§ 1 Name, headquarter and field of activity
The name of the association is “EUROPEAN SOCIETY OF NEUROGASTROENTEROLOGY AND MOTILITY - ESNM” (hereafter “the Association”). Its headquarters is located at Wickenburggasse 1, 1080 Vienna, Austria. The Association is incorporated for an unlimited period of time. It extends its activities throughout Europe.
§ 2 Purpose of the Association
The Society is acting as a non-profit association and has no lucrative purpose as defined by the Austrian Federal Fiscal Code. The purposes of the Society are to enhance research and educational activities in the field of Neurogastroenterology and Motility.
§ 3 Means to serve the purpose of the Association
- The goals of the Society will be achieved by the following ideal means:
The goals of the Society will be achieved by the following material means:
- organisation of events (such as scientific congresses & symposia)
- publication of Journal “Neurogastroenterology & Motility”
- exchange and dissemination of knowledge in the field of Neurogastroenterology
- supporting the care of patients in all sectors of gastrointestinal physio-pathology
- Membership fees
- Money and in-kind donations
- Earnings from society ventures
- Income from the publication of Journal “Neurogastroenterology and Motility”
- Earnings from events (like post-graduate educational activities for young doctors of medicine)
§ 4 Membership
All physical persons holding or training for a PhD or MD who are interested in gastrointestinal motility and neurophysiology of the gut are eligible as members.
The members shall be liable to an annual contribution, the amount of which will be determined by the Steering Committee.
§ 5 Membership application
The Steering Committee will determine the procedure for membership application.
§ 6 Membership termination
- The membership terminates by reason of decease of a member.
- The members may withdraw from the Association at any time. However, residual membership fees have to be paid.
- In the event of the non-payment of the contribution, a member may be considered to have withdrawn.
- The Steering Committee may remove a member from the Association in case of misconduct or malpractice.
- The resigned or removed members, as well as the successors of a deceased member, shall not be entitled to the assets of the Association and they may not claim the restitution or reimbursement of the contribution paid, or of any other contributions or allowances, unless otherwise provided in the bylaws.
§ 7 Rights and Duties of Members
- All members are entitled to attend all meetings of the Association and to use its facilities; voting rights are listed in § 9.
- Members are not allowed to receive payments from means of the Society
- In the event of dissolution of the Society or of resignation of its members, members will only receive the capital share, that they had contributed and the fair market value of their investments in-kind
- The Society my not advantage persons by paying out administrative expenses, not intended for the purpose of the Society or by paying out disproportionately high gratifications.
§ 8 Organs of the Association
- The Organs of the Association are:
- General Assembly
- Steering Committee ("Councillors")
- Court of Arbitration
- The President and the Treasurer shall be appointed for a period of six years. Councillors will be appointed for a two year term. Appointments may be renewed.
§ 9 General Assembly
- The General Assembly meeting shall be held at least every two years and shall be convened by the Steering Committee.
- An extraordinary meeting needs to be held within six months for the following reasons:
- Upon decision of the Steering Committee
- Upon decision of the General Assembly
- Upon written petition of a minimum of 10 % of all members with voting power
- Upon request by the Auditors
- Invitations to the General Assembly meetings need to be circulated by the Steering Committee no later than two weeks prior to the meeting.
- Petitions from the General Assembly to the Steering Committee have to be submitted in written form at least one week before.
- The General Assembly meeting is composed of all members. All members have the right to vote.
- Should less than 50% of the members be present, voting can take place 5 minutes after the official beginning of the meeting, regardless of the number of members present. Votes and decisions are made based on a majority vote. Changes in the statutes require a two thirds majority of vote. In case of a tied vote, the vote of the President prevails.
- The President shall chair all General Assembly Meetings.
- Each member may be represented at any general meeting, but only with a written proxy. Each member may only represent two members.
§ 10 Responsibilities of the General Assembly
The following issues belong to the sole responsibility of the General Assembly:
- dissolution of the society
- change of statutes
- appointing and dismissal of members of the Steering Committee, as well as, the President, Treasurer and Auditors
- approval of budget and accounts
§ 11 The Steering Committee
- 1) The Steering Committee shall be composed of at least five members. This Committee is chaired by:
The President and Treasurer are proposed by the Steering Committee and appointed by the General Assembly for a term of six years. They may be reappointed for a further term subject to the approval of the General Assembly.
- The President
- The Treasurer
The Councillors are proposed by the Steering Committee and appointed by the General Assembly for a term of two years. They may be reappointed. Their mandate shall terminate in the event of the expiration of the term of their mandate or their decease, dismissal, resignation or removal and the expiration of their membership.
- In the event of a vacancy in the Steering Committee, then somebody out of the members of the Association will be co-opted by the Steering Committee to fill the vacancy until the next General Assembly.
- A Steering Committee Meeting is convened by the President, or in case of his being prevented, by the Treasurer, at least once a year. These meetings are headed by the President, in case of his being prevented, by the Treasurer. A member of the Steering Committee may be represented by another member, who may hold one proxy. Committee meetings are only valid if at least half plus one members of the Committee are present or are represented. Decisions of the Steering Committee are made by simple majority of the members present or represented.
§ 12 Responsibilities of the Steering Committee
- The Steering Committee is responsible for the correct and attentive administration of the Association according to these statutes and to the decisions taken by the General Assembly.
- The Steering Committee is entitled to and responsible for:
- Decision on acceptance or refusal of new members
- To ensure that the daily actions of the Association are well-regulated
- Organise educational and scientific events
- Installation and administration of Association accounts and budgets
- To convene a General Assembly and to report to them about the Association’s activities and its financial conduct
- To report changes of the statutes
§ 13 Responsibilities of individual Councillors
- The President that has been elected by the General Assembly acts as the official representative of the Association.
- The Treasurer has to support the President in the administration of the Association accounts. He is responsible for keeping the minutes of the General Assembly meetings and of Steering Committee meetings.
- Any legal or financially relevant documents have to be signed by the President and the Treasurer.
§ 14 Auditors
The accounts of the Association shall be audited by two members of the association.
§ 15 Court of Arbitration
- The Court of Arbitration may be called by the President on the advice of the Steering Committee to resolve all disputes arising within the Association that cannot be resolved by the organs of the Association.
- It shall be composed of five members of the General Assembly. Two of them will be presented to the Steering Committee as the standard members of the Court of Arbitration; these two shall choose a third acceptable to both, who shall act as Chair.
- If no agreement is reached as to the choice of Chair, the choice of one of the alternative proposals shall be determined by lot. The Court of Arbitration shall then decide in matters of dispute as conscientiously as it can without being bound by fixed rules, but, if necessary, by majority vote.
§ 16 Dissolution of the Association
- The Association shall not be dissolved by the decease- or the resignation of members, as long as the number of members shall not be lower than nine. The Association may be dissolved at any time following a decision of the general meeting or a meeting especially convoked for this purpose to hold a written ballot. The decision must be confirmed by two third of the present or represented votes (irrespective of the number of members present).
- A properly qualified lawyer should be appointed as liquidator.
- In the event of dissolution of the Society, magisterial annulment or revocation of the non-profit status, all remaining funds shall be given to the international Red Cross and Red Crescent Movement, according to the non-profit regulations of § § 34 ff of the Austrian Federal Fiscal Code.