CONSTITUTION OF EFNA asbl
Article I – Name and Registered Office
- A non-profit-making association called “EFNA”, being the abbreviation of the words “European Federation of Neurological Associations” or “Fédération Européenne des Associations Neurologiques” (“association”) is created.
This association is governed by the dispositions of Title III of the Belgian Law of June 27, 1921 on non-profit-making associations, the [international] non-profit-making associations and the foundations (hereafter called ‘the law of June 27, 1921’).
- The office of the association is established at EBC Office, Fondation Universitaire, 11 Rue D’Egmont, B-1000 Brussels. It may be transferred, by simple decision of the Board, to any other place in Belgium. This decision will be published in the annexes of the Belgian Official Journal and communicated to the “Federal Public Service of Justice” (Service Public Fédéral Justice).
Article II – Objectives and Duration
- The aims of the association, a non-profit organisation, are:
- to improve the quality of life of those affected by neurological problems or disorders;
- to promote rapid and accurate diagnosis, appropriate treatment and care for people with a neurological illness;
- to promote better access to information which is accurate and readily understandable;
- to promote awareness and understanding of neurological conditions to the public, the authorities and medical corps;
- to eliminate prejudice and discrimination associated with neurological diseases;
- the representation and defence of moral and material interests of the members of the organisation and this, subsidiary and without prejudice to the principal pedagogical and scientific aims of the association; and,
- to increase the priority given to neurology by policy and decision makers and by health care providers.
- The association will co-operate closely with the EFNS (European Federation of Neurological Societies), whilst remaining independent. EFNA does not, and will not, support any particular party, political tendency or religious movement.
- In order to realise its objectives, the association may acquire, receive and manage all personal or real estates, apply for subsidies, receive donations and legacies and dispose of all contributions, grants, loans and other income or funds, whether periodically paid or not.
- The duration of the association shall be unlimited. It can be terminated at any time by a two thirds majority decision of the voting members.
- EFNA may realise its objectives by whichever way it deems most appropriate. It can, inter alia, organise all actions and activities which contribute to the advancement of neurology and related areas through:
- the European Commission, the European Parliament and any EU or other international institution or association or entity;
- collaboration with health professionals;
- collaboration with related organisations;
- organisation of conferences;
- preparation of guidelines on the optimum management of neurological conditions;
- collaboration in the organisation and promulgation of international research projects;
- collaboration in the establishment of registers and other databases of centres of treatment, teaching and research in the neurological conditions;
- publication of newsletters, a directory of members and other publications including the development of electronic media;
- campaigning at a European level;
- assisting in the development of patient support organisations; and,
- any other activities the General Assembly may deem appropriate.
Article III – Members
The members of EFNA shall be European patient support organisations that uphold aims similar to those of EFNA and that are legally constituted following the laws and customs of their country of origin. There are 3 categories of EFNA members: voting members (“VM”), non-voting members (“NVM”), and special members.
- The number of VM shall be unlimited, but shall not be less than three.
- The VM are the founding members of EFNA and subsequently elected VM. They must be European neurological patient support organisations that are legally constituted following the laws and customs of their country of origin. Any organisation applying for VM shall send to the Board its constitution and any other documents to enable the Board properly to consider the application. The Board shall propose acceptance or rejection of the application to the next following General Assembly. At that General Assembly, it shall vote on the acceptance or rejection or delaying a decision on of new applications. For a membership application to be accepted, it shall be approved by a majority of two thirds of the VM that are present or represented by a proxy who shall be a voting member at the General Assembly.
- The NVM are: non-European neurological patient organisations; neurological patient organisations representing a limited number of patients affected by a neurological disorder where there is no European umbrella organisation; and, groups or associations which are not yet legally constituted but are recognised following the laws or customs of their country of origin. Applications for NVM membership shall be approved by the same procedure as for VM membership.
- Special members are: individuals or organisations who have provided outstanding support to the aims and objectives of EFNA. They are elected by the General Assembly by a two thirds majority of the VM attending or being represented by proxy on the proposal of the Board.
- Each member organisation shall nominate an appropriate, well qualified, representative of their organisation as their EFNA delegate and who shall represent its organisation in EFNA and, in particular, at the General Assembly.
- Any member is free to resign from the association by submitting its resignation to the Board in writing. Such resignation shall take effect immediately once any outstanding membership fees have been paid. Until that time the leaving member remains fully liable for any obligations of membership.
- The removal of a member may be proposed by the Board, after having heard, or given the opportunity to be heard, any observations of the member concerned. The final decision to require a member to leave the association shall be taken by the General Assembly, by a two thirds majority of the VM attending or being represented by proxy. Such decision may, inter alia, be proposed and decided if a member fails to pay its annual dues or if it no longer fulfils the stated requirements for membership.
- Any member which is liquidated, de-registered or ceases to exist as a legal entity or who no longer belongs to the association has no rights to any part the funds of EFNA.
- Membership fees shall be determined each year by the General Assembly on the proposal of the Board.
- Members shall have no personal liability for the financial obligations of the association.
Article IV- General Assembly
- The General Assembly possesses all powers to permit the realisation of the objectives of the association. It shall be composed of the VM. NVM and specialmembers may attend the General Assembly in a consultative capacity but not vote.
- The following are reserved to the competence of the General Assembly:
- any amendments to the constitution;
- the approval of the annual accounts;
- the voluntary dissolution of EFNA;
- the expulsion of members and the election of new members;
- the election and expulsion of the members of the Board.
All other matters shall be the responsibility of the Board.
- The General Assembly shall meet at least once a year. All members shall be informed of the place, date and hour of the meeting (“convocation”). The Board shall convoke the meeting by ordinary letter or e-mail, addressed to each member, at least sixty days before the meeting, signed by the Secretary General or failing, a member of the Board. The convocation shall include all materials required by law, including the agenda, proposed resolutions and essential background/working documents.
- The association may meet in Extraordinary General Assembly if decided by the Board or at the request of not less than one quarter of VM. Any Extraordinary General Assembly shall be convoked with at least 20 days notice before the meeting.
- One third or more of the VM may, in writing within 20 days of the issuance of the convocation, require the Board to add matters to the agenda and propose resolutions to be adopted. The Board must communicate the consequential modifications to all the members 15 days before the meeting in question.
- The General Assembly shall be presided over by the President of the Board or in default, by the Vice-President or, in default, by any other member of the Board or, in default, the delegate of any VM. The Secretary General shall take minutes of the meeting.
- The General Assembly shall be quorate if at least 50% of the Voting Members are present or represented by proxy. The decisions of the General Assembly shall be made by a simple majority vote unless the constitution or the law specifically stipulates otherwise.
- Each VM has the right to be represented by a proxy chosen from among the VM of the association. Each member can not cast a proxy vote on behalf of more than one member. A proxy vote shall be valid only if it is given in writing by ordinary mail, fax or email, and presented to the meeting.
- The President shall have a casting vote, in the event of an equal vote on any resolution.
- Decisions of the General Assembly shall be recorded in formal minutes, signed by the person presiding at the meeting and by a Board member. The original of the minutes shall be retained at the registered office where every member shall be entitled to inspect the same without removing any of the documents. The minutes of a General Assembly are approved at the following General Assembly and a copy of the minutes shall be circulated to the members by ordinary mail, fax or email.
- The accounts for the financial year shall be closed each year on the 31st December. They shall be presented to the next following General Assembly for approval, after having been the subject of proper scrutiny by an independent and qualified financial accountant. In case of voluntary dissolution, the General Assembly shall, if required by law, designate one or two liquidators and determine their powers.
- Without prejudice to articles 50 53, 55 and 56 of the law of June 27, 1921, each proposition that shall call for an amendment to the constitution or shall call for the dissolution of EFNA must be made by the Board or by a voting member of EFNA. The Board shall submit the proposal to the Secretary-General at least 60 days prior to the General Assembly at which the proposal shall be voted upon. The Secretary General shall send the proposal in writing to the voting members of EFNA with the letter calling the meeting at which the proposal shall be voted upon. The General Assembly may validly decide on any proposal for amendments to the constitution or for dissolution of the association only if two thirds of the voting members are present or represented by proxy at the General Assembly.
- If fewer than two thirds of the delegates of VMs are present or represented by proxy, a new General Assembly shall be called on the same basis as previously described. This meeting shall decide definitively and validly upon the proposals by a two thirds majority vote regardless of the number of voting members present or represented by proxy.
- The amendments of the constitution shall have effect only after approval by the competent authority in conformity with article 50, 53 of the law of June 27, 1921 and after publication in the annexes to the Belgian Official Journal according to article 51, 53 of this law.
- In case of dissolution, at whatever time or for whatever reason, the residual funds of EFNA, after payment of any debts and charges, shall be transferred, following a decision of the voting members by simple majority vote to an organisation of good standing having similar objectives to EFNA or, by default, to a private non-profit-making corporate body with disinterested objectives.
Article V – Administration
- The association is managed by a Board comprising not less than five delegates of VMs elected by the General Assembly by a simple majority vote and chosen from among the candidates proposed by VMs. Each Board member shall be a representative of a voting member organisation of EFNA and shall be the nominated candidate and General Assembly voting delegate of that member organisation. No organisation shall have more than one member on the Board of directors.
- Sixty days prior to the General Assembly the Secretary-General of EFNA shall ask VMs by letter to submit their nominations for Board members to the Secretary-General at the latest 40 days prior to the General Assembly. A short biography of the candidate shall be attached to the application. Thirty days prior to the General Assembly the Secretary General shall circulate to all VMs a copy of all valid nominations. The Board shall decide the validity of nominations in strict accordance with the Constitution.
- Board members shall be elected for a term of two years and are eligible for re-election once. After four continuous years of service on the Board, he/she may not again be nominated for re-election as a voting Board member until at least one calendar year has elapsed.
- All acts established in conformity with the law and concerning the election, the revocation and the cessation of the functions of the board members or of the persons entitled to represent EFNA, are communicated to the Federal Public Service of Justice in order to be deposited in the file and are published, at the association’s costs, in the annexes to the Belgian Official Journal.
- a). The Board shall review the nominations for new Board members and shall make a recommendation to the General Assembly which shall, however, not be bound by the Board’s recommendation.
b). In the event of a Board member, or the representative of that member, not completing their mandate the member in question may propose another representative satisfactory to the Board and approved at the next following General Assembly for the balance of the term of the representative that they replace.
If no such replacement is upon request proposed within 90 days of a member representative giving notice that they intend to step down then members may nominate a new Board member for election at the next following General Assembly for a full 2 year term.
- Any Board member may be removed by the General Assembly by a two-thirds majority vote of the VM who are present or are represented by proxy.
- The Board shall choose from among its members a President, Vice-president, Secretary-General and a Treasurer. If the President is absent from any meeting, his/her functions shall be assumed by the Vice-President or, in default, by any other Board member present. In the event of a vacant post occurring during a year, an interim Board member may be appointed by the Board of Directors who shall fulfil the mandate.
- The Board may co-opt up to 4 persons to provide otherwise unavailable skills there shall be no limit to their term but may not vote. Their appointment must be approved at the next following General Assembly.
- The Board shall meet as required, but at least twice a year, at the request of at least two members of the Board or the President. The convocations shall be by ordinary letter, fax or e-mail.
- The Board may deliberate and vote validly only if at least half of its members are present or represented. Each Board member may give a proxy in writing (mail, fax or email) to a fellow Board member, to vote on his/her behalf. No Board member may hold more than 1 proxy.
- Decisions of the Board shall be taken by simple majority of those present or represented by proxy. In the case of an equal vote, the president shall have a casting vote.
- At the next Board meeting the minutes of the previous meeting shall be approved and signed by the President of the meeting and one of the Board members and shall be kept in a register. This register shall be kept at the registered seat of EFNA. The minutes shall be regularly circulated to the voting members and shall be considered as a form of regular notification of the decisions of the Board.
- The Board shall have all powers and all authority to decide and implement all of the Board’s acts in pursuance of the objectives of the present constitution. The Board is competent to deal with any issues on behalf of EFNA, in the broadest sense. All matters not expressly reserved by the law or the constitution to the General Assembly shall fall under the competency of the Board. The Board shall carry out or cause to be carried out, all activities of EFNA and shall ensure that the decisions of the General Assembly are fulfilled. The President, Treasurer and the Executive Director of EFNA are authorised to represent the association at the bank, currently KBC. Any one of these individuals can solely authorise a transaction to a maximum of 1500euros. Higher amounts require the signature of at least two persons. The Executive Director receives from this association a limited power of attorney, valid until its revocation, to represent the association at the bank.
- Board members and co-opted board members shall be re-imbursed their reasonable expenses incurred in the execution of their duties, against expense vouchers. Members may be similarly re-imbursed when carrying out activities requested of them by the Board. Board members shall not be remunerated by EFNA, however the Board may agree that any of its members may act as a remunerated consultant on any EFNA third party wholly or partly financed project provided the remuneration is agreed to by the entity financing the project and payment comes from funds specifically designated to the project in question. Co-opted Board members may be remunerated where the Board so decides.
- Any documents which formally commit the association legally or financially shall be signed by the President and one other board member, neither of whom requires to justify his/her power to do so.
- The Board shall, if necessary, establish any bylaws it shall consider necessary for the proper functioning of the association.
- Any legal action as plaintiff or as defendant shall be pursued by the Board represented by its President or by one Board member appointed by the President for that purpose.
- All documents shall be written in English. However, the official language of the association is French. In case of a conflict between the English and French version of a document, the French version shall prevail.
- Board members shall be subject to strict confidentiality in relation to their EFNA activities. Where the deliberations of the Board, or documents it reviews, are stated to be, or identified as, confidential any breach of that confidentiality will entitle the rest of the Board, by simple majority vote to request that Board members association to replace that Board member.
Article VI – Budget and Accounts
- The financial year shall commence on 1st January and ends on the 31st
- According to article 53 of the Law of June 27, 1921, the annual accounts for the FINANCIAL YEAR just completed and the budget of the next financial year shall be prepared each year by the Board and are submitted for approval to the General Assembly at its following meeting.
- The books and records of the treasurer shall be annually the subject of a proper scrutiny by an independent and qualified financial accountant. The accounts are communicated to the Federal Public Service of Justice in conformity with article 51 of the law.
Article VII – General dispositions
- The dispositions of Title III of the law of June 27, 1921 will provide for any matters not covered by the present constitution, especially the publications in the annexes to the Belgian Official Journal.
- Where the circumstances justify it, as an alternative to physical meetings, any meeting may take place by telephone, e-mail or video conference. Convocation and other provisions concerning physical meetings shall apply.