Bylaws

Bylaws

(1) DENOMINATION, HEADQUARTERS and OBJECTIVE.

Article 1
To form an international association, whose purpose will be scientific and educational, under the name of:” FOEDERATIO EUROPEA ORTHODONTICA” abridged to “F E O”
This Federation shall be governed by the Belgian law of 25 October 1919, modified by the
law of 6 December 1954.

Article 2
The registered office of the Federation shall be established at 1040 Brussels,The registered office may be transferred to another location within the agglomeration by a simple decision of the Board of Directors, published in the same month in the Annexes of “Le Monitor Belge”.

Article 3
The purpose of the “Foederatio Europea Orthodontica”, a non-profit making organisation, will be the promotion of orthodontics and dento-facial orthopaedics in Europe by:

  • improving understanding and cooperation between the constituent associations;
  • harmonizing programs and training sessions;- encouraging research.

The Federation, to this effect, will be able to organize or undertake any activity relating
directly or indirectly to the aforementioned goals.

Article 4
The actions of the Federation shall be:

  • Congresses uniting the members of several associations;
  • Common publications by several associations;
  • The production of documents facilitating relationships between the members of the various associations;
  • Approaches to competent organisms;

And all other suitable means in order to reach the goals of the F.E.O.

Article 5
The “Foederatio Europea Orthodontica” has the right to own personal property and real estate
necessary for its purposes and administration. Its resources shall come from subscriptions
from the affiliated associations, gifts and bequests. The method of evaluating the amount of
the subscriptions is fixed by the internal regulations.

(2) AFFILIATED MEMBERS.

Article 6
Any scientific European national association which wishes to be affiliated to the “Foederatio
Europea Orthodontica” must satisfy the following criteria:

  • have for its main objective and (non-profit making) the scientific progress of dento-facial orthopaedics and of orthodontics;
  • adhere without reservation to the statutes and regulations of the Federation with appropriate entitlement;
  • to set up, either by its size and/or seniority, an association most representative of its country.

Each country can only be represented by one association.

Article 7
Affiliation to the “Foederatio Europea Orthodontica” by an organisation fulfilling these criteria must be accepted by a majority vote of two thirds of the members of the General Assembly: this decision is without appeal.

Article 8
All affiliated associations, which no longer satisfy the criteria of affiliation or who remain in serious disagreement with the aims pursued by the said federation shall be asked to relinquish their membership of the “FEO.” This also pertains to those associations which do not pay their subscription fee within six months of the settlement date.

However, an association member may only be excluded after being given the opportunity to explain itself by the Board of Directors in the presence of a neutral observer, who will submit a report. The exclusion is decided by a two thirds majority vote of the Board of Directors; this decision is without appeal.

Article 9
All associate members of the “Foederatio Europea Orthodontica” are free to withdraw from the Federation by submitting their resignation to the Board of Directors and sending it by registered letter.

Article 10
The members pay a subscription fee, fixed annually by the General Assembly on the recommendation of the Board of Directors. This subscription fee will vary according to the number of participants in the association.

Every country pays only one contribution. In those countries where there are several organizations united in one federation, the distribution of this contribution shall be made by general agreement. Nevertheless, every member of this federation shall be jointly held to the payment of the contribution vis-à-vis the FEO.

In the event of resignation or exclusion, the member leaving will remain liable for his/her
contribution for the current year and will have no redress against the organisation.

(3) GENERAL ASSEMBLY or “Collegium Praesidialis”.

Article 11
The General Assembly possesses powers authorizing it to achieve the aims of the Federation.It is composed of all associated members who are represented by their president by title and/or by a duly authorized delegate.

The following points above all fall within its jurisdiction:

  • definition of the norms for the running of the Federation;
  • approval of the budget and accounts;
  • election and dismissal of the trustees amongst them the President, the Vice-President, Treasurer and General Secretary;
  • modification of the statutes;
  • dissolution of the Federation;
  • fixing of the contribution;
  • agreement and exclusion of members;
  • creation of technical committees;
  • adoption of the internal regulations of the Federation.

Article 12
The General Assembly has the right to meet annually under the presidency of the President of the Board of Directors at the headquarters or at a location indicated on the notice to attend the meeting. The invitation is made by the Board of Directors by letter. It shall be sent 30 days before the assembly and contains the agenda, the date and the meeting venue. The additions to the agenda may be made on the request of a member of the federation.

An extraordinary General Assembly may be convened by the Board of Directors on its request or on the request of a third of its members, for any other date through the mailing of the agenda 10 days before the meeting.

Article 13
The opinion of the General Assembly shall be expressed by a vote. The number of votes available for each association or national federation depends upon the number of members per association or national federation. The table of distribution of votes is defined by the internal rules.

In the event of absence, affiliated organizations can delegate their vote by writing to another member who will be present and who does not have another proxy.

Voting shall be expressed by raised hands except if a delegate requests a secret ballot.For the statutes to be valid, the Assembly must be composed of two thirds of its members with voting rights. If the quorum is not reached, the Assembly will be reconvened and officially take place without a quorum. The second assembly cannot be convened until a waiting period of 24 hours has elapsed.

Article 14
Except in exceptional circumstances, covered by the present statutes, resolutions are taken by a simple majority vote by those present or represented and are then communicated to the members.It is not possible to decide on any subject not indicated on the agenda.The resolution of the General Assembly is recorded in a register, signed by the President of
the Board and the Secretary General, which will be made available to the members and kept at the headquarters of the Federation.

(4) MODIFICATIONS of the STATUTES.

Article 15
Without detriment to Article 5 of the Law of 25 October 1919, all propositions involving a modification to the statutes as their aim or the dissolution of the Federation must emanate from the Board of Directors or at least 20% of the Federation members.

The Board of Directors must inform the members of the Federation at least three months in advance of the date of the General Assembly which will make a ruling on the said proposition.
The General Assembly cannot officially take place unless two thirds of its members are present or represented by the Federation. No decision is valid if it is not voted in by a two thirds majority vote.

However, if the General Assembly does not have a quorum of two thirds of the Federation members, a new General Assembly will be convened under the same conditions mentioned above, and a definitive and valid decision will be made on the proposition under discussion, irrespective of the number of members or representatives present.

The modifications to the statutes will not come into effect until approval by Royal Decree and after the conditions of publication, as required by Article 3 of the Law of 25 October 1919, have been completed.

The General Assembly will fix the mode of dissolution and liquidation of the Federation.

(5) ADMINISTRATION.

Article 16
The Federation is managed by a Board of Directors or “Executive Committee,” composed of a minimum of three people, one of whom must be of Belgian nationality and the rest can be of different nationalities.

The administrators are appointed by the General Assembly under the following conditions: except for the mandate of the President and Belgian administrator, the mandate of administrator is of 2 years, renewable for a maximum period of six years. The president cannot be re-elected. The Belgian administrator may have his mandate prolonged beyond six years.
The proposed nominations will be submitted to the General Assembly who will decide by election on the appointments to the various positions on the Board.

The administrators can be revoked by a two thirds majority vote of those present or represented members at the General Assembly.

Article 17
The Board of Directors is presided over by the President of the Federation.

Article 18
The Board will meet whenever necessary or when specifically convened by its President.
An administrator can be represented by another administrator who does not already hold a proxy vote.
The Board cannot officially take place if less than 50% of its members are present or represented.

Article 19
The Board has full powers of administration except when these have been assigned on a day to day basis to the General Assembly and to the Technical Committee.
Day to day management is delegated to the Secretary General who is also an administrator, or a Ministerial Secretary.

The Secretary General will inform the Board of the activities of the Federation.He is responsible for the day to day management of the activities under the supervision of the President.
He has the power to enlist personnel of the Federation within the limits of the budget as determined by the General Assembly and after consultation with the Board of Directors.
The Board of Directors, under its supervision, can also confer under its responsibility special ministerial and specific powers to various people.

Article 20
The resolutions of Board of Directors are taken from the majority of present or represented administrators. In event of a tie, the President’s vote is decisive.

The resolutions are set down in a register signed by the President and the Secretary General and kept at the Headquarters of the Federation. All the acts involving the Federation are, except by special proxy, signed by the President and by the General Secretary who do not have to justify their powers in this regard to third parties.

Article 21
Legal actions, whether requests or in defence are followed up by the Board of Directors represented by its President, General Secretary or an administrator designated for this purpose by him.

(6) TECHNICAL COMMITTEES.

Article 22
The General Assembly may establish some technical committees whose goal is to contribute to define the action of the Federation, suggest various actions, undertake and achieve various strategies. The General Assembly can, if it considers it to be appropriate, invite to the sessions any person to speak on a particular point or delegate a task, the management of which will remain under its control.

Article 23
The committees are composed of designated members from the various organizations and are presided over by a designated member by the General Assembly. Expert outside advice may be sought.
They Committees can adopt their own internal rules.

(7) BUDGETS & ACCOUNTS.

Article 24
The financial year ends on December 31 of each year.
The Board of Directors must submit for approval by the General Assembly the account for
the financial year just ending and the budget for the following financial year.

(8) MISCELLANEOUS.

Article 25
Any subject that has not been covered by the present statutes and notably the publications to the appendices of “Le Moniteur Belge” will be submitted in accordance with the law of 25 October 1919, modified by the law of 6 December 1954.