the Executive Committee.

12.5 All Members of the Executive Committee shall serve for a period of three years but shall be eligible for re-election twice.

12.6 The Chairperson, the Vice Chairperson, the Secretary and the Treasurer shall be elected by the Executive Committee from among its Members at the first meeting following their election to the Executive Committee.

Article 13

13.1 The Executive Committee shall be elected every three (3) years. The Members of the Executive Committee will be appointed by the Council of the Association at the Annual meeting of the Council accordingly the following procedure:
a) invitation to propose up to five (5) candidates shall be sent to all the Effective Members by the Executive Committee by electronic means, at least ninety (90) days before the date of the Annual meeting. Such invitation shall also be published on website of the Association with the same deadline.
b) lists of proposed candidates shall be sent to Secretary by Effective Members by electronic means at least sixty (60) days before the date of the Annual Meeting;
c) the Executive Committee shall make a full list of all proposed candidates. Such list shall be sent by the Chairperson of the Executive Committee, by electronic means at least thirty (30) days before the date of the meeting, to all the Effective Members;
d) at the Annual Meeting each Effective Member can vote for maximum five (5) candidates from among the list;
e) the five (5) most voted candidates form the new Executive Committee;
f) in case an elected candidate refuses to accept, the first of the non-elected candidates shall become a Member of the Executive Committee;
g) in case there two or more persons from the same country among the elected candidates, the one who receives the highest number of votes shall become a Member of the Executive Committee and the first of the non-elected candidates shall replace the others;
h) in case of ex aequo votes for different candidates, the council shall proceed immediately to a second ballot to choose the elected candidate;
i) the results of the elections will be published on the website, by mentioning the amount of votes each candidate has received, not mentioning who voted for whom;
j) the elected Executive Committee starts its function immediately after the Annual Meeting.

13.2 Membership of the Executive Committee may at any time be revoked for serious reasons by the Council by a vote of at least two-thirds of the Effective Members present or represented.

Article 14

14.1 In addition to the powers specifically provided for in the present Articles of Association, the Executive Committee shall have all powers of management and administration, subject only to the powers reserved for the Council.

14.2 The Executive Committee may delegate the day-to-day management to one or more officers. Matters other than day-to-day management are the responsibility of the Chairperson and Executive Committee.

14.3 The Executive Committee, under the direction of the Chairperson, shall:
a) prepare the agenda of the meetings of the Council;
b) prepare and approve the annual budget proposal to be submitted to the Council during the Annual meeting;
c) submit an annual report on the activities of the Association to Council during the Annual meeting;
d) submit to the Council the annual accounts of the Association;
e) fix the amount of the annual contribution of the Members;
f) set up working groups that it may deem necessary to assist in performing the activities of the Association.

14.4 The Executive Committee shall be responsible to keep the accounts of the Association. The Members of the Executive Committee shall be entitled at any time during the term of their office to consult the books and records of the Association and to request from the Chairperson, information on the financial position of the organisation.

14.5 The Executive Committee can, under its own responsibility, assign special and specific powers of attorney to one or more persons.

14.6 Judicial claims, both as plaintiff and defendant, will be entered, defended and expedited by the Executive Committee, represented by its Chairperson or another manager appointed by the latter.

14.7 The Executive Committee is authorised to carry out all acts necessary for the disposal, management and consignment of movable and immovable objects.

14.8 The Association is legally bound by the Executive Committee

Article 15

15.1 The Executive Committee will meet at least 4 times a year of which at least one meeting in person, subject to affordability. It shall also meet upon specific notice of its Chairperson or upon request of at least one-half of its Members. It will meet at times and places and in a manner, including teleconferences, of its own choosing and determine its agenda and procedures.

15.2 One third of effective Members can submit motions that must be discussed by the Executive Committee, provided that the signature of each such Member has been obtained ninety (90) days in advance.

15.3 Notice of any meeting of the Executive Committee shall be given in writing to its Members at least ten (10) days prior to the date of the meeting, except in case of urgency.

15.4 A quorum for meetings of the Executive Committee shall exist if a majority of the Members are present. If such quorum is not reached, the meeting shall be adjourned until a quorum is present.

15.5 A resolution of the Executive Committee shall be taken by simple majority vote of the Members who are present or represented. In the event of a tied vote the Chairperson of the meeting shall have a casting vote.

15.6 The resolutions shall be recorded and kept both electronically as well as in hardcopy.

VI. MANAGEMENT OF THE ASSOCIATION

Article 16

16.1 The Association shall operate accordingly to the following fundamental principles: Democracy, Transparency and Accountability, Independence and Autonomy, Responsibility, Truthfulness and Legality, and Cooperation beyond Boundaries.

16.2 The Association will operate with the aim of maximising the opportunities of cooperation, mutual support and exchange between all Members.

16.3 The Executive Committee shall consult all the Effective Members and their representatives to obtain their views on any statements being made on behalf of the Association.

16.4 Where the views of Effective Members on any position statement are divided this will be reflected in the final statement.

16.5 The views of Candidate Members and Associate Members are welcome and will also be taken into consideration but they are not bound by the Association.

VII. RESOURCES, BUDGET AND ACCOUNTS

Article 17

17.1 The resources of the Association shall be Membership fees, donations from organizations, sponsorship or subsidies granted by any kind of public authority or entity (including the European Union) in accordance with clause 17.2.

17.2 The Association will ensure that sponsorship received from corporate organisations and individuals is transparent. Sponsors will have no influence on the work of the Association and they cannot be a Member of the Council of the Association or of any working group of the Association itself.

17.3 The Executive Committee is responsible for and approves all expenses including contributions to travel and accommodation expenses of Executive Committee members and of Member association representatives.

Article 18

The bookkeeping is done for periods of one calendar year, starting 1st of April until 31st March the following year. The Executive Committee is considered to present the financial balance of the previous year and the budget for the following year for approval to the Annual meeting of the Council.

VIII. COMMUNICATION

Article 19

19.1 Except in the cases set out in these Articles of Association, the Association will communicate with the Members by electronic means. News and minutes will also be published on the website of the Association.

19.2 Unless otherwise provided by the applicable laws, all the communications, registrations, minutes and any other document relevant to the management of the Association and its relations with the Members shall be in English. In case the use of a different language is required by law, an English translation of such documents will be at Members’ disposal.

These statutes were approved at the Council meeting in Münich, Germany on 1st July 2014

 

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