§ 1 Name and location
1. The name of the association is ?European Restless Legs Syndrome Study Group (EURLSSG)?. It shall be registered in the chamber of registers and is then named ?e.V.? (registered association).
2. The association is based in Marburg, Germany.
3. The association was founded on 15th of October 2005.
4. The association remains neutral on politics, races and religions.
5. The fiscal year is the calendar year.
6. The association is founded exclusively and directly for non-profit purposes according to the part ?tax-privileged purpose? of the German fiscal code.
§ 2 Objectives of the association
1. Objective of the association is the promotion of the European scientific research in the field of RLS and the optimization of medical care for patients by improving diagnostic and therapeutic measures. A close co-operation of physicians, scientists, medical personnel, as well as patients and their family members is to be developed further and will facilitate a fast knowledge and information exchange in the field of RLS. Therefore the association wants to contribute to and improve the European information and communication structures and to support the establishment of standardized patient data banks.
The statute?s purpose in particular will be carried out by the following measures
a) fusion and integration of international experts within the field of RLS
b) initiation and execution of scientific projects in basic and clinical research as well as research in health care of the restless legs syndrome, which are not or only partly supported by public organisations or industrial sponsoring
c) execution of scientific meetings, seminars and advanced training activities
d) co-operation with national and international scientists, research projects or consortia, that could support the objectives of the association
e) assignment of research contracts to universities or non-profit organisations
f) publication of research results in a newsletter or a scientific magazine.
g) To provide grants to members and non-members for participation in scientific and educational meetings
§ 3 Non-profit entity
1. In all its activities, the association will maintain no economic interest and will be organized and function as a non-profit entity.
2. The funds of the association may only be used for achieving the purpose of the association. The members do not receive any allowance from the funds of the association.
3. No person may benefit from spending money that disagrees with the purpose of the association or from unusually high donations (allowance).
4. ersons in a honorary capacity may only receive reimbursement of their documented expenses.
§ 4 Membership
It is to be differentiated between regular members and sustaining members of the association. Natural and juristic persons (corporations), legal entities of the public and private right, can become regular members as well as in law and order recognized organisations, which support and promote the scientific and health-referred purposes of the association actively. For that purpose it requires the willingness to promote scientific research and knowledge in the field of RLS to along-arrange actively or support these tasks appropriately.
Only regular members have a right to vote. To practice the right to vote another member can be authorized in writing. The authorization is to be given for each plenary meeting of the members separately. However one member may represent no more than one additional voice by authorization. Natural and legal entities of the public right, who become active in the sense of the afore mentioned statute purposes or who will support the objectives of the association by financial, idealistic and other achievements actively can become sustaining members of the association.
The application for membership is to be addressed in writing to the executive committee, which finally decides on each request in the next board meeting. The decision is to be communicated to the applicant in writing, it requires no reason and cannot be contested.
§ 5 Termination of membership
The membership ends
a) with the death of a member
b) by voluntary termination of the membership
c) by exclusion from the association.
The voluntary termination is declared with a written statement to a member of the EC. It is only allowed at the end of the calendar year within a 3-month?s term of notice.
Membership of any member may be terminated in case of violation of the association?s interests by a decision of the executive committee. Before a decision can be made, the member has to be offered the opportunity to justify any reasons personally. A probable written declaration to the membership has to be read within the plenary meeting of members.
§ 6 Membership fees
There is no membership fee. The Executive Committee can propose a membership fee to the Plenary Meeting and the members decide on it.
(membership fee since 2009, see navigation point on the right side "Membership")
§ 7 Organs of the association
1. the organs of the association are
a) the Executive Committee (EC)
b) the plenary meeting (PM) of all members
2. Further organs can be formed or dissolved by resolution of the plenary meeting of members. If the new organs have only advisory function, it therefore requires no amendment of the by-laws, if the plenary meeting of members as an organ at the same time issues an agenda obligatory for the new organ.
§ 8 The Executive Committee (EC)
The EC according to German law consists of the
e) furthermore 3 "at-large" members belong to the EC.
The president has to be an European citizen.
It is not allowed that one person takes over more than one position of the EC.
§ 9 Representation
The association is represented judicially and extra judicially by two EC members conjointly.
The right of representation of the executive committee is limited to the property of the association.
§ 10 Duties and responsibilities of the Executive Committee (EC)
The EC is responsible for
a) the current business of the association
b) the execution of resolutions of the plenary meeting of members
c) to develop the financial plan
d) to record book keeping on incomes and expenditures of the association (total revenue)
e) decision on admission of further members
f) task distribution and control of business activity)
The president is allowed to assign tasks to EC members
§ 11 The term of office of the EC
All terms of office will be for two years beginning with the day of election. The EC holds office until the re-election of the EC.
If a member of the EC leaves the EC during the turn, the EC elects a substitute member from the pool of members for the remaining duration of the turn.
The reelection of a EC member in the same position is possible for further two years. The maximum membership in the EC in a sequence will be 6 years.
§ 12 Decision-making of the EC
The executive committee seizes its resolutions generally in board meetings, which will be announced by the president or vice president in writing, by phone or via email. In each case a three-day announcement is to be kept. The announcement does not require the agenda. The executive committee is resolutionable, if at least two members of the board, among them the president or the vice president, are present. During the procedure on adoption of resolutions the majority of the delivered valid voices decides. With equality of votes, the voice of the president/vice president as the leader of the board meeting decides.
The EC meeting is chaired by the president, if not available by the vice president.
Resolutions of the executive committee are to be proofed in minutes and signed from the leader of the meeting .
A decision of the EC can be done in a written form or by phone, if all EC members agree on that mode of action.
The executive committee meets at least once per year.
§ 13 Honorary work of the EC
The executive committee leads its business honorary. Personal expenses, which result from the executive committee activity, can be reimbursed in appropriate form.
§ 14 Rules of internal procedure
The executive committee can give itself rules of internal procedure.
§ 15 Liability of the Executive Committee
The executive committee is liable for practice of the office only under intention and rough obligation injury.
§ 16 Administrative Office
For the realisation of the current business the executive committee is authorized to establish an office and employ regular staff.
§ 17 Financial auditor
The auditor is selected by a simple majority of votes for the duration of two years by the plenary meeting of members. He/She examines all book keepings of the association and verifies the accounts. The auditor may not belong to the executive committee, and is not subject to the EC instructions and should therefore examine the financial business independently.
§ 18 Plenary meeting of all members
Each regular member present has one vote in the plenary meeting of the association.
The obligatory items on the agenda are:
a. Annual reports, financial statements, and auditor's reports of the two years preceding the meeting
b. Ratification of the financial statements and decision about granting an exemption from liability to the members of the executive committee. Ratification of the choice of the Auditor for the coming period
c. Election and dismission of EC members
d. Decisions on changes of the bylaws and termination of the association
e. Nomination of honorary members.
§ 19 Announcement of the plenary meeting of members
The plenary meeting of the association?s membership has to take place at least once every two year.
The Executive Committee has to ensure that the members are informed about the meeting at least 30 days prior to the date of the meeting including the announcement of the agenda.
The period begins with the working-day following on the sending off of the invitation.
The announcement has to be sent to the e-mail address of the member that has been announced in a written form by each member. The agenda determines the executive committee.
§ 20 Decision-making process by the plenary meeting of members and quorum
1. The plenary meeting of the association?s membership will be chaired by the president or in case of being prevented by the vice president or another EC member. If no EC member is present, the plenary meeting decides on a chair.
2. The minutes are taken by the secretary. If he/she is not present, the chair determines a deputy for taking the minutes.
3. The minutes have to be taken on the decisions of the plenary meeting of the association and have to be signed by the chair of the meeting and the secretary. The minutes have to include the following information: Place, date of the meeting, name of the chair and secretary and the number of the members present at the meeting, the agenda, the decisions and the mode of voting. In case of changes on the bylaws the changed article has to be indicated.
4. The plenary meeting is not a public meeting. The chair can admit guests. The PM has to decide on the admission to press, the broadcast network or TV.
5. The mode of voting is decided by the chair. The voting has to be in a written form, if 1/3 of the members present insist on that.
6. Each duly announced plenary meeting of members constitutes a quorum independent of the absolute number of members present.
7. The PM decides on proposals in general by majority of the valid votes; abstentions are not relevant. For changing the bylaws a two third majority of the valid votes is necessary, for the termination of the association a majority of 4/5.
8. For voting, especially for the EC the following is valid:
If no candidate has received a majority in the first ballot, a second ballot is performed between those two candidates, who have received the highest number of votes in the first ballot. The voting can take place by email independently from the plenary meeting of the members.
§ 21 Additional requests for agendaEach member can apply at the EC in a written form, that additional proposals will be included in the agenda one week before the day of the plenary meeting of members of the association at latest. The chair of the meeting has to add those proposals to the agenda at the beginning of the meeting. The membership decides on the application of additional proposals to the agenda, that may be initiated within the PM of the association. A 3/4 majority is needed to accept an additional application on that day.Proposals for termination of the association as well as the voting and dismission of EC members can only be decided, if the application of that proposal has been announced to all members together with the agenda.
§ 22 Extraordinary plenary meeting (PM) of all membersThe EC can announce an extraordinary plenary meeting of the association at any time. It has to be announced, if the interest of the association demands a plenary meeting of the association or if the EC demands a written form signed by 1/10 of all members indicating the reasons and purpose. The rules according to §§ 18, 19, 20 und 21 are applied accordingly in extraordinary plenary meetings of the association.
§ 23 Termination of the associationA proposal to terminate the association must be initiated by a vote of 2/3rds of the Executive Committee.The proposed termination must be included in the agenda of a PM of the association and announced to the membership at least 30 days prior to the meeting. The association may be terminated if at least four fifths (4/5) of the votes at the PM are in favor of such termination (§20).The president and the vice president are both to accomplish the liquidation if not decided otherwise by the plenary meeting of the association members. The same regulations apply accordingly if the association is terminated or dissolved because of other reasons or has lost its legal capacity.If the association is terminated or has lost the non-profit purpose, all remaining assets (funds) and properties must be conveyed to the Deutsche Restless Legs Vereinigung, RLS e. V., Schäufeleinstrasse 35, 80687 München under the condition that it is to be used directly and exclusively non-profit for the RLS research. This regulation is effective only if the responsible tax office agrees or gives otherwise to recognize that there are no fiscal doubts regarding the non-profit character.All belongings of the association will be transferred to RLS e.V. if the EURLSSG e.V. looses its non-profit status.
§ 24 Currency of the associationThe currency of the association is the Euro