ARTICLES OF ASSOCIATION OF THE EUROPEAN SOCIETY FOR RADIOTHERAPY & ONCOLOGY
Article 1. Name, registered office and term
- The "European SocieTy for Radiotherapy and Oncology", abbreviated to ESTRO and hereinafter referred to as the Association, is an international non-profit association constituted in accordance with the provisions of Title Ill of the Belgian Statute of 27th July 1921 on non-profit associations, foundations and non-profit international associations, as amended, hereinafter referred to as the “Law”.
- Its registered office shall be at Rue Martin V 40, B-1200 Brussels, Belgium. It may be transferred to any other place in Belgium by decision of the Board of Directors, subject to the application of the laws on the use of languages.
- The Association shall be set up for an indefinite term. Its dissolution shall be possible at any time in accordance with the Articles of Association.
Article 2. Purpose
The purpose of ESTRO, a non-profit, scientific organization, shall be to foster, in all its aspects, radiotherapy (also known as radiation oncology), clinical oncology and related subjects, including physics as applied to radiotherapy, radiation technology and radiobiology.
To fulfill its purpose ESTRO will:
- Develop and promote standards of education in radiotherapy and clinical oncology
- Promote standards of practice in radiotherapy, clinical oncology and related subjects
- Stimulate the exchange of scientific knowledge in all related fields
- Strengthen the clinical specialty of radiotherapy and clinical oncology in relation to other specialties and professions involved in cancer management
- Encourage co-operation with international, regional and national societies and bodies representing radiotherapy, clinical oncology and related subjects
- Facilitate research and development in radiotherapy, clinical oncology and related subjects
ESTRO’s geographical focus shall be in Europe, but may be extended to include any country or region of the world.
Article 3. Membership
Section 1. Number of members
The Association shall have at least four (4) Full Members.
Section 2. Classes of membership
There are the following classes of membership:
- Full Members: the Full Members are active members of the association, and are granted voting rights.
- Associate Members: the Associate Members shall not be granted any voting rights in any organ of the association and shall only have those rights attributed in these Articles of Association. The provisions of these Articles of Association can be changed without consultation of the Associate Members.
Section 3. Qualifications for membership
3.1. The Association is composed of Full Members and Associate Members.
Jointly they are referred
to as the “Members”. Members can be located within or outside Europe.
3.2. Full Membership is open to:
- All professionals, all being natural persons, with a significant activity or practice in the field of radiotherapy and clinical oncology
- Emeritus Members, being former Full Members during a term of at least 10 years; who have retired from active professional life
3.3. Associate Membership is open to:
- Junior Members, being professionals, natural persons, in training for specialisation in radiotherapy and clinical oncology, who are eligible for full membership, but do not opt for this
- Honorary Members, being natural persons who have made a significant contribution to the achievement of the purpose of ESTRO
- Joint Members, being natural persons, members of societies outside the geographical area of Europe or young radiotherapy and clinical oncology societies
- Corporate Members, being professionals, natural persons, specialised or having their main activity in the field of radiotherapy and clinical oncology, who perform their activity for or within a company
- Sustaining Members, being organisations not eligible for Full Membership in ESTRO
Section 4. Applications for membership
Application for membership shall be made in such form as the Board of Directors may prescribe and shall be submitted to the President of the Association. Applications for Full Membership shall be approved by the Board of Directors unless it finds that the applicant does not meet the qualifications set forth in Section 3 of this Article. Associate Membership shall be approved by the Board of Directors as deemed appropriate. The Board of Directors shall act on applications for membership at its next meeting.
Section 5. Resignations
Any Member may withdraw from the Association after fulfilling all obligations to it, by giving written notice of such intention to the President at least three (3) months before the effective date of such withdrawal. The Board of Directors will be informed of any notice so given following receipt of such notice by the President.
Members will be expected to pay all pro-rated membership fees which may be due up to the final date of withdrawal. Any Member so withdrawing shall, by the act of such withdrawal, cease to have any further interests in the funds, assets, and activities of the Association and shall not be entitled to any refunds of any type or in any amount.
Section 6. Suspension
The membership of any Member who is in default in the payment of dues for a period of ninety (90) days after such dues become payable will expire automatically and the Member will be suspended. The Treasurer will send a default in payment to the Member within 30 days after such dues became payable.
Any Member so suspended shall forfeit all rights and privileges of membership in the Association, provided, however, that suspension shall not relieve a Member from the requirement of fulfilling all incurred legal obligations to the Association, including payment of the fees due. In the event of fees not been paid, and after 90 days after the original default in payment, the Membership will end automatically.
Section 7. Termination for lack of qualifications
Membership in the Association shall terminate when a:
- Full Member ceases to meet the membership qualifications set forth in Section 3 of this Article
- Member does not respect the duties and obligations of the Members set out in these Articles of Association or the internal rules of procedure
- Member is acting against the interest of the Association
In these cases, the Member’s exclusion shall be validly decided by the Board of Directors, provided four fifths (4/5) of the directors are present or represented, and the decision is approved by a four fifths (4/5) majority vote.
The Member whose exclusion is proposed can request a hearing at the meeting of the Board of Directors.
Membership of a Member will be terminated automatically by the decease of an individual or, in case of a legal entity, by its bankruptcy, insolvency, liquidation or similar action.
Any Member which ceases to be part of the Association for any reason, will no longer have any claim or right on or access to the Associations’ funds or documentation and will have no right to reclaim any dues paid.
Section 8. Rights and obligations of the members
8.1. Every Member shall have the right to:
- Attend and be represented at the General Assembly by another Member
- Be informed of the decisions taken by the General Assembly
- Consult and receive a copy of the corporate documents of the Association
8.2. Every Member has the obligation to pay the membership fees and other
charges, payable under
these Articles of Association, in due time.
8.3. Every Member shall be committed to the purpose and mission of the Association.
8.4. Every Full Member shall have the right to:
- Be invited to the General Assembly
- Be informed of the Agenda of the General Assembly
- Vote at the General Assembly
Section 9. Register
A register of Full Members shall be kept at the registered office of the Association, and shall state the identity, address, qualification, profession, date of acceptance, resignation, suspension, and exclusion, as the case may be, of each Full Member.
Article 4. Fiscal year, budget, financial statements and membership fees
Section 1. Fiscal year
The fiscal year of the Association shall be from the first day of January until the thirty first day of December each calendar year, having due regard for the requirements of the Internal Revenue Code of Belgium and other applicable laws and regulations.
Section 2. Budget and accounts
A budget of expenditures for each year shall be agreed by the Board of Directors and proposed for acceptance by the Annual General Assembly, acting on a majority vote.
The financial year of the Association starts on January 1st and ends December 31st of each year.
The Board of Directors will commission the preparation of an audited financial statement reflecting the Association’s operations fund to be made available to the Board of Directors within ninety (90) days after the close of each budget year. These accounts shall be proposed for acceptance by the Annual General Assembly, according to paragraph 1 of Article 4, Section 1.
After approval of the audited financial statements, the General Assembly will, by separate vote, decide on the discharge to be given to the directors and the statutory auditor.
Section 3. Membership fees
Members shall pay dues proposed, as appropriate, by the Board of Directors and approved by the General Assembly. Emeritus Members and honorary Members shall however be exempt from payment of membership fees.
Section 4. Other charges
Additional charges for other services or activities as deemed appropriate and proper may be established by the Board of Directors and will be re-invoiced to the Members.
Article 5. General Assembly
Section 1. General Assembly - Powers - Annual Meeting
The General Assembly is the physical, electronic or written meeting of the Full Members of the Association, called by the Board of Directors. The General Assembly will have the following powers to:
- Approve the budget and accounts
- Approve membership fees
- Appoint or revoke Directors
- Approve the accounts of the Association established for the previous fiscal year
- Grant discharge to the Directors for performance of their duties
- Modify the Articles of Association as provided in these Articles of Association
- Decide on the dissolution of the Association as provided in these Articles of Association
- Appoint an auditor
- Grant discharge to the auditor for the performance of his duties
There shall be a minimum of one physical General Assembly each year for all Full Members (“the Annual General Assembly") at an appropriate time and place fixed by the Board of Directors.
The General Assembly shall be chaired by the President.
Section 2. Special meetings
A special (or extraordinary) General Assembly may be called by the Board of Directors.
Section 3. Notice of meetings
Any General Assembly shall be called by the Board of Directors. The Board of Directors shall determine the agenda and deliberation/voting means of all General Assemblies. The Board of Directors shall decide whether or not the meeting will be held physically, electronic means or in writing.
A notice stating the time, place and draft agenda of each meeting, signed by the President, shall be e-mailed to the last recorded address of each Full Member not less than thirty (30) days, nor more than sixty (60) days, prior to the time fixed for the meeting.
Section 4. Quorum and voting
The General Assembly shall be composed of the Full Members. Each Full Member shall have similar voting rights and be attributed one vote.
The presence in person or by proxy of forty (40) Full Members of the Association shall constitute a quorum for the transaction of business, and decisions shall be validly adopted by a simple majority vote.
Any decision on the following shall be validly adopted by a qualified vote, in accordance with article 13, provided that at least eighty (80) Full Members are present or represented on the General Assembly:
- Change of the Articles of Association
- Dissolution of the Association
If the required quorum is not reached, a new meeting shall be called which shall validly decide on the same agenda whatever may be the number of Full Members present or represented.
Deliberations of the General Assembly may take place at a physical meeting, by electronic means, or in writing as determined by the Board of Directors.
Every Member may grant power of attorney in writing to anyone of his/her choice, whether the latter is a Member or not of the Association, in order to represent him/her on any General Assembly and to vote in his or her name on such meeting, A proxy holder may hold no more than three (3) powers of attorney for the same meeting.
Section 5. Place of meeting
Every General Assembly of the Association shall be held at a place indicated by the Board of Directors.
Section 6. Minutes
The deliberations of a General Assembly shall be recorded in the minutes signed by the President. The President will post all minutes on the ESTRO Intranet and will send an electronic copy to all Full Members. All minutes are kept in a register at the Association’s registered office where all the Members may consult them and make a copy thereof.
Article 6. Board of Directors
Section 1. Powers and duties
General management of the property, funds and business of the Association shall be the responsibility of the Board of Directors. The Board of Directors shall be responsible for:
- Co-ordinating the activities of the Association
- Recommending changes in the composition of the Board of Directors
- Approving amendments of the Internal Rules of Procedure
- Effecting the preparation of an audited financial statement reflecting the Association's operations, said statement to be made available to the Members of the Board of Directors within ninety (90) days after the close of each budget year
- Establishing general policies and operating procedures for the Association
- Establishing the strategy plan of the Association, and monitoring its implementation
- Preparing the Association's financial reports, budgets, and investments
- Selecting an independent accountant, auditor, banking establishments, and investment counsellors for the Association
- Creating councils, committees, working groups and ad hoc task forces where appropriate and necessary
- Appointing and dismissing the Managers of the Association, unless otherwise provided for by these Articles of Association
- Designating the time and place of General Assemblies of the Association
- Determining the agenda of General Assemblies
- Any other power granted by the present Articles of Association
- The Board of Directors will take the final decision on the names provided by the Nominating Council
- The Board of Directors will be responsible for dealing with any residual matters not granted to any other organ by these Articles of Association or the Law
Section 2. Composition
The Directors are appointed by the General Assembly, in accordance with Article 5 Section 4 of these Articles of Association. The Board of Directors can appoint maximum three (3) Non-Voting Directors with a counselling role which shall have no voting rights.
The Board of Directors shall consist of maximum fifteen (15) persons, among them the Past-President, the President, the President-Elect, the Treasurer and the Membership Officer.
The Board of Directors shall preferably be composed in such a way that at least one representative of each discipline within radiotherapy and clinical oncology is represented in the Board of Directors.
Only Full Members shall be Directors of the Association.
The President of the Board of Directors shall be elected by the General Assembly in a secret vote.
The Treasurer shall be elected by the General Assembly. He/she shall be a member of the Board of Directors and shall be responsible for the internal audit and internal control of the Association.
The Board of Directors shall appoint among the Directors a Membership Officer.
The Board of Directors shall appoint an Editor-in-Chief, who shall be a member of the Board of Directors with an advisory role. The Board of Directors shall delegate to the Editor-in-Chief the responsibility for the Radiotherapy and Oncology Journal.
The Board of Directors shall appoint a management team consisting of at least the Chief Executive Officer, the Chief Operating Officer and the Chief Financial Officer. The Chief Executive Officer shall be appointed upon proposal of the Executive Council; the Chief Operating Officer and the Chief Financial Officer shall be appointed upon proposal of the Chief Executive Officer. The management team shall be responsible for the management of the daily business of the Association.
Section 3. Term
The Directors, except for the President and the Treasurer are elected in principle for a period of three (3) years, once renewable. Each Director shall serve until his/her successor is designated (following a proposal and appointment procedure) and assume its duties.
The President shall be elected by the General Assembly for a period of six (6) years whereby he/she shall serve the first two (2) years as President-Elect, the following two (2) years as President and the last two (2) years as Past-President.
The Treasurer shall be elected by the General Assembly for a period of six (6) years, not renewable.
The Editor-in-Chief shall be appointed for a six year period, renewable.
Section 4. Cessation of membership of the Board of Directors
A Director may resign at any time.
A Director will cease to be a member of the Board of Directors for one of the following reasons
- Dismissal by the General Assembly in accordance with Article 5 Section 4, which may occur at any time
- Termination of his/her mandate
- Decease of the director
Section 5. Meetings
The Board of Directors shall hold at least four (4) regular meetings each year. The meetings shall be chaired by the President who shall call the meetings of the Board of Directors. In case of absence of the President, the meetings of the Board of Directors may be called by the President-Elect at the request of not less than three (3) Directors.
The meetings shall be held at the registered seat of the Association or at any such place as indicated in the convening notices.
Deliberations of the Board of Directors may take place at a physical meeting, by electronic means, conference call, or in writing. A director taking part in a meeting of the Board of Directors via electronic means or conference call shall be deemed to be present in person at the meeting and shall be entitled to vote and to be counted in a quorum accordingly.
Section 6. Notice
Notice of the time, place, and agenda of any meeting of the Board of Directors shall be given by e-mail to the last recorded address of each Director by the President, not less than twenty (20) days prior to the date of the meeting.
Section 7. Quorum and voting
The presence in person or by proxy-holder of at least 50% of the Directors shall constitute a quorum for the transaction of business.
The Board of Directors shall vote by either an open count or, at the request of any Director or Director’s proxy, by secret ballot, and the results shall be tabulated and reported by the President.
Every decision of the Board of Directors shall be made by a simple majority of the votes of the Directors present or represented, and in the event of abstention of one or more among them, by the majority of the other directors. In the event of a tied vote the vote of the President shall be decisive.
The voting rights of a Director may be granted by proxy to another member of the Board of Directors. A proxy holder may only hold one power of attorney for the same meeting.
In those cases where decisions of the Board of Directors are made the subject of a written or e-mail vote, those eligible to cast ballots shall return the same to the President in care of the Association's office. At the time fixed for the counting of the vote, the President shall open the ballots, canvass the same and report the results in writing to the Directors.
Section 8. Representation
The Association is validly represented towards third parties, before the courts and in official deeds, including those for which the intervention of a civil servant or a notary is required,
by any two of the following persons acting jointly: the President, the President Elect or the Treasurer.
However, for the purpose of daily management, the Association shall also be validly represented by the Treasurer, the Chief Executive Officer or the Chief Operating Officer, any of them acting individually, with power of delegation.
Section 9. Annual Report
The Board of Directors shall cause to be prepared an audited Annual Report on the activities and operations of the Association. This report shall include all pertinent and relevant financial data bearing on past operations and plans for the following year.
Section 10. Compensation
Directors shall not receive any compensation for their services as Directors, unless otherwise decided by the General Assembly.
Section 11. Minutes
The decisions of the Board of Directors are recorded in minutes signed by the President. All members of the Board of Directors receive an electronic copy thereof.
All minutes are kept in a register at the Association’s registered office where all the Members may consult and make a copy thereof.
Article 7. Directors with an Executive Role
Section 1. Directors with an Executiv Role
The Directors with an Executive Role of the Association shall be the President, the President Elect, the Past President, the Treasurer and the Membership Officer. The Editor-in-Chief shall also have an Executive Role.
Each Director with an Executive Role so elected or appointed shall hold office until his/her successor shall have been duly elected and shall have assumed the duties of office.
Section 2. Duties of directors with an Executive Role
The President shall be elected by the General Assembly; he/she shall preside at the General Assembly and all meetings of the Board of Directors, and shall be responsible for ensuring that the policies adopted by the General Assembly and the Board of Directors are executed by the Directors with an Executive Role of the Association.
Additionally the President will have those powers as detailed in other sections of these Articles of Association or the Internal Rules of Procedure.
The Treasurer, the Editor-in-Chief and the Membership Officer will have those powers as detailed in other sections of these Articles of Association or the Internal Rules of Procedure.
Section 3. Compensation
The Board of Directors may authorise the payment to the Directors with an Executive Role of the Association of a reasonable compensation for their services actually rendered to the Association. Save as otherwise provided for in these Articles of Association, Directors with an Executive Role may be employed by the Association on such contract terms as the Board of Directors shall determine, either as employees or as consultants.
Article 8. Specific Councils
The Board of Directors will form such Councils as are deemed necessary to deal with specific tasks or projects or to provide needed advisory services. There will be a formal Executive Council, a Scientific Council, a Professional and Membership Council, and a Nominating Council.
Each Director shall be member of the Executive Council and/or the Scientific Council and/or the Professional and Membership Council.
The Board of Directors can delegate its daily competencies, excluding strategic decisions, to the Executive Council, the Scientific Council and the Professional and Membership Council, that shall follow up on the strategy and budget implementation as decided by the Board of Directors.
Article 9. Internal rules of procedure
The Internal Rules of Procedure of the Association are drafted and modified, as the case may be, by the Board of Directors and communicated to the General Assembly.
Article 10. The Association's staff
The Association may employ such full-time and part-time staff members, specialists and consultants or other outside services, as may be required to carry out its functions and obligations. The staff shall be under the immediate or delegated supervision and direction of the President, who shall have full authority and responsibility for staff organisation and management.
Article 11. Logos, trademarks and other indicia
The Association shall have the sole right to adopt and control completely the use of its logo, trademarks or other indicia as it may deem suitable and appropriate.
The Board of Directors may approve the use of the Logo by any Full or Associate Member to identify itself as a Member of the Association provided however, that the logo may be used by Members only to indicate their membership in the Association in correspondence, advertising material, publications or similar activities, where the use is exclusively and directly related to the conduct of the Member's professional activities or business. Except as authorised by the Board of Directors the Logo may not be used by any Member for product identification purposes, in standardisation or certification programs, or to similar applications. Further, the logo may not be used in any way to imply the Association's approval, endorsement, or sponsorship of any political candidate or cause.
Article 12. Amendment of Articles of Association - Dissolution
These Articles of Association may be amended, repealed or altered, in whole or in part, by a three quarter (3/4) majority vote of Full Members present or represented at any duly called and organised General Assembly of the Association, provided that eighty (80) Full Members are present or represented.
These Articles of Association may also be modified by a four-fifths (4/5) majority vote of the 100 Full Members, responding to an e-mail or written ballot, provided that a notice of the substance of proposed changes is mailed to all such Members at least thirty (30) days prior to the time fixed for the meeting at which a vote will be taken, or the time fixed for a return of e-mail/ written ballots, as the case may be.
If the required quorum is not reached, a new meeting shall be called which shall validly decide on the same agenda whatever may be the number of Full Members present or represented.
In those cases where changes to the Articles of Association are made the subject of an e-mail vote, those eligible to cast ballots shall mail the same to the President in care of the Association's office. At the time fixed for the counting of the vote, the President shall open the ballots, canvass the same and report the results in writing to the membership.
This procedure shall also apply to the dissolution of the Association, taken into account the fact that the decision to dissolve the company will always require the approval of 2 (two) General Assemblies. The second General Assembly shall appoint one or more liquidators and determine the powers to be given to them.
Upon dissolution of the Association, and after payment of all indebtedness and obligations of any kind of the Association, the remaining funds, investments and other assets of the Association shall be distributed by the liquidator in conformity with the decision of the General Assembly relating to the allocation of such assets. The allocation of the remaining assets of the Association, as the case may be, shall be of a non-profit character, in accordance with the provisions of the Law.
Article 13. Assets and liabilities
Section 1. Members’ interests in the assets of the Association
All interests of each Member in the funds, investments and other assets belonging to the Association shall immediately cease in the event that the membership of such Member in the Association shall terminate for any reason including the dissolution of the Association
In the event of such termination, such Member and the representatives of such Member shall have no claim on account of the other Members, or their representatives, or any of them.
Section 2. Limitation of members' liability
Members shall only be liable to pay annual dues fixed by the Association’s Board of Directors and shall in no way be responsible for any claims against the Association.
Article 14. Additional legal provision
For all other issues not covered by the present Articles of Association, reference shall be made to the provisions of the Law.
Any conflict arising out of or in relation to these Articles of Association shall be governed by and construed in accordance with Belgian Law, and shall come under the exclusive jurisdiction of the Brussels courts.