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Constitution
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21.06.2006 |
| Article 1: Name - Residence - Language |
a. The name of the organisation is World Hellenic Bio-Medical Association:
b. The headquarters of the Association are in London until the first World General Assembly.
c. The official language of the Association is English and/or Greek.
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Article 2: Aims and Objectives
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Aims:
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a. To promote the co-operation in the fields of Biology and Health Sciences among Greeks or Greek origin scientists and professionals living abroad.
b. To create a federation of all HMS in the world by bringing them under a single framework.
c. To develop and maintain a database of all Greek or Greek origin Bio-Medical colleagues around the world.
d. To establish scientific and professional links with the Bio-Medical Academia of Greece through the Greek Medical Schools and Greek Learned Bio-Medical Societies.
e. To promote the dissemination of Hellenic Bio-Medical Diaspora Worldwide
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Objectives:
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In furthering this aim the Association shall have the following objectives:
f. to organise international and regional congresses, conferences, symposia, workshops and courses.
g. to publish journals, newsletters, books and brochures for the dissemination of information.
h. to assist in education, training and providing educational programmes and materials.
i. to establish international exchange programmes.
j. to promote international collaborative research projects.
k. to provide such other services and develop such other functions as are compatible with the purposes of the Association and may be authorised by the Council.
The Association is a non-profit making organisation and shall not seek to promote any political, economic or religious aims.
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Article 3: Membership
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Section 1: Groups
The membership of the Association consists of:
a. Full members
b. Corporate members (Member Organisations)
c. Associate members
d. Honorary members
Section 2: Full Members
a. membership of the Association is open to all Greeks, Greek- origin people and those married to Greeks living abroad and working professionally in the Bio-Medical field according to the rules prescribed in the Bylaws. Full members can also become Greeks who lived and worked abroad for at least 5 years.
b. full members are entitled to attend, speak and vote at the meetings of the Assembly.
c. full members have the right to hold office in the Executive Board.
Section 3: Corporate Membership
a. any Hellenic Bio-Medical organisation abroad may become a member of the Association according to the rules prescribed in the Bylaws.
b. each Member Organisation is entitled to appoint one or more delegates to the Assembly according to the regulations in the Bylaws.
c. each individual member of a Member Organisation is considered a member of the Association and as such is privileged to attend and speak at meetings of the Assembly, but are not allowed to vote unless they are serving as a delegate.
Section 4: Associate Members
a. any individual working in the Bio-Medical field living in Greece may become associate members as prescribed in the Bylaws.
b. any non-Greek Biomedical scientist or professional living in Greece permanently.
c. associate members are privileged to attend and speak at meetings of the Assembly . They are not entitled to vote. They may have other powers that from time to time may be prescribed in the Bylaws.
Section 5: Honorary Members
a. persons of distinction in the Bio-Medical field may be awarded Honorary Membership of the Association.
b. Honorary Members are privileged to attend and speak at meetings of the Assembly, but are not entitled to vote unless serving as delegates.
Section 6: Termination of Membership
Membership of the Association shall be terminated:
a. on the death of a member.
b. upon the written request of the member - in which case membership ends at the end of the year in the request was received, provided that this is at least six months before the end of that year. If not, membership will end at the end of the next year.
c. by failure of the member or Member Organisation to pay the Association's membership fees - after due warning.
d. by a decision of the Executive Committee in the case of members or Member Organisations who act contrary to the Constitution of the Association or have caused unreasonable harm to the Association and/or its memberships-as prescribed in the Bylaws.
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Articles 4: Organisation
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Section 1: Organisational Structure
The organisational structure of the Association shall consist of the:
a) Assembly
b) Council
c) Officers
d) Special Interest Groups
Section 2: The Assembly
a. The Assembly shall consist of:
i. voting members - that is full members and delegates of Member Organisations as prescribed in the Bylaws.
ii. non-voting associate members - other members of the Association.
b. The Assembly shall:
i. review the activities of the Council.
ii. review and approve the accounts and review the financial policies.
iii. review and approve any proposed amendments to the Constitution and Bylaws.
iv. elect the Officers and the Council as prescribed in the Bylaws.
v. transact any other business necessary.
c. At least one regular business meeting year of the Assembly shall be held every 4 years. The Assembly may also meet on the call of the President or on the petition of at least one tenth of all members of the Association as prescribed in the Bylaws.
d. Twenty five members and those appointed as delegates shall constitute a quorum for the transaction of business.
Section 3: The Council
a. The Council of the Association shall consist of the Officers and Members, each of whom shall be elected by the Assembly as prescribed in the Bylaws.
b. The Council shall meet:
i. at least every 2 years
ii. should receive a written report from the President endorsed by all the Officers annually.
iii. upon the call of the President
iv. upon the petition of a majority of the Council Members.
v. postal or electronic meeting and voting of the Council is permitted
c. The Council is responsible for the managing the affairs of the Association and shall have and exercise all authority and duties except that specifically reserved to the Assembly as stated in section 2, sub-section (b) of this article.
d. It shall be the responsibility of the Council, within the framework of regulations in the Bylaws, to implement the resolutions of Assembly, to administer the affairs of the Association as directed to the Assembly, to appoint special working parties, to elect Members, Member Organisations and Honorary Members and to determine the place and the date of meeting Assembly.
e. In the event of vacancies occurring between terms the Council may appoint temporary Members to serve until the next meeting of the Assembly as prescribed in the Bylaws.
f. One third of the Council shall constitute a quorum for the transaction of business.
Section 4: Officers
a. The Officers of the Association are the President, President-elect, two vice-presidents Treasurer, Secretary and Deputy Secretary.
b. The Officers shall be elected and have the responsibilities, authority and privileges as defined in the Bylaws.
c. Where urgent decisions are required, the President and two other Officers shall constitute a quorum for the transaction of this business. In financial matters the Treasurer shall be one of the two other Officers. Notice of the decision will be given to Officers and Committee Members at the earliest possible date. Postal voting and electronic communication is permitted.
Section 5: Special Interest Groups
The Council may establish special Interest Groups to develop and promote special themes and also undertake certain duties of the Association. Special Interest Groups may organise workshops, conferences, courses etc. on behalf of the Association with the authority of the Council. Special Interest Groups should establish their own organisational structure. The Association will not be financially responsible for any event and action undertaken by the Special Interest Groups unless otherwise authorised by the Council.
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Article 5: Finance
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Section 1: Membership Fees
Full Members and Member Organisations shall remit to the Treasurer such membership fees and before such a point in time as shall be decided by the Assembly according to the regulations in the Bylaws.
Section 3: Contractual Responsibility
The Association may accept and conclude all contracts and acquires, alienated, rent or let any real property or personal property necessary to conduct its affairs.
Section 4: Fund Raising and Acceptance of Gifts
The Council will actively pursue fund raising possibilities in the pursuit of the objectives of the Association. The Association may accept and use all gifts, subsidies and legacies whether given in support of the general purposes or of a specific purpose of the Association.
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Article 6: Amendments
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Section 1: Amendments to the Constitution
Amendments to the Constitution may be proposed by the Council or by a petition of one third of the Members and the Member Organisations. Notice of the proposed amendment shall be mailed to Members and Member Organisations by the Secretary at least three months prior to the meeting of the Assembly. The full text of the motion must be attached to the agenda. An amendment will be carried to the Constitution when it has been accepted at a meeting of the Assembly with more than half the Members and Member Organisations present by a two thirds vote.
If the required number of Members is not a new meeting shall be convened at a time to be arranged. The decision can then be reached by two thirds of postal votes in favour, regardless of the number of Members present.
Section 2: Amendments to the Bylaws
Amendments to the Bylaws may be proposed by the Executive or a petition /motion of five Members to the Assembly at a regular meeting. A simple majority of votes will be sufficient to carry the proposed amendment to the Bylaws.
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Article 7: Dissolution
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Section 1: Dissolution
The Association shall be dissolved only by a two thirds majority vote of Members and Delegates of Member Organisations at a regular meeting of the Assembly at which more than half of the Members and Delegates of Member Organisations are present. The proposal to dissolve the Association and the full text of the motion must have been notified to Members and Member Organisations at least six months prior to the Assembly.
Should the required number of Members and Delegates of Member Organisation not to be reached, a new Assembly may be convened within one month during which the decision to dissolve the Association can be reached by a postal vote, regardless of Members present by a two thirds majority vote.
Section 2: Funds and Assets
In the event of dissolution the Council shall be responsible for the liquidation of the affairs of the Association. Because the Association is dedicated exclusively to scientific and educational purposes and the development of services, its funds and assets, in the event of its dissolution, should be distributed exclusively for these purposes.
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BYLAWS
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Section 1 Membership
a. Any individual seeking of the Association shall file a written application to the Secretary.
b. Any organisation seeking Corporate Membership of the Association shall file a written application which must include or be accompanied by a description of the nature and purpose of the organisation.
c. Election to Membership shall be by a simple majority of the Council.
d. The membership fees of the Association shall be fixed by the Council and adopted by a simple majority vote at the General Assembly.
e. All fees shall be payable in advance before the General Assembly.
f. A Member or Member Organisation may resign in good standing provided that they are not in arrears of fee payments or other obligations. A Member or Member Organisation who has resigned in good standing may be reinstated without prejudice.
g. An individual or Member Organisation may be expelled from the Association for conduct contrary to the Constitution of the Association or otherwise prejudicial to the Association. Charges of such conduct must be admitted to the Council in writing signed by at least two members of the Association. Before making a decision to expel a Member or Member Organisation the Council shall give that Member or Member Organisation the opportunity to answer the charge or resign. A Member or Member Organisation which has been expelled shall have the right to appeal to the General Assembly and must do this within one month of receiving written notification of their expulsion from the Council. After hearing the evidence, the Assembly will decide by a two thirds majority of the Members present.
Section 2 The Assembly
a. A meeting of the Assembly will be held every 4 years.
b. Corporate Organisations shall appoint one or two delegates to the Assembly.
c. Officers and Member of the Council cannot be appointed as delegates to the Assembly.
d. Delegates must make themselves known to the Secretary and present written evidence of their appointment by a Member Organisation prior to the Assembly in order to be able to vote.
e. Extraordinary Assembly meetings may be called by a petition to the Council signed by at least 25 Members which states the subject or subjects to be discussed. The Council must convene a meeting of the Assembly within a year of such a request. In the event that this does not take place the petitioning Members may convene the meeting themselves. Extraordinary meetings of the General Assembly can only make decisions on those issues which were stated at the time the meeting was called.
f. The Secretary shall notify Members and Member Organisations of the date, time and place of the General Assembly at least ninety days prior to the meeting and invite items for inclusion on the agenda. Resolutions for consideration at the General Assembly must be made in writing to the Secretary at least ninety days prior to the date of Assembly.
g. A report by the Council on the Association's business and a financial report - both covering the previous two years shall be presented to the General Assembly.
h. Subject to the provisions of Article 9 of the Constitution, resolutions will be passed at the General Assembly by a simple majority vote. Voting will be in the form of an anonymous ballot. In the event of an equal number of votes being cast the resolution will be considered to have been rejected.
i. In exceptional circumstances resolutions may be passed by a postal ballot of all the Members and Member Organisations entitled to vote (lead to perhaps state details, e.g. 60 days notice, Secretary to co-ordinate, Council decides on exceptional circumstances).
Section 3 The Council
a. Members and Member Organisations can propose candidates for election to the Council prior to the Assembly.
b. Each Member Organisation could have representatives in the Council but no more than three persons can be nominated from any one Member Organisation.
c. No more than three individual Full Members can be represented in the Council.
d. No more than one Associate members can be represented in the Council. Associate Members cannot be elected to the officers.
e. Candidates will be recommended to the Assembly.
f. Candidates elected at the Assembly shall succeed to Office at the close of the meeting at which they were elected.
h. Members of the Council shall serve for one term and/or until a successor is elected. They may be elected for a further term, but may not serve more than a maximum of two terms.
g. A Member of the Council who persistently fails to respond to letters or otherwise neglects his or her duties may be asked by the President - after consultation with the Office to resign.
Section 4. The Officers
a. The Officers of the Association are the President, the President-elect, two Vice-presidents, two Secretaries and the Treasurer.
b. The Officers shall be elected from Members of the Executive Board by the Council.
c. Officers serve for one term or until a successor is elected. They shall be eligible for no more than two consecutive terms in the same Office.
d. The President shall preside at Assembly meetings of the Council. He/she may call special meetings of the Council or of the Officers. He/she shall perform such other duties as may be assigned by the Council. In the absence or temporary disability or death of the President, succession to the Office shall be the President-elect.
e. The President-elect perform such duties as may be assigned by the Council or the President and preside to the organising and programme committee of the next World Congress.
f. The vice-presidents perform such duties as may be assigned by the Council or the President and preside to the organising and programme committee of the next World Congress.
g. The Treasurer shall receive and dispense and duly account all sums of money belonging to the Association. He/she shall keep accurate accounts, vouchers and receipts of all payments on behalf of the Association and all invested funds. He/she shall be responsible for the collection of all fees and registration of all new Members. He/she shall prepare financial reports for the regular meetings of the Council and the Assembly. The financial report to the Assembly shall be audited by a qualified accountant. He/she may be assisted in his or her duties by the formation of a small financial and business Sub Committee.
h. In the event that the President-elect, Vice-Presidents, Secretary or Treasurer are unable to perform the duties of their respective Offices, they may ask the President to be relieved of their responsibilities. The Officers can appoint a Deputy Officer in his/her place by a simple majority vote of the remaining Officers.
i. Should an Officer be considered unfit to carry out his/her duties he or she may be relieved of his/her Office by a two thirds majority vote of the Council. A postal vote may be conducted. If the vote is carried the Officer will be asked to resign and a Deputy Officer appointed in his place as under Bylaw 4.i.
Section 5: Special Interest Groups
The Council may establish ad hoc task orientated Special Interest Groups chaired by Members of the Association or Members of the Council. Special Interest Groups may organise workshops, conferences, courses etc. on behalf of the Association with the authority of the Council. Special Interest Groups should establish their own organisational structure for approval by the Council. The Association will not be financially responsible for any event and action undertaken by the Special Interest Groups unless otherwise authorised by the Council.
Section 6. World Congress
a. The Association shall organise a Scientific World Congress at regular intervals of 2-4 years or such other periods as may be determined by Council unless prevented by grave circumstances beyond the control of the Council. The scientific program shall be arranged by the Program Committee presiding by the President-elect. A local Organising Committee may be appointed for the organisation of the Congress.
b. The Council shall determine by a single majority vote of the Council members present, the place and date for the next Congress. The Council may propose one or more countries that should be invited to consider the hosting of the subsequent Congress.
c. During the World Congresses at least one regular Assembly meeting shall be held.
Section 7 Other Meetings
a. The Association may organise and conduct scientific congresses, conferences and seminars, both global and regional.
b. The Association is entitled upon invitation to participate officially in the scientific meetings of other organisations concerned with the aims of the Association. The Association will promote these official representations in the meetings of allied organisations as well as the representation of those in its congresses.
Section 8 Affiliation
a. The Council shall act to establish affiliations with associations and organisations where it seems that the best interests of the Association will be served.
b. The Council may enter into arrangements with authorised representatives of national and international scientific organisations.
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