Title I. Name, registered office, object, duration
Name and legal form
Art. 1. The name of the international association is: IVZW European Tissue Repair Society.
The international association reserves the right to use the abbreviation “ETRS” in all its instruments, invoices, announcements, editions and other documents issued by the association.
All instruments, announcements, notices and other documents issued by the international association contain the name of the international association immediately followed by the abbreviation I.V.Z.W. and they also all mention the association’s registered office.
The Registered Office
Art. 2. The registered office of the international association is established in the district of Ghent, De Pintelaan 185, at 9000 Ghent (Belgium).
Objects and activities aiming at achieving the object
Art. 3. The international association’s object is to enhance the learning and research in the area of the development of tissue repair by applying scientific methods and medical observations and by dispersing the obtained scientific information through various means of communication.
The tissue repair process includes any interruption of the continuity of any tissue in any multicellular organism and within the scope of any aetiology.
The applied scientific methods and medical observations include all research methods applied in biology and medicine.
The means of communication include all methods enabling the verbal or written exchange of information.
The international association can perform any action directly or indirectly related to its object. It can render assistance and pay attention to any activity similar to its object. The international association can own any moveable and immoveable necessary for the achievement of its object, in the capacity of usufructuary or owner.
Article 4. The duration of the international association is indefinite.
Title II. Members
Art.5. The number of members is indefinite but there must be at least three members, which all are either:
Acting members or acceded members.
The acting members are the founders of the IVZW and the ones accepted as such by the general meeting, in principle they are the only ones with voting rights at general meetings.
All the other members are acceded members and they can be either active members or honorary members.
Qualifications for memberships
Art. 6. Any natural person or association with or without legal personality can be admitted to the international association in the capacity of active member. The Executive Board defines qualifications for membership and decides autonomously on each request for membership. It does not have to substantiate its permission or refusal
Candidates for active membership apply in writing to the Executive Board.
An honorary member will only be admitted by the Board of Administration when proposed by one or by various members. The statute of honorary member is granted in recognition of services rendered to the international association.
When joining, the members accept the articles of association and if applicable, the internal
regulation. The members will gear their behaviour to these principles and they commit themselves not to act contrary to the international association’s object or not harm in any way the international association.
Resignation – exclusion – compensation
Art. 7. The membership of the member legally ends when the member deceases.
A member can at any time resign from the international association. The resignation must be submitted in writing to the Chairman of the Executive Board and it cannot be refused.
Any member, who has not paid the membership fee after a second reminder, will be considered to be a resigning member.
In case of resignation the resigning member has to observe a term of notice of 3 months.
Can be excluded form membership, those members taking a dishonourable action and/or seriously harm in any way the interests of the international association. The exclusion will be decided in the general meeting by a two-thirds majority vote of the present or represented members with voting rights and this after having heard the member concerned who has given the necessary explanation.
A member ceasing to be a member of the international association is not able to lay any claim on the assets, nor can he re-claim the already paid membership fees.
Payment of the membership fees
Art. 8. All members pay a membership fee to the international association which will be used to achieve the international association’s object.
The membership fee is fixed by the annual general meeting and shall not exceed 250 € per year and per person or per associate member.
Title III. Managing body
Art. 9. The managing body of the international association is the Executive Board. The Executive Board consists of minimum 3 directors, which are members of the international association. The managers are appointed by the general meeting for renewable periods of five years. The managers do not personally commit themselves in relation to the undertakings made by the association.
Art. 10. The Executive Board manages the affairs of the international association and represents the association in each judicial and extrajudicial action. The Board has full powers and is empowered for all affairs not explicitly reserved by law or by the present articles of association to the general meeting. The Board appoints one director charged with the day-to-day management. The Executive Board acts as plaintiff or defendant in all lawsuits and decides on whether to accept the legal remedies or not. The Executive Board issues all internal regulations it considers necessary or useful.
Art. 11. The Executive Board can choose between its members a chairman, a vice-chairman, a secretary, a treasurer and any function indispensable for the good functioning of the international association. In the absence of the chairman, the Board is chaired by its secretary.
Art. 12. The Executive Board is convened by the Chairman or by two managers.
The meetings of the Executive Board are held inside or outside Europe. The Executive Board assembles at least once a year. When necessary these meetings of the Executive Board can be held by means of conference call/internet.
The notification of the meetings of the Executive Board shall be sent to all members of the
international association by letter, fax, electronic mail or any other means of communication. The notifications shall be sent at least 14 days before the meeting is held and they should state the agenda.
Art. 13. The Executive Board can only deliberate validly when the majority of the managers are present or represented. Each member of the Executive Board has one vote. The decisions are taken by simple majority of votes. In the case of equality of votes, the vote of the Chairman or of his substitute is decisive. When necessary, voting at the meetings of the Executive Board can be done by means of conference call/internet.
In case of urgency, the decisions of the Executive Board can also be taken validly outside a meeting. In that case all members of the Executive Board must have been informed in writing, by letter of by email, and in detail about the decision(s) to be taken and they must, equally in writing, by letter or by email, give their authorization and describe the nature of their decision. Any decisions taken in this way always have to be confirmed during the next general meeting of the Executive Board.
A member can be represented at the meetings of the Executive Board by another member of the Executive Board by means of a written power of attorney. A member of the Executive Board can only hold maximum two powers of attorney.
Of each meeting minutes shall be drawn up, which shall be signed by the Chairman and the secretary. In the absence of these managers, two other managers can validly sign these documents.
Art. 15. Managers acting on behalf of the international association do not have to give any proof of any decision or power of attorney in relation to third parties.
Art. 16. The minutes and decisions taken by the Executive Board and the general meeting and the membership register, and all accounting documents can be consulted at the registered office.
Title IV. Members of the Executive Board
The members of the Executive Board are elected – and if need be dismissed – by and during the annual general meeting.
The Chairman conducts all meetings and gatherings of the “IVZW ETRS” and chairs them.
The secretary replaces the chairman and conducts the meetings in case the chairman is absent. He is responsible for sending in time the notifications of the Board meetings and for taking down the minutes of such meeting and for all tasks assigned to him/her by the Executive Board.
The treasurer keeps the assets of the international association and he enters all revenues and expenses in the books of “IVZW ETRS”. He/she invests the capital of the international association as instructed by the decisions taken by the Executive Board. He/she does payments under the authority of the Executive Board and hands over financial reports of all transactions in his/her capacity of treasurer and of the annual accounts to the Chairman. These are submitted for approval to the annual general meeting and signed by two separate active members.
One year before the end of the mandate of the chairman a new chairman is elected by the Executive Board. Candidates for the chairmanship have to make themselves known to the secretary, at least two weeks before the next Board meeting. The election is done by secret ballot. In case of absence a manager can be represented by means of a written power of attorney. A member present at the Board can only hold two powers of attorney. In the case of equality of votes a new ballot will be held and this as long as a decision can be taken by majority of votes.
The result of this election shall be submitted to the general meeting for ratification.
Title IV. Day-to-day management
Art. 17. The Executive Board chooses amongst its members a day-to-day management consisting of maximum three members. This day-to-day management is competent to take all decision relating to the day-to-day administration and considered to be necessary to assure the continuity of the services. The day-to-day management has also the power to carry out the decisions of the Executive Board.
The mandate of the day-to-day manager is unsalaried.
The Executive Board supervises the day-to-day management, which has to report to the Executive Board whenever the latter so requires.
Title V. General management body
Art. 18. The general management body is the general meeting composed by all acting members.
Each acting member is entitled to one vote at the general meeting. A member can be represented by another member at the general meeting by means of a written power of attorney. A member can only represent two other members.
Art. 19. The powers of the general meeting are:
1. altering the articles of association;
2. appointing a member who will sign the minutes of the general meeting;
3. appointing two members who will check the books of the international association and who will report to the general meeting;
4. the report of the affairs of the association during the last year;
5. submitting the annual accounts for approval, approving the budgets and accounts and fixing the membership fees;
6. appointing and dismissing managers;
7. admitting and excluding members;
8. giving discharge to the managers;
9. the voluntary dissolution of the international association;
10. establishing and closing down working groups;
11. all other cases stipulated by the articles of association.
A decision concerning the alteration of the articles of association or the voluntary dissolution of the international association can only be taken validly by at least a two-third majority vote of the present or represented members with voting rights. The general meeting convened for that purpose can only decide validly when two thirds of the members with voting rights are present or validly represented.
The notification of the general meeting will be sent by the secretary to all members of the international association by letter, fax, electronic mail or any other means of communication. The notification has to be done at least 14 days before the meeting and it must state the items of the agenda. The general meeting will be held on the day, hour and place stated in the notification of the general meeting.
The general meeting will be chaired by the chairman of the Executive Board or by the eldest manager present at the meeting.
In order to deliberate and decide validly at least half the members have to be present or represented at the general meeting. The decisions of the general meeting are taken by simple majority of votes.
When necessary these meetings of the general meeting can be held by means of conference call/internet.
When the required quorum is not present, a new general meeting with the same agenda can be convened where the decisions can be taken irrespective of the number of members present or represented. The deed modifying the articles of association or stating the voluntary dissolution of the international association only come into effect when approved by the competent authority in accordance with article 50 §3 of the law and after publication in the annexes of the Belgian Bulletin of Acts, Orders and Decrees in accordance with article 51 § 3 of the said law.
The minutes of the general meeting are drawn up by the secretary and signed by a member appointed by the general meeting.
Title VI. Accounts and budgets
Art. 25. The financial year of the international association runs form 1st July to 30th June, with exception of the first financial year. The first financial year runs from the date of formation of the association up to and including 30th June of the calendar year following the year in which the constituent instrument was signed. The Executive Board closes the accounts of the last financial year and prepares the budget for the coming financial year. The accounts and the budget shall be submitted for approval to the general meeting within six months of the closing date.
Title VII. Internal regulation
Art. 26. The Executive Board draws up an internal regulation in view of the implementation of the present articles of association. The regulation shall be approved by the general meeting before it comes into force. The same procedure has to be observed for possible alterations made to the regulation.
Title VII. Dissolution and winding-up
Art. 27. In order to deliberate and decide validly on the dissolution of the non-profit international association at least two thirds of the members with voting rights have to be present or represented at the meeting.
The decision to dissolve the “IVZW ETRS” is taken by a two-third majority vote at the general meeting on the proposal of the Executive Board. Winding-up is done by the general meeting.
During the winding-up the articles of association remain in force as much as possible. The appropriation of a possibly positive balance shall be decided by the general meeting on the proposal of the Executive Board. The possible net assets after winding-up have to be allocated to a non-profit private legal person with an object similar to the international association’s object or, failing such a legal person, it has to be allocated for a good cause.
Title IX. Sundries
Art. 28. For all issues not explicitly included in the present articles of association, the law of 27th June 1921 (B.S. 1st July 1921), modified by the law of 2nd May (B.S. 11 December 2002) shall apply.