Constitution/Bylaws

ARTICLE 1 : NAME, SEAT, AND INCORPORATION

(a) The name of the association shall be the “European Academy of Allergy and Clinical Immunology”, hereinafter referred to as the “Association” or the “Academy” or “EAACI”.
(b) The Academy is an association (Verein) pursuant to Articles 60 and following of the Swiss Civil Code (hereinafter referred to as SCC).
(c) The official headquarter (seat) of the Academy is in Zurich, Switzerland. The address of the office of the Academy will be determined by a resolution of the Executive Committee of the Academy.
(d) The Academy is an international organisation of individual persons and organisations, constituted as an association. The Association has no commercial aims and is non- profit.
(e) The Academy may be moved elsewhere in Switzerland or Europe, as determined by the General Assembly.
(f) The re-incorporated Academy has taken over all assets and liabilities of its predecessor organization.

ARTICLE 2 : VISION & MISSION

The Vision of the Academy is to lead the way towards better understanding, improved management and eventual cure of allergies, asthma and immunological diseases.

The Academy is a nonprofit-organisation with a Mission to:

• promote basic and clinical research;
• collect, assess and disseminate scientific information;
• act a scientific reference body for other scientific, health and political organisations and an advocate towards political organisation and the general public;
• encourage and provide training, continuous education, and professional development;
• collaborate with patients and lay organisations in the area of allergy and clinical immunology

ARTICLE 3 : EAACI Activities

EAACI may pursue all activities that directly or indirectly promote the purpose of the Academy.
Moreover, it may manage real estate, use and sell services, licenses, patents and other intellectual property.
EAACI may also establish legal entities, branches and representative offices in and outside Switzerland.
All EAACI activities adhere to the general principles of transparency and fairness

ARTICLE 4 : OFFICIAL LANGUAGE


English shall be the official language of EAACI. The Constitution, bylaws, minutes, announcements, decisions and any other communication shall be published in English.

ARTICLE 5 : EAACI MEMBERSHIP


Article 5A. CATEGORIES

The membership of EAACI has two main categories, the members with and without voting rights.

Members with Voting Rights
EAACI has the following members with voting rights (in good standing – paid fees, with full legal rights, not suspended due to an official investigation conducted by EAACI bodies or by competent authorities):
-    Individual Regular Members: Individuals who are scientifically or clinically interested in allergy and/or clinical immunology qualify as Regular Individual EAACI Members.
-    EAACI membership in association with a National Society: following a mutual agreement between EAACI and the National Society where the National Society’s members in good standing can apply for EAACI membership at a reduced fee.
-    Junior Members defined by age (see bylaws) who are scientifically or clinically interested in allergy and/or clinical immunology qualify as Junior Members.
-    Honorary Members: Individuals who distinguished themselves in the field of allergy and clinical immunology or contributed substantially to the activities of EAACI, Past-Presidents and Award winners. They are appointed by the General Assembly following nomination by the Executive Committee.

Members without Voting Rights
National Societies of Allergy and Clinical Immunology, or other organisations interested in allergy and/or clinical immunology may qualify as members without voting rights.

Members of Societies without voting rights are not “ipso facto” individual members of EAACI but can become EAACI individual members with voting rights following the mutual agreement with the National Societies.


Article 5B: APPLICATION FOR MEMBERSHIP

Voting Members: a)regular, b)members according to the agreement with National Societies) c) Junior Members
A formal application shall be sent to EAACI. Membership is granted by the Executive Committee by an absolute majority vote.

Honorary Members will be nominated according to Article 5A of this Constitution.

Member Societies
A formal application shall be sent to EAACI. Eligibility is checked by the Vice-President Communications and Membership and if all criteria are met membership is granted by the Executive Committee by an absolute majority vote.


Article 5C. TERM AND FEES

Membership term starts with the approval of the membership by the corresponding body and remains valid until the end of a calendar year.

Members shall pay annual fees. The amount of a membership fee shall be determined for each membership category by the Executive Committee. The Executive Committee can, for special reasons, exempt members for paying membership fees or grant discounts.

Annual membership fees shall be paid in advance at the beginning of each calendar year according to the applicable regulations and procedures.
The first annual membership fee shall be paid immediately after the membership is granted.
Members who fail to pay dues for 3 consecutive years without good reason shall be excluded from the membership.
Membership can be reinstated after payment of past dues. Past dues are to be paid up to a maximum of 5 years backwards.


Articel 5D. TERMINATION OF MEMBERSHIP

Membership expires upon termination notice by a member, the exclusion of a member by EAACI or by death. Upon termination, exclusion or death, the respective member immediately loses all rights in EAACI.

Notices of termination shall be submitted to EAACI. Membership fees remain due and payable for the year in which the member terminated his/her membership.

A member shall be excluded:
•    If he/she has not paid due membership fees for 3 consecutive years in spite of three reminders and the Executive Committee has passed a respective resolution; or
•    If he/she does not comply with the rules stipulated by the EAACI Constitution and bylaws and other legal regulations outside of  EAACI and the Executive Committee has passed a respective resolution.

The Executive Committee and the General Assembly may decide to exclude a member for other important reasons as well.

ARTICLE 6 : EAACI Bodies with decision power


EAACI has the following bodies with decision power:
General Assembly
Executive Committee
Board of Officers
External Auditor

ARTICLE 7:  GENERAL ASSEMBLY


Article 7A. Composition and Voting Rights

The General Assembly shall be composed of all members of EAACI, whether they have voting rights or not. Every member is entitled to receive an invitation to the General Assembly and to participate and speak in the General Assembly.
Only members with voting rights shall be entitled to vote and have each one single vote.

Article 7B. Competencies

The General Assembly is the supreme governing body of EAACI and shall have the following non-transferable competencies:

1.       To adopt and change this Constitution;
2.       To approve the members of the Executive Committee, except for the Past President;
3.       To approve the report on activities and finances of EAACI;
4.       To approve the budget of EAACI proposed by the Executive Committee;
5.       To approve the Auditor;
6.       To vote upon any item following a resolution of the Executive Committee, according to law, this Constitution or any other regulation;
7.       To dissolve EAACI.

Article 7C. Ordinary and Extraordinary General Assembly

The Ordinary General Assembly shall take place annually during EAACI’s annual congresses upon call by the Secretary-General on behalf of the Executive Committee.
It shall not take place later than 15 months after the last Ordinary General Assembly.

An Extraordinary General Assembly shall be convened by the Executive Committee upon request by:
·         a 2/3 majority of the voting members of Executive Committee; or
·         1/5 of the members in good standing of EAACI (as defined elsewhere).

Article 7D: Convocation, Chair and Secretary, Agenda and Minutes

The General Assembly shall be convened by written invitation by the Secretary-General on behalf of the Executive Committee using mail, email, telefax or every other appropriate means of communication. The invitation shall inform about the date, time, location and agenda items.

For both the Ordinary and the Extraordinary General Assembly the invitation shall be sent 30 calendar days before the date of the General Assembly.

The President and the Secretary-General shall act as Chairman and Secretary of the General Assembly, respectively.
In the absence of the President and/or the Secretary-General they will be substituted by another Officer of EAACI appointed by the Board of Officers.

The Chairman provides the agenda for the General Assembly and shall appoint the vote counters for the duration of the General Assembly.

The Secretary of the General Assembly shall take the minutes of the General Assembly.

Article 7E: Resolutions

The General Assembly may only pass resolutions upon items that have been duly put on the agenda.

The General Assembly passes its resolutions by absolute majority of the present members. For some decisions another quorum, including a participation quorum, may be defined as proposed by the Executive Committee and approved by the General Assembly.

Every resolution included in the agenda of an Ordinary or Extraordinary General Assembly may also be taken after the General Assembly by a vote in writing (postal or electronic vote).

The resolutions passed by the General Assembly shall be published on EAACI’s website in the member section.

ARTICLE 8 : EXECUTIVE COMMITTEE

Article 8A: Competencies

The Executive Committee is the executive governing body of EAACI. It is competent to resolve upon all issues of EAACI that are not expressly reserved to the General Assembly or another functional body by law, this Constitution or the bylaws.

The Executive Committee determines and grants the signatory powers for EAACI which shall be collective signing powers by two.


Article 8B: Composition

The Executive Committee shall consist of

a. Members with voting rights:
1.       The President
2.       The Secretary-General
3.       The Treasurer
4.       Vice-President Congresses
5.       Vice-President Education & Specialty
6.       Vice-President Communications & Membership
7.       Vice-President Science
8.       Past-President
9.       Six Members at Large
10.   Chairpersons of EAACI Sections
11.   Chair of Junior Members Assembly
12.   Two representatives of Interest and Working Groups

b. Members without voting rights:
13.   Committee Chairs
14.   Editors (Newsletter, Website, social media)

c. Executive Director by position –without voting rights

Article 8C: Election, Term of office and Re-election

The election process of the members of the Executive Committee is as follows:

1.       The Executive Committee shall prepare by an absolute majority vote a slate of nominations, taking into account geographic and professional affiliations, previous experiences in EAACI, results of the elections in the Sections, Interest and Working Groups and Junior Members Assembly and shall present this to the General Assembly for approval. In the event that a slate of nominations is not approved, the Executive Committee shall propose an alternative slate for approval either at an Extraordinary General Assembly or by a secure ballot. In this event, an electronic or a postal ballot may be used, at the discretion of the Executive Committee.

2.       The President shall be elected by the Executive Committee by an absolute majority vote among the six eligible officers (the four Vice-Presidents, the Secretary-General and the Treasurer). The nomination requires the approval of the General Assembly one year before taking up the term as President. Once nominated and approved, the President- Elect shall continue to serve in its existing capacity in the Executive Committee until his/her term of office starts.

3.       Members at Large: Any individual member or Member Society can propose a candidate for a Member at Large position. Proposals must be sent in writing or by e-mail to the Secretary-General at least three months before the General Assembly. The Executive Committee will elect them by a absolute majority vote and will submit the nominations to the General Assembly for approval.

4.       The President will become automatically Past-President in the following term of office.

5.       The Chairpersons of the EAACI Sections and the Chair of the Junior Members Assembly will be elected by the respective Section or Assembly and approved by the General Assembly; they will be given a seat in the Executive Committee after approval by the General Assembly.

6.       The Representatives of the Interest and Working Groups will be elected by the Executive Committee by an absolute majority vote and approved by the General Assembly;

The term of office shall start after the Ordinary General Assembly or as the case may be after an Extraordinary General Assembly and will finish at the Ordinary General Assembly in 2 years. No person may serve in the Executive Committee for a total of more than four consecutive terms and seven terms life long neither voting or non-voting unless they are elected as President.

The mandate will end in case of end of the term of the mandate, dismissal, resignation, civil incapacity, temporary custody or death. Dismissal follows a majority vote of two thirds of the Executive Committee members.

Vacancies on the Executive Committee due to resignation, termination, dismissal, death or other causes shall be filled temporary for the period until the next Ordinary General Assembly. Appointment is by absolute majority of the remaining members of the Executive Committee.

The President and Past-President are not re-eligible for the same post and for any other post in the Executive Committee.

Members at Large may be re-elected once to the same post. The Interest and Working Groups representatives and Section Chairs cannot be re-elected to the same post.

The election, term and dismissal of Committee Chairs and Editors is covered under bylaws.

Article 8D: Remuneration

The post of a member of the Executive Committee is an honorary one and no remuneration shall be paid to any member. Each member of the Executive Committee is entitled to reimbursement of costs as described in the bylaws.

Article 8E: Convocation, Chair and Minutes

Meetings of the Executive Committee shall be convened by the President as often as the business requires, but at least twice a year.

The notice of any regular meetings of the Executive Committee shall be dispatched in writing by mail, fax or email or any other communication form not less than 10 days prior to the date of the meeting.
In case of urgent matters an immediate Executive Committee meeting can be called upon by the President.

The convocation shall specify the form (either in person or remote), place, date and time of the meeting as well as the agenda.
Meetings may also be held by web, video or telephone conference.

The President and the Secretary-General shall act as Chairman and Secretary in the Executive Committee meetings. In the absence of the President, the Secretary-General shall act as Chairman and another member of the Board of Officers appointed by absolute majority of the present members of the Executive Committee will act as Secretary. In the absence of the Secretary-General, the members of the Executive Committee shall appoint a deputy among the Board of Officers by absolute majority.

If the President and the Secretary-General are both absent, the members of the Executive Committee shall appoint a Chairman and a Secretary among the members of the Board of Officers by absolute majority.

The minutes of the meeting shall be signed by the Chairman and the Secretary and approved by the Executive Committee with an absolute majority.

Article 8F: Passing of Resolutions and Quorum

The presence of 50% plus one of the actual voting Members of the Executive Committee is required for decisions of the Executive Committee (attendance quorum).

The Executive Committee passes its resolutions and elections by absolute majority of the present votes, unless stated otherwise by mandatory law, this Constitution or the bylaws.

An electronic or a postal ballot may be used, at the discretion of the Executive Committee.

Article 8G: Bylaws and Delegation of Powers

The Executive Committee shall enact detailed bylaws dealing with relevant activities of EAACI such as the composition and functions of subsidiary bodies such as Committees, Sections, Interest Groups, Working Groups and Task Forces which support the Executive Committee in its business, meeting organisations, editorial activities, etc.

The Executive Committee may enact bylaws or regulations by which certain powers vested in the Executive Committee, the Board of Officers or an Officer of EAACI are delegated to the Executive Director or other individuals who do not have to be members of EAACI.

The Executive Committee may enact bylaws or regulations by which certain powers vested in the Executive Committee are delegated to the Board of Officers.

ARTICLE 9 : BOARD OF OFFICERS


The President, the Secretary-General, the Treasurer, the Vice-Presidents and the Past-President constitute the Board of Officers aimed at conducting the day-to-day business of the Academy and all business delegated to the Board of Officers by the Executive Committee as described in the bylaws.
The Executive Director is by position supporting the Board of Officers and attending all meetings of the Board of Officers as defined in the bylaws.

EAACI President
EAACI’s President represents the Academy in all activities and at all meetings.
EAACI President
•    Leads the development of the mission statement and strategic programme.
•    Drives ownership and performance of EAACI’s culture and underlying values of trust, loyalty and mutual respect
•    Chairs the meetings of the General Assembly, the Executive Committee and the Board of Officers.
•    Is responsible for the convocation of the Executive Committee and  Board of Officers meetings as well as of the General Assembly in cooperation with the Secretary-General.
•    Provides the agenda for the General Assembly and the Executive Committee meetings.
•    Calls for votes, either in person or per email.
•    Provides a yearly report to the General Assembly on EAACI’s main activities.
•    Is empowered as EAACI representative in the Swiss Commercial Registry.

Secretary-General
The Secretary-General is responsible for the tasks assigned to him/her by the Executive Committee but in any case for the following:
•    Notifying all members of the date, place and agenda of the General Assembly.
•    Notifying the members of the Executive Committee and Board of Officers of the date and place of all meetings.
•    Making a yearly report to the General Assembly and periodic report to the Executive Committee of all relevant activities of EAACI.
•    Keeping records of the Executive Committee, Board of Officers and General Assembly meetings.
•    Act as deputy chair of the General Assembly and the Executive Committee and Board of Officers in the absence of the President.
•    Oversees the delivery of the election process.
•    Delivers Constitution and bylaw revisions as required by law.
•    Oversees coordination among Executive Committee members, Sections, Interest and Working Groups.
•    Reports regularly to the Executive Committee and the Board of Officers and once per year to the General Assembly on EAACI’s relevant activities.
•    Is empowered as EAACI representative in the Swiss Commercial Registry.

Treasurer
The Treasurer is responsible for the tasks assigned to him/her by the Executive Committee but in any case for the following:
•    Oversees EAACI’s budgets, income and expenses.
•    Supervises the yearly budget submission process and reviews the final budget proposal for Board of Officer’s and Executive Committee’s approval.
•    Coordinates all sponsors relations.
•    Presents a yearly balance certified by professional auditors and makes a report to the General Assembly and presents regularly to the Executive Committee and the Board of Officers the financial status of EAACI.
•    Supervises and approves current expenses together with the President or his deputy.
•    Ensures clarity of procedures and compliance to manage financial risks in the organisation.
•    Is empowered as EAACI representative in the Swiss Commercial Registry.

Vice-Presidents
The Vice-President Congresses is especially responsible for the creation, planning and implementation of the annual congresses and other EAACI meetings.

The Vice-President Education & Specialty is especially responsible for overseeing the educational and specialty activities of EAACI.

The Vice-President Communications & Membership is especially responsible for keeping a register over all members and overseeing communication and membership issues.

The Vice-President Science coordinates all scientific output of the Academy such as  guidelines, consensus documents, position papers, Academy journals and guarantees standards of science throughout EAACI’s activity portfolio

All Vice-Presidents are empowered as EAACI representative in the Swiss Commercial Registry and report yearly to the General Assembly and regularly to the Executive Committee and the Board of Officers about their relevant activities.

Past President
The Past President holds an advisory role for the Executive Committee and Board of Officers, participates in the development of the mission statement and brings EAACI’s view into the strategic programme and acts as historian of the Academy.

All elected Executive Committee members (voting and non-voting) are eligible to the position of the Secretary-General, Treasurer, or one of the Vice Presidents. The Executive Committee will elect them by an absolute majority vote and will submit the nominations to the General Assembly for approval.  Their mandate is 2 years, renewable once.

The President and Past-President are not re-eligible for the same post and for any other post in the Board of Officers.

ARTICLE 9: BOARD OF OFFICERS

The President, the Secretary-General, the Treasurer, the Vice-Presidents and the Past-President constitute the Board of Officers aimed at conducting the day-to-day business of the Academy and all business delegated to the Board of Officers by the Executive Committee as described in the bylaws.

The Executive Director is by position supporting the Board of Officers and attending all meetings of the Board of Officers as defined in the bylaws.

EAACI President

EAACI’s President represents the Academy in all activities and at all meetings.

EAACI President

·         Leads the development of the mission statement and strategic programme.

·         Drives ownership and performance of EAACI’s culture and underlying values of trust, loyalty and mutual respect

·         Chairs the meetings of the General Assembly, the Executive Committee and the Board of Officers.

·         Is responsible for the convocation of the Executive Committee and Board of Officers meetings as well as of the General Assembly in cooperation with the Secretary-General.

·         Provides the agenda for the General Assembly and the Executive Committee meetings.

·         Calls for votes, either in person or per email.

·         Provides a yearly report to the General Assembly on EAACI’s main activities.

·         Is empowered as EAACI representative in the Swiss Commercial Registry.

Secretary-General

The Secretary-General is responsible for the tasks assigned to him/her by the Executive Committee but in any case for the following:

·         Notifying all members of the date, place and agenda of the General Assembly.

·         Notifying the members of the Executive Committee and Board of Officers of the date and place of all meetings.

·         Making a yearly report to the General Assembly and periodic report to the Executive Committee of all relevant activities of EAACI.

·         Keeping records of the Executive Committee, Board of Officers and General Assembly meetings.

·         Act as deputy chair of the General Assembly and the Executive Committee and Board of Officers in the absence of the President.

·         Oversees the delivery of the election process.

·         Delivers Constitution and bylaw revisions as required by law.

·         Oversees coordination among Executive Committee members, Sections, Interest and Working Groups.

·         Reports regularly to the Executive Committee and the Board of Officers and once per year to the General Assembly on EAACI’s relevant activities.

·         Is empowered as EAACI representative in the Swiss Commercial Registry.

Treasurer

The Treasurer is responsible for the tasks assigned to him/her by the Executive Committee but in any case for the following:

·         Oversees EAACI’s budgets, income and expenses.

·         Supervises the yearly budget submission process and reviews the final budget proposal for Board of Officer’s and Executive Committee’s approval.

·         Coordinates all sponsors relations.

·         Presents a yearly balance certified by professional auditors and makes a report to the General Assembly and presents regularly to the Executive Committee and the Board of Officers the financial status of EAACI.

·         Supervises and approves current expenses together with the President or his deputy.

·         Ensures clarity of procedures and compliance to manage financial risks in the organisation.

·         Is empowered as EAACI representative in the Swiss Commercial Registry.

Vice-Presidents

The Vice-President Congresses is especially responsible for the creation, planning and implementation of the annual congresses and other EAACI meetings.

The Vice-President Education & Specialty is especially responsible for overseeing the educational and specialty activities of EAACI.

The Vice-President Communications & Membership is especially responsible for keeping a register over all members and overseeing communication and membership issues.

The Vice-President Science coordinates all scientific output of the Academy such as  guidelines, consensus documents, position papers, Academy journals and guarantees standards of science throughout EAACI’s activity portfolio

All Vice-Presidents are empowered as EAACI representative in the Swiss Commercial Registry and report yearly to the General Assembly and regularly to the Executive Committee and the Board of Officers about their relevant activities.

Past President

The Past President holds an advisory role for the Executive Committee and Board of Officers, participates in the development of the mission statement and brings EAACI’s view into the strategic programme and acts as historian of the Academy.

All elected Executive Committee members (voting and non-voting) are eligible to the position of the Secretary-General, Treasurer, or one of the Vice Presidents. The Executive Committee will elect them by an absolute majority vote and will submit the nominations to the General Assembly for approval. Their mandate is 2 years, renewable once.

The President and Past-President are not re-eligible for the same post and for any other post in the Board of Officers

Membership covered under 5B

ExCom covered under 8C

Covered under 8G

ARTICLE 10 : Conflicts of Interest and Loyalty

A conflict of interest and loyalty exists if a member holding a function within EAACI (Executive Committee, other committees, section, IGs and WGs board members, Task Forces members) has personal, especially financial interests that are contrary to the interests of EAACI.
The Conflict of Interest and loyalty shall be regulated according to the bylaws.

ARTICLE 11 : AUDITORS

a)    The General Assembly shall appoint an Auditor for a term of office of one year. After expiry of the term the Auditor may be re-elected. Auditors may only be professional auditing firms that are absolutely independent of any EAACI-business. The Auditor shall audit the accounts and examine the books and the financial statements of the Academy in accordance with applicable law. An extraordinary audit can be requested by 1/5 of the members of EAACI in good standing (as defined elsewhere) or by 2/3 of the voting Executive Committee members.

b)    The Auditors’ report shall be submitted together with the balance sheet, the lost and profit statement by the Treasurer to the General Assembly for approval

c)    As long as the Academy does not meet the criteria for a mandatory appointment of the Auditors pursuant to Article 69b SCC, the names of the Auditors will not be registered with the commercial register.

d)    Should the Academy meet the criteria for mandatory auditing of its books pursuant to Article 69b SCC, the standards applicable shall be those prescribed by the relevant provisions of the Swiss law

ARTICLE 12: Liability, Supplementary contributions

The liability for EAACI’s obligations is limited to EAACI’s assets.
The members of EAACI shall not be obliged to make supplementary contributions for debts of EAACI.

ARTICLE 13: Indemnity

EAACI shall indemnify any current and former members of the Executive Committee and subsidiary bodies, should these persons be involved in criminal, civil or administrative proceedings based on their actions for EAACI, provided that they have acted in good faith, in the interest of EAACI and in accordance with the applicable legal and statutory provisions.

        

ARTICLE 14: DISSOLUTION

The Association may be dissolved by a resolution of the General Assembly with a 2/3 majority of a predefined participation quorum according to Article 7E of this Constitution. The Association will then be liquidated by its Executive Committee or by other liquidators appointed by the General Assembly. The General Assembly will designate another tax-exempt institution with similar purposes to which all net assets of the Association remaining after the payment of all debts shall be transferred. Any distribution of assets of the Association to its members is excluded.

        

ARTICLE 15: AMENDMENT OF THE CONSTITUTION

The Constitution may be amended by an absolute majority vote of the General Assembly or by an absolute majority of those participating in a postal or electronic vote.

Proposals to change the Constitution shall be notified to the EAACI Members and be open to discussion at least two months before the General Assembly.

So approved in Munich by the General Assembly on May 28th, 2018.

The President: Ioana Agache
The Secretary General: Peter Hellings