Articles of Association
§ 1 - Name, office location, financial year
- The name of the Association is the “European Academy of Sleep Medicine”. It is to be recorded in the Register of Associations of the Mannheim District Court, upon which it shall bear the additional designation of “German Registered Association” (German abbreviation: “e.V.”).
- The registered office of the Association is located in Mannheim.
- The financial year of the Association is the calendar year.
§ 2 – Purpose of the Association
- The purpose of the Association is to provide knowledge and experience of sleep medicine in the continuing education and further training of doctors as well as to create and facilitate networking opportunities between universities and doctors practising in the field of statutory health insurance as well as in-patient and out-patient healthcare. The following sentences explain how these purposes are to be put into effect. The Association carries out public relations activities and media communication work for sleep medicine in the region, the federal state, nationwide and throughout Europe by means of i.a. lectures and workshops. It also supports the research of affiliated institutions. In addition the Association seeks out and organises cooperation with specialist societies in the fields of general medicine, otorhinolaryngology, internal medicine, paediatrics, pneumology, psychiatry and sleep medicine as well as with institutions active in the areas of continuing medical education, further medical training and research outside the geographical scope of the European Academy. The Association provides recommendations on questions concerning medical studies as well as the continuing education and further training of doctors and other persons working in the field of sleep medicine. For these purposes the Association may call upon the services of third parties, especially of any society engaged in the advancement of such aims.
- The Association does not primarily pursue its own economic benefit. It acts altruistically, is a non-profit organisation and its sole and direct objective is the promotion of public-benefit interests in the sense laid down in the “tax-privileged purposes” section of the German fiscal code.
- Every person holding an office in the Association does so in an honorary capacity. Any resolution passed and resulting in an alteration to the Articles of Association is to be submitted to the responsible tax authority prior to being recorded in the Register of Associations.
§ 3 – Admission to membership
- Membership may be granted to network partners and affiliated research institutions as well as enterprises and individuals active in the field of sleep medicine or promoting such activities. 2.Application for membership is to be submitted to the Executive Board, who will reach a decision approving or refusing the application on the basis of a simple majority.
§ 4 - Termination of membership
- Membership shall terminate
- upon the dissolution of the institution or the death of the individual member;
- by voluntary resignation from the Association;
- by deletion from the membership list;
- by exclusion from the Association.
- Voluntary resignation is effected by means of a written declaration submitted to a member of the Executive Board. It may only take effect at the end of a financial year and is subject to a period of notice of three months.
- Upon resolution passed by the Executive Board members may be deleted from the membership list in the event of their membership payment being in arrears despite two reminders. No resolution on such deletions may be passed until three months after the second payment reminder has been sent. Any such members are to be notified that their names have been deleted.
- Upon resolution passed by the Executive Board members may be excluded from the Association in the event of their committing a flagrant violation of the Association’s interests. No resolution on such exclusions may be passed until the members concerned have within a reasonable period of time been given the opportunity of justifying their actions to the Executive Board in person or in writing. Any resolutions concerning exclusion are to state explicitly the reasons on which they are based and are to be disclosed to the members affected by registered letter. Such members are then entitled to file an appeal with the Members’ General Assembly. Any such appeal is to be submitted to the Executive Board within a period of one month following the receipt of the exclusion resolution. If the appeal is submitted within the time allowed the Executive Board shall convene a Members’ General Assembly to take place within two months and to reach a decision on the appeal. In the event of this not being done the resolution excluding the member is deemed not to have been passed. If any members thus excluded do not make use of their right of appeal against the resolution excluding them from the Association or if they fail to comply with the deadline they are considered to have subjected themselves to the resolution of exclusion with the consequence of their membership being terminated.
§ 5 - Financing the tasks of the Association
- The Association finances its tasks by means of membership fees, donations, public subsidies and charges for attending events.
- The membership fees are determined by the Members’ General Assembly in the framework of fee regulations.
- The funds held by the Association may only be used for the purposes stipulated in the Articles of Association. Members are not to receive any money from Association funds. Nobody is allowed to gain any benefit from expenditure alien to the purposes of the Association or from disproportionately high remuneration.
- The connection between the Association and the Department of Otorhinolaryngology at the University Teaching Hospital Mannheim results in the possibility of settling financial matters via the third-party account held by the latter and thus of ensuring transparency for public scrutiny.
§ 5 - Financing the tasks of the Association
- The Association finances its tasks by means of membership fees, donations, public subsidies and charges for attending events.
- The membership fees are determined by the Members’ General Assembly in the framework of fee regulations.
- The funds held by the Association may only be used for the purposes stipulated in the Articles of Association. Members are not to receive any money from Association funds. Nobody is allowed to gain any benefit from expenditure alien to the purposes of the Association or from disproportionately high remuneration.
- The connection between the Association and the Department of Otorhinolaryngology at the University Teaching Hospital Mannheim results in the possibility of settling financial matters via the third-party account held by the latter and thus of ensuring transparency for public scrutiny.
§ 6 – Organs of the Association
The organs of the Association are a) the Executive Board;
b) the Members’ General Assembly.
§ 7 – The Executive Board
- The Executive Board is composed of a minimum of three and a maximum of nine members. It elects a Chairperson and a Deputy Chairperson from among its members.
- The Association is represented judicially and extra-judicially by the Chairperson or the Deputy Chairperson, each authorised to act alone, in accordance with § 26 of the German Civil Code.
- One member of the Executive Board is proposed by the Department of Otorhinolaryngology at the University Teaching Hospital Mannheim.
- Appropriate representation within the Executive Board is to be given to network partners and affiliated research institutions.
§ 8 – Responsibilities of the Executive Board
- The Executive Board is responsible for all matters of the Association with the exception of any which are assigned by these Articles of Association to another organ. This responsibility covers above all the following tasks:
- Consulting and deciding on projects to be carried out;
- Preparing the Members’ General Assembly and setting the agenda;
- Convening the Members’ General Assembly;
- Implementing the resolutions passed by the Members’ General Assembly;
- Determining a budget for every financial year, keeping accounts, drawing up an annual report;
- Passing resolutions on the admission of members as well as on the deletion and termination of membership.
- The Executive Board decides on expenditure within the boundaries of the budget.
§ 9 – Term of office of the Executive Board
The members of the Executive Board are elected by the Members’ General Assembly for a period of three years starting on the day of the election. However they are to remain in office until their successors are elected. Re-election – also several times – is possible. Each member of the Executive Board is to be elected separately. In the event of a member leaving the Executive Board during the term of office the Executive Board may appoint a substitute member for the remaining period of the term to be served by the former member.
§ 10 – Resolutions of the Executive Board
- In general the Executive Board passes its resolutions in Executive Board meetings which are convened by the Chairperson – or, in the event of this proving impossible, by the Deputy Chairperson – in writing, by telephone or via electronic media and stating details of the agenda. In all cases a period of notice of three days is to be complied with. The Executive Board is considered to constitute a quorum if at least two members of the Executive Board, including the Chairperson or the Deputy Chairperson, are in attendance. A resolution is passed upon receiving the majority of the valid votes cast. If the case of a tie the person presiding over the Executive Board meeting shall have the deciding vote. The Executive Board meeting is presided over by the Chairperson or, in the event of this proving impossible, by the Deputy Chairperson. For the purpose of providing evidence the resolutions put forward to the Executive Board are to be recorded in writing and signed by the person presiding over the meeting. The written record is to include the place and time of the Executive Board meeting, the names of those in attendance, the resolutions put forward and the result of the votes.
- Resolutions may be passed by the Executive Board by means of a written procedure if all members of the Executive Board declare their agreement to such a procedure and to the provision to be resolved.
§ 11 - Members’ General Assembly
- Every full member has one vote in the Members’ General Assembly and is entitled to authorise another full member to exercise his or her voting rights. This authorisation is to be granted separately for each Members’ General Assembly. However, no member may represent more than three different voters.
- The Members’ General Assembly is solely responsible for the following matters:
- Approving the budget determined by the Executive Board for the pertinent fiscal year, accepting the annual report of the Executive Board, ratifying the actions of the Executive Board;
- Passing resolutions concerning the membership fee regulations;
- Electing and recalling the members of the Executive Board;
- Drawing up rules of procedure for the Executive Board;
- Passing resolutions concerning alterations to the Articles of Association and the dissolution of the Association;
- Reaching decisions concerning appeals filed against the exclusion of a member in a resolution passed by the Executive Board.
- The Members’ General Assembly may decide upon and submit proposals to the Executive Board in matters falling within the latter’s scope of responsibility. For its part the Executive Board may seek the opinion of the Members’ General Assembly in matters falling within its scope of responsibility.
§ 11 - Members’ General Assembly
- Every full member has one vote in the Members’ General Assembly and is entitled to authorise another full member to exercise his or her voting rights. This authorisation is to be granted separately for each Members’ General Assembly. However, no member may represent more than three different voters.
- The Members’ General Assembly is solely responsible for the following matters:
- Approving the budget determined by the Executive Board for the pertinent fiscal year, accepting the annual report of the Executive Board, ratifying the actions of the Executive Board;
- Passing resolutions concerning the membership fee regulations;
- Electing and recalling the members of the Executive Board;
- Drawing up rules of procedure for the Executive Board;
- Passing resolutions concerning alterations to the Articles of Association and the dissolution of the Association;
- Reaching decisions concerning appeals filed against the exclusion of a member in a resolution passed by the Executive Board.
- The Members’ General Assembly may decide upon and submit proposals to the Executive Board in matters falling within the latter’s scope of responsibility. For its part the Executive Board may seek the opinion of the Members’ General Assembly in matters falling within its scope of responsibility.
§ 12 – Convening the Members’ General Assembly
The ordinary Members’ General Assembly is to take place at least once a year. It is convened by the Executive Board in writing, stating details of the agenda and complying with a period of notice of two weeks beginning with the day following that on which the letter of invitation is dispatched. The letter of invitation is deemed to have been received by the member if it is sent to the most recent address supplied to the association in writing by the member. The agenda is set by the Executive Board.
§ 13 – Resolutions of the Members’ General Assembly
- The Members’ General Assembly is presided over by the Chairperson or, in the event of this proving impossible, by the Deputy Chairperson or another member of the Executive Board. In the event of no member of the Executive Board being in attendance, the Members’ General Assembly shall decide which person is to preside over the assembly. In the case of elections the Assembly may appoint an electoral supervisor to preside over the ballot itself and the preceding discussions.
- The person presiding decides on the voting procedure. The vote is to be carried out as a secret ballot if this is requested by ⅓ of the attending members with voting rights.
- The Members’ General Assembly is not open to the public. The person presiding over the Assembly may admit guests. The Executive Board decides whether or not to admit the press and representatives of radio and television.
- The Members’ General Assembly is considered to constitute a quorum if at least ⅓ of the members with voting rights are in attendance. In the absence of a quorum the Executive Board is entitled to convene a second Members’ General Assembly with the same agenda and complying with a period of notice of two weeks. This reconvened Members’ General Assembly shall be deemed to constitute a quorum regardless of the number of members in attendance. This provision is to be stated in the invitation.
- In general the Members’ General Assembly passes resolutions on the basis of a simple majority of the valid votes cast, whereby abstentions will not be taken into consideration. However any alteration to the Articles of Association shall require a majority of ¾ of the valid votes cast; any alteration to the purpose of the Association or to the dissolution thereof shall require a majority of 4/5 of the valid votes cast.
- If no candidate has obtained the majority of the votes cast in the first ballot of elections to the Executive Board or the Board of Trustees a run-off ballot is to be held between the two candidates with the highest number of votes cast.
- The resolutions put forward to the Members’ General Assembly are to be recorded in writing and signed by the person presiding over the Assembly. The written record shall include the place and time of the Members’ General Assembly, the name of the person presiding, the number of members in attendance, the agenda, the individual resolutions passed, the result of the votes and the voting procedure. In the case of alterations to the Articles of Association the exact wording of the altered sections is to be stated.
§ 14 – Subsequent requests for additional items on the agenda
Every member is entitled to submit a written request to the Executive Board for the subsequent inclusion of additional items in the agenda. Such a request is to be made at the latest one week prior to the day of the Members’ General Assembly. This provision does not apply to requests referring to fundamental resolutions. At the beginning of the Members’ General Assembly the person presiding over the Assembly shall make appropriate additions to the agenda in as far as he or she considers the inclusion of such additional items to be expedient. Any requests for the inclusion of additional items in the agenda which the person presiding over the Assembly does not consider to be expedient or which are not made until the Assembly is being held are to be decided on by the Members’ General Assembly. The acceptance of such a request requires a majority of ¾ of the valid votes cast.
§ 15 – Extraordinary Members’ General Assembly
The Executive Board is entitled to convene an extraordinary Members’ General Assembly at any time. Such an Assembly is to be convened if necessitated by the interests of the Association or if a request is made to the Executive Board by ⅓ of all members in writing and stating the purpose and the reasons underlying the request. §§ 12, 13, 14 and 15 apply accordingly to the extraordinary Members’ General Assembly.
§ 16 – Dissolution of the Association
- The dissolution of the Association may be determined only in a Members’ General Assembly on the basis of a majority of the votes as laid down in § 14. The Chairperson and the Deputy Chairperson are to be jointly authorised liquidators unless otherwise determined by the Members’ General Assembly. The provisions stipulated above shall apply accordingly in the event of the Association being dissolved for any other reason or losing its legal capacity.
- In the case of the Association being dissolved or annulled or of its previous purposes ceasing to apply the assets of the Association shall be transferred to the Mannheim Faculty of Clinical Medicine of the University of Heidelberg (third-party account of the Department of Otorhinolaryngology) with the requirement that these assets are used exclusively and directly for non-profit purposes in the field of medical technology and research.
Professor Dr. med. Karl Martin Hörmann, *17.11.1948 Fichtestraße 2, 68165 Mannheim