(1) DENOMINATION, HEADQUARTERS and OBJECTIVE.
To form an international association, whose purpose will be scientific and educational, under the name of:” FOEDERATIO EUROPEA ORTHODONTICA” abridged to “F E O”.
The registered office of the Federation shall be established in the Brussels Capital Region. The registered office may be transferred to another location within the agglomeration by simple decision of the Board of Directors, published in the same month in the Annexes of Het Belgisch Staatblad/Le Monitor Belge.
The purpose of the Association, a non-profit organization, 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.
The actions of the Federation shall be:
- Participating in 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
- Any other suitable mean in order to reach the goals of the Association.
The Association 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, grants, gifts and bequests. The method of evaluating the amount of the subscriptions are fixed by the internal regulations.
(2) AFFILIATED AND CORRESPONDING MEMBERS.
Any scientific European national association which wishes to be affiliated to the Association must satisfy the following criteria:
- have for its main (non-profit making) objective 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.
Any scientific National Association outside of Europe can become a corresponding member of the Federation if it satisfies all the criteria set out in Article 7. Corresponding members participate in the General Assembly but do not have the right to vote.
Affiliation to the Association by an organization fulfilling these criteria must be accepted by a majority vote of two-thirds of the members of the General Assembly.
All members 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 Association. This also pertains to those associations which do not pay their subscription fee within six months of the settlement date.
However, a 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 member of the Advisory Committee, 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.
All members of the Association are free to withdraw from the Association by submitting their resignation to the Board of Directors and sending it by registered letter.
All members shall 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 shall pay 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 Association.
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 organization.
(3) GENERAL ASSEMBLY or “Collegium Praesidialis”.
The General Assembly consists of all members of the Association. It possesses powers authorizing it to achieve the aims of the Association. 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 members of the Board of Directors, 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.
The General Assembly meets once a year 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 30 days before the meeting.
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 the distribution of votes shall be defined by the internal rules.
In the event of absence, a member can delegate their vote to another member.
Voting shall be expressed by raised hands except if a delegate requests a secret ballot. For the statutes to be valid, the General 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 30 days has elapsed.
Except in exceptional circumstances covered by the present statutes, resolutions are taken by a simple majority vote by those present 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 of Directors 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.
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 after a waiting period of 30 days has elapsed 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.
In case of dissolution of the Association, an extraordinary General Assembly will be conveyed in accordance with Article 13 to decide on the (international) association, or charity with a similar purpose, whom the assets of the Association will be appropriated to.
The Federation is managed by a Board of Directors or “Executive Committee,” composed of a minimum of seven members (President, Vice-President, Immediate Past-President, Secretary General, Treasurer, Administrator, Secretary General Adjunct, Webmaster), one of whom must be of Belgian nationality and the rest from different nationalities. The Administrator can also have another role on the Board of Directors. It is at the discretion of the Board of Directors and the General Assembly to co-opt additional members as business requires.
The members of the Board of Directors are appointed by the General Assembly for a mandate of three years, renewable for a maximum period of nine years. Each member can
be elected as president only once. The Belgian administrator may have his mandate prolonged beyond nine 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 of Directors.
The members of the Board of Director can be revoked by a two thirds majority vote of those present or represented members at the General Assembly.
The Board of Directors is presided over by the President of the Association.
The Board of Directors will meet whenever necessary or when specifically convened by its President, by own request of by request of at least 3 of its members. The invitation shall be sent 15 days before the meeting and contains the agenda, the date and the meeting venue. A member cannot be represented by another member.
The Board cannot officially take place if less than 50% of its members are present or represented.
The Board of Directors has full powers of administration subject to the powers of the General Assembly and the Technical Committees.
It has the power to adopt rules regarding the internal functioning of the Association, which are listed in the Internal Rules of Procedure of the Association. The Internal Rules are submitted to the General Assembly for approval. The General Assembly decides on the adoption of the Internal Rules, as well on any modification, in accordance with Article 16.
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 Directors on the activities of the Association. He is responsible for the day to day management of the activities under the supervision of the President.
The Secretary General 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.
The resolutions of the Board of Directors are taken from the majority of present members. In event of a tie, the President’s vote shall be 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.
Legal actions, be they claimant or defendant, shall be followed up by the Board of Directors represented by its President, General Secretary or a Board Member designated for this purpose by him.
Two Auditors, from different members are appointed by the General Assembly.
Their mandate is 1 year and they can be in office for a maximum of 3 years. The Auditors cannot belong to the same members as the Members of the Board of Directors.
The Auditors are tasked with controlling the revenues and expenditures of the Association, its financial reports, budgets and their legitimacy. Every year they present their report to the General Assembly.
(7) ADVISORY COMMITTEE
The Advisory Committee is composed by the three immediate Past-Presidents chaired by the immediate Past-President Member of the Board of Directors.
The Advisory Committee shall assist the Board of Directors in its tasks, submits proposals to the General Assembly and contributes with the knowledge and experience of its members to the continuity of the Federation. The committee meets once a year on the same date and location as the General Assembly.
(8) TECHNICAL COMMITTEES.
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.
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.
The committees can adopt their own internal rules.
(9) BUDGETS & ACCOUNTS.
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, within a period of 6 months following the end of every financial year.