§ 1 Name and Location
(1) The Society has the name "European Proteomics Association, EuPA". It is located at Max-Planck-Institute for Biochemistry, Am Klopferspitz 18, in 82152 Martinsried and shall be registered in the Register of Societies. Following to the registration, the Society carries the added designation "e. V.".
§ 2 Objectives and Tasks
(1) The Society pursues non-profit purposes only in the meaning of the section "tax-privileged purposes" of the General Fiscal Law.
(2) EuPA has the purpose to advance science and research in the fields of proteome research and proteomics-related basic research.
(3) EuPA pursues its objectives by strengthening the national and European proteomics organizations in their efforts; coordinating and providing educational programs; advancing the networking of scientists through meetings, workshops and student exchange; advanced training in proteomics technologies and applications;
Awards, fellowships, etc; establishing and maintaining contacts with international proteomics organisations.
(4) EuPA members shall participate in national and international scientific committees and thus advance the relevant knowledge of the Society.
§ 3 Structure
(1) EuPA acts as a roof organisation for European Proteome Research Societies. The members realise purpose and objectives of EuPA with support from the Society.
§ 4 Membership
(1) Regular Membership
a) Proteomics-organisations wishing to acquire full membership with full voting rights must fulfil the following requirements:
- Proteome research has to be the main activity of the organisation;
- They have to be a legal entity on their own or as part of a Mother Society,
according to the law of the country of origin.
(2) The Extended Executive Committee decides on the membership application which has to be provided in writing.
a) A refused member has the right to make an application for a decision on its admission in the next General Meeting. Any further legal action is excluded.
(3) Associated Members
a) Membership as an Associated Member is open for legal entities being able and interested in ideally and materially advancing the purposes and objectives of the Society. Associated members have a seat in the General Meeting, but no voting rights.
§ 5 Notice of Termination, Exclusion
(1) Membership may be terminated by the member at the end of a year accounting for a respite of 3 months.
(2) Exclusion of a member may be decreed by the Executive Committee in case of a material breach of membership obligations. If a member is in arrears with 2 annual membership fees the Executive Committee is allowed to exclude the member.
(3) Within 14 days after reception of the exclusion decision the member can object to that exclusion and apply that the next General Meeting takes that decision. Up to the decision, membership rights are resting.
§ 6 Organs of the Society
The organs of the Society are the General Meeting and the Executive Committee.
§ 7 Executive Committee
(1) The Executive Committee comprises on the one hand the Inner Executive Committee which is composed of the President (Chairperson) and its substitute together with 5 further Board Members and on the other hand the Extended Executive Committee which is composed of the authorized representatives of the Member Societies and the members of the Inner Executive Committee.
(2) The Chairperson or his substitute represent the Society juridically and non-juridically as a single person in each case.
(3) The Chairperson uses the title President; the Substitute uses the title Vice-President.
(4) The Inner Executive Committee is empowered to setup Rules of Procedure determining the responsibility areas of the individual members of the Inner Executive Committee.
(5) The Executive Committee is responsible for all EuPA affairs unless for those which are assigned to other organs of the Society according to the statutes.
(6) Members of the Executive Committee work on an honorary basis. Costs arising from working activities for the Executive Committee will not be reimbursed.
(7) In particular, the Executive Committee has the following tasks:
- Preparation, invitation und conduction of the General Meeting
- Performance of the resolutions of the General Meeting
- Elaboration of an annual budget plan for each accounting year, accounting
and preparation of an annual report
- Certification and termination of working contracts
- Resolutions concerning admission and exclusion of members
(8) Appointment and relieve from office of the Inner Executive Committee is accomplished by the General Meeting.
(9) Upon foundation of the Society, the Executive Committee is elected with the ordinary majority of the present members.
(10) Subsequent elections of the Executive Committee have to follow the rules given below:
a) Each voting member names 3 candidates for election of the Inner Executive Committee, one from their own society and at least two from another member. The three highest ranking scores are asked by the President if they would accept the post. After acceptance the General Meeting elects the Inner Executive Committee out of the proposed candidates. In case of equality of votes for 2 candidates a second ballot is performed. If equality of votes results again, the voice of the President is counted twice.
b) The Announcement of the proposed persons for the election is made in the invitation to the General Meeting in which the election takes place.
c) If not enough candidates are proposed the General Meeting is free to vote the Executive Committee from other candidates.
d) Election of the Executive Committee members takes place with the ordinary majority of the given votes.
e) Executive Committee members are elected for 3 years. Each Executive Committee member stays in function up to the election procedure. President, Vice-President and the other members of the Inner Executive Committee cannot hold the same post for directly consecutive terms.
f) The Executive Committee constitutes a quorum if all its members have been invited and at least half of them are present. The Executive Committee passes a resolution with ordinary majority. In the event of a split decision, the President has the casting vote.
§ 8 Passing of a resolution by the Executive Committee in writing
(1) The Executive Committee can pass its resolutions in written form with ordinary majority.
a) The president is responsible for phrasing the application of a resolution and the initiation of the procedure.
b) The application of a resolution has to be transferred to all members of the Executive Committee via ordinary mail, telecopy (fax) or e-mail with the request to vote in writing within 4 weeks after reception of the application. This respite starts with the arrival of the application at the addressee.
§ 9 General Meeting
(1) The regular General Meeting takes place once a year. It is called by the President or Vice-President with a 4-weeks-respite by ordinary mail, fax or e-mail including the agenda.
(2) An extra-ordinary General Meeting is called upon request of at least 1/3 of the membership.
(3) In particular, the General Meeting is responsible for
- Election of the Inner Executive Committee
- Election of an accounting reviewing board
- Approval of the annual report and discharge of the Executive Committee
- Passing resolutions on change of statutes and on dissolution of the Society
- Determination of the amount of the annual fee (the annual fee shall be determined according to the headcounts of the Member Societies)
(4) In the General Meeting each ordinary member has one vote.
(5) The voting right can be executed by the person representing the member itself or can be transferred to an ordinary member by a written mandate which has to be issued separately for each meeting.
a) Issuance of the mandate has to be communicated to the Executive Committee in written form at least 2 weeks prior to the General Meeting. The authorisation for voting depends on the date of arrival of the notification about the mandate at the Executive Committee.
(6) The Chairperson of the Meeting determines the way of voting. Voting must take place in written form if requested by at least one of the appeared members.
(7) The General Meeting passes resolutions with the ordinary majority of the given votes. Any General Meeting constitutes a quorum irrespective of the number of appeared members.
(8) Any change of the Society's purpose and statutes needs approval of 3/4 of all appeared members, the resolution on dissolution of the Society 3/4 of all members.
(9) Applications regarding the agenda have to be communicated at the latest 2 weeks prior to the General Meeting.
(10) Minutes of the General Meeting have to be prepared, summarizing discussions and resolutions, which have to be signed by the Chairman of the Meeting.
§ 10 Passing of a resolution in writing without a meeting
(1) A resolution taken by the members is also valid if no personal meeting took place and if half of all members approve the resolution. Also in the procedure in writing, any change in the Society's purpose requires 3/4 of all voting members; the dissolution of the Society requires approval of 3/4 of all members.
(2) The president has the right to phrase the application of the resolution and to initiate the voting procedure in written form.
(3) The President has to transfer the application of a resolution to all voting members of the Executive Committee via ordinary mail, telecopy (fax) or e-mail with the request to vote by giving the vote via letter, telecopy or e-mail within 4 weeks after arrival of the application.
(4) The Executive Committee has to inform the membership about the voting result.
(5) If the resolution has to be submitted at the register court, it is requested to demonstrate the member number as well as the number of given votes in a documentary way to the court.
§ 11 Dissolution of the Society
(1) In the event of dissolution of the Society or if the non-profit purpose of the Society ceases to exist the General Meeting has to pass a resolution on utilization of the Society funds.
(2) In the event of dissolution of the Society or if the non-profit purpose of the Society ceases to exist the Society funds will be transferred to a publicly owned legal entity or another tax-privileged statutory corporation pursuing purposes which correspond with those of the Society. To this end, prior to transferring the Society's funds the concerned finance office for corporations has to be asked for approval.