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 organization of organizations and individual persons, constituted as an association. The Association has no commercial aims and is not for profit.
(e) The Academy was initially founded in Utrecht, Netherlands, and was re-incorporated under Swiss law in 2009 in Warsaw.
(f) The re-incorporated Academy has taken over all assets and liabilities of its predecessor organization.
(g) The Academy may be moved elsewhere in Switzerland or Europe, as determined by the General Assembly.
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 shall be a non-profit organisation with a Mission to:
• promoting basic and clinical research;
• collecting, assessing and diffusing scientific information;
• being a scientific reference body for other scientific, health and political organisations and an advocate towards political organisation and the general public;
• encouraging and providing training, continuous education, and professional development;
• collaborating with patients and lay organisations in the area of allergy and clinical immunology.
ARTICLE 3 : LANGUAGES
English shall be the official language of the Constitution and By-Laws, and of any document or activity where more than one language is used.
ARTICLE 4 : MEMBERSHIP (MEMBERS WITH VOTING RIGHTS)
May be admitted as members of the Academy with voting right:
1. Individuals who are scientifically or clinically interested in allergy and/or clinical immunology shall be eligible to join the Academy as Individual Members.
2. Honorary Members: Can be elected by the General Assembly following nomination by the Executive Committee. Honorary Members will be chosen from individuals who have distinguished themselves in the field of allergy and clinical immunology and have contributed substantially to the activities of the EAACI.
ARTICLE 5 : MEMBERSHIP (MEMBERS WITHOUT VOTING RIGHTS)
May be admitted as members of the Academy without voting right:
1. Member Societies: National Societies of allergy and clinical immunology, or other national organisations interested in allergy and/or clinical immunology, shall be eligible to become Member Societies of the Academy. Members of these societies are not “ipso facto” individual members of the Academy.
2. Corporate Societies: Any public or private body wishing to contribute to reach the constitutional aims of the Academy by providing financial support shall be eligible to join the Academy as a Corporate Society.
ARTICLE 6 : EXECUTIVE COMMITTEE
The Executive Committee of the Academy shall consist of:
• The President
• The Past-President
• The Secretary General
• The Treasurer
• Vice-President (congresses)
• Vice-President (education & specialty)
• Vice-President (communications & membership)
• Six Members at Large
• Chairpersons of EAACI Sections
• 2 representatives of Interest Groups
• Chair of Junior Members Committee
The term of office shall be two years commencing and finishing at an annual EAACI Congress.
The position of a member of the Executive Committee is an honorary one and no remuneration shall be paid to any member of the Executive Committee, provided that each member of the Executive Committee is entitled to the reimbursement of his/her actual costs and out-of-pocket expenses which he incurred in this function. If a member of the Executive Committee renders services to the Association that are outside the activities expected from an Executive Committee member, he may be entitled to an equitable remuneration.
Eligibility for re-election: The President, and Past-President are not re-eligible for the same post. The Vice-Presidents and Members-at-Large may be re-elected once to the same post. The Secretary-General and Treasurer may be re-elected twice to the same post.
No person may serve for a total of more than four terms in the Executive Committee unless they are elected as President.
The Executive Committee shall hold a meeting at least once every year. The Executive Committee shall define detailed By-Laws dealing with relevant activities of the Academy such as congress organization, editorial activity and the composition and function of subsidiary bodies. It shall examine applications for Society or individual membership and affiliateship, and shall have the power to accept or reject these applications. It shall propose the place of Annual Congresses.
The presence of at least 11 members of the Executive Committee is required for decisions of the Executive Committee.
The President, the three Vice-Presidents, the Past-President, the Secretary-General and the Treasurer constitute the Board of Officers aimed at conducting the day-to-day business of the Academy and all business delegated to this Board by the Executive Committee.
The President represents the Academy and chairs its meetings.
The Secretary-General is responsible for:
(a) notifying all members of the date, place and agenda of the General Assembly at least one month before the meeting
(b) notifying the members of the Executive Committee of the date and place of all meetings at least one month before each meeting
(c) making a yearly report to the General Assembly of all internal activities of the Academy;
(d) keeping records of the Executive Committee and General Assembly meetings.
(e) acting as deputy chair of the Executive Committee
The Treasurer is responsible for:
(a) receiving all fees of associated societies and individual members and send membership cards
(b) paying all expenses approved by the President or the Executive Committee
(c) presenting a yearly balance certified by professional auditors and making a report to the General Assembly of the financial status of the Academy.
The Vice-President (Congresses) is responsible for the development of the annual congresses and section meetings.
The Vice-President (Education & Specialty) is responsible for overseeing the educational and specialty activities of EAACI.
The Vice-President (Communications & Membership) is responsible for keeping a register over all members and overseeing communication and membership issues.
The Vice-Presidents make a yearly report to the General Assembly on their relevant activities.
The Officers of the Board are supported in their tasks by the members of the Executive Committee (regular and adjunct). Specific roles are assumed after the decision of the Executive Committee in the beginning of each term.
In case a member of the Executive Committee is unable or unwilling to deliver their functions, as ascertained by the Executive Committee by a majority of two thirds and approved by the Ethics Committee, it can be replaced according to procedures defined in the Bylaws.
ARTICLE 7: GENERAL ASSEMBLY
The General Assembly shall be the governing body of the Academy. All members regardless of their voting right (in the meaning of Art. 4 and Art. 5 of this Constitution) are entitled to receive an invitation for the General Assembly and to participate and speak in the General Assembly. Only members with voting rights (in the meaning Art. 4 of this Constitution) are entitled to vote in the General Assembly.
The General Assembly shall elect the members of the Executive Committee from among individual members of the Academy and approve or disapprove their decisions.
The General Assembly shall meet every year. At any meeting of the General Assembly, the President, the Secretary-General, the Vice-Presidents and the Treasurer shall submit a report of all their activities since the last General Assembly, to be approved by a majority vote.
ARTICLE 8 : ADMISSION AND ELECTIONS
- Member and Corporate Societies: Formal application is to be sent to the Secretary General by the officers of the Society applying. The candidature must be approved by the Executive Committee, by a majority vote.
- Individual Members and Affiliates: Formal application is to be sent to the Vice-President (Communications & Membership). The candidature must be approved by the Executive Committee by a majority vote.
- Members of the Executive Committee: 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 shall prepare a slate of nominations, taking into account geographic and professional affiliations, and shall propose this to the General Assembly. A simple majority vote of the members of the General Assembly is required to confirm the election of the slate of candidates. In the event that a slate of nominations is rejected, the executive committee shall consult the membership and 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.
- The President shall be nominated by the Executive Committee from among the five eligible officers (the three vice-presidents, the secretary-general and the treasurer). The nomination requires the approval of the general assembly, one year before taking up their term as president. Once nominated and approved, the president-elect shall continue to serve in their existing capacity on the executive committee.
ARTICLE 9 : DELEGATION OF POWERS, HEADQUARTER AND EXECUTIVE DIRECTOR
a) The Executive Committee may set up a permanent headquarter (office) of the Academy at a place in Switzerland or outside Switzerland, rent the necessary rooms for the office and appoint and remunerate an Executive Director to head such office.
b) The Executive Committee may enact by-laws or regulations by which certain powers vested in the Executive Committee, the Board of Officers or an Officer of the Academy are delegated temporarily or permanently to third persons - namely to the Executive Director - who do not have to be members of the Academy.
c) The Executive Committee and/or the Board of Officers may also appoint attorneys who will represent the Academy in the matters described in the respective power of attorney.
ARTICLE 10 : AUDITORS
a) The Board of Officers shall appoint a renowned auditing company as Auditors of the Academy for a term of one financial year. Reappointment is possible. The Auditors will audit the books and the financial statements of the Academy pursuant to the appropriate professional standards to be agreed on with the Board of Officers and submit their report for the financial year expired to the Executive Committee.
b) The Executive Committee shall submit the report of the Auditors together with the balance sheet, the lost and profit statement and the report of the treasurer for the last financial year of the Academy 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 Auditors shall henceforth be appointed by the general assembly and the standards applicable shall be those prescribed by the relevant provisions of the Swiss law.
ARTICLE 11 : FINANCE
Each individual member and affiliate and each member, affiliate or corporate society shall pay annual fees but the Executive Committee can, for special reasons, exempt societies and individuals from paying fees.
Any individual or society who fails to pay dues without good reason for two consecutive years after receipt of an individual request by the Treasurer shall be excluded from membership but can be reinstated after payment of past dues.
ARTICLE 12: DISSOLUTIONThe Association may be dissolved by a resolution of the General Assembly. 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 13: AMENDMENT OF THE CONSTITUTION
The Constitution may be amended by a simple majority vote of the General Assembly or by a simple majority of those participating in a postal or electronic vote.
Proposals to change the Constitution should be notified to the Secretary and be open to discussion by the EAACI membership at least three months before the General Assembly.
So approved in Barcelona by the General Assembly on June 8th, 2015.
The President: Antonella Muraro
The Secretary-General: Peter Hellings