Statutes

6th August 2009

1. Name, domicile, registration and business year

The association is named European Mast Cell and Basophil Research Network (EMBRN). The association has to serve immediate and directly the purpose of a non-profit association accordingly to the chapter “tax-privileged purposes” of the Fiscal code. Its legal seat will be in Stuttgart, Germany. It should be registered in the register of associations. The legal address is Wollgrasweg 49b, 70599 Stuttgart, Germany.

2. Intended purpose, goals and activities of the EMBRN

The intended purpose of the EMBRN is the promotion of sciences and research.
The association will be composed of scientists and physicians from all over the world being engaged and interested in mast cells, basophils and related cells.
The purpose will be realized particularly by basic research and application-oriented clinical research projects engaged in mast cells, basophils and related cells. The association will facilitate such research projects. The goal is to extent the  knowledge on mast cells and basophils.
The network will also include industrial members associated with mast cell and basophil research and mast cell/basophil-related diseases in order to support scientific collaboration between industrial partners and research institutes.
Furthermore, the network will support and participate in collaborative research applications, e.g. EU applications and other multinational applications for funding. The network promotes the development and distribution of unique scientific tools, protocols, reagents and models for mast cell and basophil research. The EMBRN runs a web site and organizes regular meetings.

3. Selflessness

EMBRN is a non - profit association. It does not intend commercial or profitable aims.
It’s not allowed to devote funds or resources to aims, which are not intended or written in the statutes. Members will not receive any benefits or funds of the association.
No person may be forwarded through expenses used for purposes other than intended of it or through disproportionately high salaries.

4. Members and member fees

Every individual or juridical person who will maintain the goals of the association or is interested in mast cell and basophil research could be a member. The managing – committee / Council will decide about the application for admission. There are three types of members, all of whom are invited to the EMBRN’s meetings (including the General Assembly) and to receive all relevant information.

Regular members

Regular membership carries voting rights at the General Assembly. Regular members are expected to attend the meetings.

Junior members

Junior membership is open to anyone within five years after doctoral degree. Junior membership covers the same rights as regular membership.

Honorary members:

The Honorary members should be elected by at least 2/3 of members present at the General Assembly after nomination by the President and approval by the Council. Honorary members do not pay membership dues but have voting rights.

Every member enacts one vote. The voting right could only be exercised personally or with authorization in written form. Regular membership ends automatically in case of discharge, exclusion or death. Discharge is only possible at the end of a year and must be announced to the managing – committee / Council in written form at least until the 30th September. In case a member offends against the rules of the association or does not pay membership dues for two years, he could be excluded immediately by the managing – committee / Council. Prior to the exclusion the member must be given an opportunity to defend himself.

The members pay membership fees. The amount and due-date of the annual fee will be defined by an ordinary resolution of the General Assembly.

5. The General Assembly

The General Assembly of members is held at regular EMBRN meetings, which are duly convened once a year. The managing – committee / Council has to call the annual general meeting in written form with at least a period of time of four weeks. Together with the letter of invitation the items of the agenda have to be published. The period of time starts one day after posting the letters of invitation. The invitation is presumed to be received if it is sent to the last known address of the member.
The General Assembly decides on all major EMBRN businesses and activities which are not delegated to another institution of the association. The General Assembly elects the Council members by majority vote. Only members can vote. The vote is secret.
The General Assembly makes a decision also concerning the following items: acceptance of the annual report / financial statement, the formal approval of the actions of the Council and the amendments of the statutes including an application of liquidation.
Decisions of the General Assembly will be resolved with majority of votes of the present members.
Amendments of the statutes must be resolved with the majority of 2/3 of the present members as well as the decisions in case of liquidation of the EMBRN.
Decisions of the General Assembly could also be confirmed in written form such as a resolution by notational voting using written circulations.
In case of a resolution by notational voting using written circulations there will be a deadline of two months for a feedback signal of the members.
The resolutions must be recorded in writing and must be signed by the chairman and the secretary.

6. The Council

The EMBRN Council consists of four officers:

  1. President
  2. Vice President
  3. Treasurer
  4. Secretary

Each member of the council board is entitled to act for the association on its own.

7. Extended Council

As members of the extended Council, four additional members can be elected by the General Assembly:  

  • Communication officer
  • Corporate sponsor liaison officer
  • Junior member liaison officer (needs to be a junior member) and
  • Scientific coordination officer

The General Assembly of members elects the Council for a period of four years (except for the first term of the Vice President, corporate sponsor liaison officer and junior member liaison officer, which will only be elected for a term of two years). Council members can hold council office positions for a maximum of two consecutive terms. The members of the council should come from at least four different countries. Council membership should rotate through different countries.

8. Responsibilities of officers

President

The President chairs the General Assembly and council meetings and provides the invitation and agenda or these meetings. The President represents the EMBRN in public and serves as liaison officer to organizations with mutual interests (medical, scientific, patient organizations). 

Vice President

The Vice President serves as regular meeting liaison officer.

Treasurer

The Treasurer is responsible for the bank account and the annual financial report. The Treasurer keeps the list of members and the EMBRN financial records.

Secretary

The Secretary keeps all contact information, prepares the minutes for General Assembly and council meetings as well as regular meeting reports.

Communication officer

The Communication officer is responsible for the EMBRN website and representation to the public (flyers, press releases) in co-ordination with the President.

Corporate sponsor liaison officer

The Corporate sponsor liaison officer serves as the EMBRN contact person for corporate sponsors.

Junior member liaison officer

The Junior member liaison officer represents the interests of EMBRN junior members. The Junior member liaison officer organizes and coordinates EMBRN junior member activities.

Scientific coordination officer

The Scientific coordination officer collects scientific information and protocols for the internet site, stimulates combined research programs and relays information of funding opportunities at the EU level.

9. Regular meetings

Any EMBRN member can apply to the council to organize a regular meeting. The council decides by majority vote.

10. Corporate sponsors

The EMBRN encourages corporate sponsorship by individuals, companies and organisations interested in mast cell and basophil biology. Corporate sponsors pay annual fees to the EMBRN and in return receive recognition for their support.

11. Amendment of the Statutes/Dissolutions of the Society

An intention to amend these Statutes or to dissolve EMBRN must be announced to the members in sufficient time before the general meeting of members. Amendments of these statutes may only be affected by a ballot of the General Assembly and require a majority vote of 2/3 of those present.
In case of dissolution or suspension of the association or in case of abolition of the tax – privileged purposes the assets of the association EMBRN go to the German Association of Red Cross in Berlin and have to be spent directly and exclusively for non – profit, charitable or ecclesiastic purposes. The dissolution must be resolved by the General Assembly at least with a majority of 2/3 votes of the present members. Rules additional to the Statutes can be fixed in a bylaw of the EMBRN.

The German version of the statutes will be decisive.

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