EAZWV Constitution / Articles of Association |
The European Association of Zoo and Wildlife Veterinarians is an international not for profit organisation. It was originally registered in Switzerland (1996-2021). EAZWV has been registered with the Belgium authorities since 3 September 2021 - registration number: 0773 484 433 The articles of association registered with the Belgian authorities are laid out below. TITLE I: LEGAL FORM - NAME - SEAT - OBJECT - DURATIONArticle 1: Name and legal form§1 The association takes the form of an international non-profit association. §2 It is called "European Association of Zoo and Wildlife Veterinarians", abbreviated to "EAZWV". The full and abbreviated names may be used together or separately. Article 2. Headquarters§1 The registered office is located in the Brussels-Capital Region. Article 3. Disinterested purpose and object§1 The selfless purpose of the association is to promote the advancement and dissemination of veterinary knowledge and skills in the field of zoo and wildlife management and, in so doing, to advance the health, welfare, husbandry and conservation of wild animals while upholding the highest standards of professional ethics and contributing to the fellowship among its members. §2 In order to achieve this goal, the association has the following objectives:
§3 In order to achieve this selfless goal, the association has the following activities as its object, both in Belgium and abroad, on its own account or on behalf of its members:
§4 It has, in general, full legal capacity to carry out all acts and operations which are directly or indirectly related to its object or which would be of such a nature as to facilitate directly or indirectly, wholly or partially, the realisation of this object. §5 It may take an interest by way of association, contribution, merger, financial intervention or otherwise in any company, association or enterprise whose object is identical, analogous or related to its own or likely to promote the activities and objectives described above. §6 It may act as administrator or liquidator in other associations. §7 It may act as guarantor or provide security for legal persons whose object is identical, analogous or related to its own or which is likely to promote the activities and objectives described above, in the broadest sense. Article 4. Duration§1 The association is set up for an unlimited period of time. TITLE II : MEMBERSSection I: AdmissionArticle 5. Members§1 Membership of the Association is open to any person or organisation interested or involved in the veterinary aspects of wild animals, in captivity or in the wild and who wishes to promote the aims and objectives of the Association. §2 There are the following categories of membership:
Article 6. Admission procedure§1 Applications for membership should be submitted to the EAZWV secretariat as indicated on the EAZWV website. §2 The EAZWV Secretariat will inform members of the applications for membership received at regular intervals. If no objections are received within three months of this notification, the applicant will be accepted as a member with immediate effect. §3 In cases where the application for membership has not been accepted, the applicant may appeal to the General Assembly, which will take a final decision.
SECTION II: RESIGNATION AND EXCLUSIONArticle 7. Resignation and exclusion§1 Membership terminates upon the death, withdrawal or exclusion of the member. §2 If a member wishes to withdraw, it must inform the EAZWV secretariat in writing. Their membership will then expire at the end of the calendar year. §3 Non-payment of membership fees will also be considered as a notice of termination and membership will be automatically suspended at the end of the current period. §4 The Board may, after giving a warning, temporarily suspend the rights and obligations of a member, or exclude a member who:
§5 A member affected by a suspension or expulsion may appeal within 30 days of the decision of the Board and present their case to the General Assembly which will take a final decision. §6 Any person who withdraws or is excluded from the Association waives all rights of membership but is not released from the Association's responsibilities until the date of exclusion.
SECTION III. RIGHTS AND OBLIGATIONSArticle 8. Rights§1 Each member in good standing enjoys all the rights and privileges of the Association, including:
§2 After two years of continuous active membership in EAZWV, full members, retired members, honorary members, members from developing countries and student members are entitled to vote and hold office. §3 Institutional members may designate a representative who shall be entitled to vote on their behalf, but may not hold office. Additional staff of institutional members have the right to attend the General Assembly as observers. Article 9. Obligations§1 By joining the Association, each member acknowledges this Constitution and undertakes to respect it. §2 Members undertake to pay the annual dues and extraordinary contributions as decided by the General Assembly within one month of the end of the financial year OR within one month of the application for membership, whichever is the earlier. §3 Only the assets of the association are liable for the obligations of the association, the liability of individual members for these obligations is explicitly excluded. TITLE III. COMPOSITION OF THE ASSOCIATIONArticle 10. Governing bodies§1 The Association shall be composed of
TITLE IV. ADMINISTRATION – CONTROLArticle 11. Composition and presidency of the Board§1 The Board is composed of at least the following members, elected by the General Assembly for the periods indicated:
§2 No member of the Board (with the exception of the Immediate Past President) may serve on the Board for more than 3 consecutive terms. §3 Ideally, the Board should be composed in such a way as to reflect the international character of the association and the different branches of the profession. §4 Vacancies on the Board shall be announced to the members at least two months before the General Meeting - if circumstances permit. Nominations should be addressed to the secretariat. §5 The Board will review all nominations and propose appointments to the membership. §6 By being elected Vice-President, the holder of this office is expected to become President and then Past President of the association, provided that he or she maintains the objectives and standards of the association and is ratified by the General Assembly. §7 As a rule, the term of office of the members of the Board begins at the beginning of the new financial year. §8 Newly elected members of the Board may be registered as observers until such time as they officially take office. Article 12. Convening of the Board§1 The Board shall meet when convened by the President or, if the president is unable to attend, by the Vice-President or Secretary or, if there is no Vice-President and Secretary or if they are unable to attend, by another Board Member designated by his colleagues. §2 The Board meets at least twice a year. Article 13. Powers of the Board§1 The Board decides on all matters of the Association, as far as not determined otherwise by the Articles of Association. §2The Board shall have the power to perform all acts necessary or useful for the realisation of the object and purpose of the association, with the exception of those which the law or these articles of association reserve for the General Assembly. §3 In particular, it shall have the following responsibilities:
§4 The Board’s responsibilities are outlined in Article 13, Paragraph 1 above. Duties of specific officers may be reviewed by the Board without recourse to the membership provided that the responsibilities defined in Article 13, Paragraph 1 are still met. §5 The Board members are elected by the Membership to two-year terms as laid out in Article 11, Paragraph 1. Article 14. Deliberations of the Board§1 The Board may only validly deliberate and decide if at least half of the members are present or represented. §2 The decisions of the Board are taken by majority vote. §3 In the event of a tie, the president of the meeting shall have a casting vote. However, if the association has only two board members, the vote of the president ceases to be casting vote until the board is again composed of at least three members. Article 15. Representation§1 The association is represented by the president or vice-president. §2 They may delegate special powers to any agent. Article 16. Control of the association§1 The General Assembly shall each year elect two auditors or appoint a duly qualified professional or company to audit the accounts. §2 The auditors or the appointed professional will make a detailed report to the Board, inform the General Assembly in writing of the results of the audit and recommend approval or rejection of the financial report. Article 17. Advisory Board§1 The Advisory Board :
§2 The Advisory Board consists of one representative of each:
TITLE V. GENERAL ASSEMBLYArticle 18. Composition of the General Assembly§1The General Assembly is composed of all members of the association. However, each member’s voting rights are dependent on category and length of membership as laid out in Article 8.
Article 19. Powers of the General Assembly§1. The General Assembly shall exercise the powers conferred on it by law and these Articles of Association. §2. This includes the following exclusive competences which can only be exercised by the General Assembly:
Article 20. Conduct and convening§1 The General Assembly shall hold:
§2 Members will be given 28 days’ notice of the General Assembly Meetings §3 Members will be given at least 28 days’ notice of any resolution to be presented and will have the opportunity to record their vote in writing. §4 In the case of resolutions concerning amendments to the Articles of Association or dissolution of the Association, these shall be first be considered by the Board and then communicated to the members, together with the comments of the Board, at least two months before the meeting of the General Assembly. §5 Notices of meetings of the General Assembly will contain the agenda. §6 Any person may waive notice of the meeting and, in any event, shall be deemed to have been duly convened if he/she is present or represented at the meeting. §7 Members may participate in the General Assembly at a distance via electronic means of communication made available by the association. Through the electronic means of communication used, the association verifies the identity of the member. The electronic means of communication must at least enable members to take direct, simultaneous and uninterrupted cognisance of the deliberations of the General Assembly and to exercise their right to vote on all items on the agenda on which the General Assembly is called upon to decide. Members who participate in this way at the meeting of the General Assembly shall be deemed to have been present at the place where the meeting is deemed to have taken place, with regard to the conditions of attendance and majority. Article 21. Deliberations§1 All members are entitled to one equal vote at the general meeting and each member has one vote, subject to the provisions on eligibility laid out in article 8. §2 Any member may give another member a written proxy to represent him/her at the meeting and vote in his/her place. §3 A meeting may only deliberate on the proposals included in the agenda, unless all the persons to be convened are present or represented and, in the latter case, if the proxies expressly so state. §4 Except in cases provided for by law or decisions relating to amendments to the Articles of Association, or a motion to dissolve the Association, decisions shall be taken by a majority of the votes of the eligible members present and voting and of those who record their vote in writing, irrespective of the number of members present or represented at the general meeting. §5 Decisions relating to the amendment of the Articles of Association or the dissolution of the Association shall be taken by the General Assembly by a two-thirds majority of the eligible members present and voting and those who record their vote in writing. §6 Written votes must be in the hands of the secretary of the board at least 24 hours before the meeting. In the event of a tie, the president shall have a casting vote. §7 Unless expressly excluded, the written consent of the voting members shall be equivalent to the approval of a resolution at the general meeting, provided that a minimum of 10% of the voting members have recorded their votes. §8 The following resolutions must be submitted to a meeting (held in person or by digital means) of the General Assembly for voting:
§9 The decisions of the General Assembly shall be made known to its members via email and on the association website. TITLE VI. FINANCING - FINANCIAL YEARArticle 22. Funding§1 The association is financed by:
§2 The annual dues and extraordinary contributions for all or certain categories of members shall be fixed by the General Assembly. The annual dues are paid each year, according to the terms and conditions set by the Board, after receipt of a notice. §3 Honorary members are exempt from annual dues and extraordinary contributions. §4 The Board may, upon request, exempt an individual member from the payment of the annual subscription, in whole or in part, if special circumstances so warrant. Article 23. Financial year§1 The financial year begins on the first of October and ends on the thirtieth of September of each year. §2 On the latter date, the company's books are closed, and the Board draws up the annual accounts in accordance with the applicable legal provisions. The board also draws up a budget proposal for the following financial year. §3 The Board shall submit the annual accounts for the previous financial year and the proposed budget for the following financial year at the meeting of the General Assembly. TITLE VII. SECTIONS, GROUPS AND OTHER COMMITTEESArticle 24. Constitution of Sections§1 A minimum of 10 full or student members from a defined geographical area may constitute a national or regional section. §2 A minimum of 10 full or student members of a specific veterinary discipline or other interest group may form a specialised section. §3 Requests for the creation of new sections must be approved by the General Assembly. §4 Section status shall be obtained if the Board has established that the conditions laid down in Article 24(1) have been met. Article 25. Rights and obligations of the Sections§1 Sections shall adopt by-laws and carry out activities that reflect the aims and objectives of the association. §2 The Sections undertake, to the extent necessary and desirable, to coordinate their efforts and activities. §3 To finance their activities, the sections may levy annual dues from their members. Scientific meetings organised or publications issued by a section may be subsidised from the Association's budget. §4 Each Section established under Article 24 shall be represented on the Advisory Board by one designated representative. §5 Each section must submit a short, written report to the secretariat at least four weeks before the General Assembly. Article 26. Constitution and obligations of the Working Groups§1 Working groups may be set up by the Board to pursue the strategic objectives of the association. The Board may also dissolve the working groups if it considers that they are no longer necessary. §2 The objectives of the working group will be defined by the Board and reviewed annually. §3 The Board shall identify and appoint an appropriate working group lead, who shall oversee the activities of the working group. This appointment will be reviewed annually and may be renewed by mutual agreement. §4 Appointment of other members of the working group is at the discretion of the working group lead, but should represent the diversity of the organisation to the extent possible. §5 The working groups undertake, to the extent necessary and desirable, to coordinate their efforts and activities. §6 To finance their activities, the working group may organise fundraising events or be subsidised by the association's budget. §7 Each working group shall be represented on the Advisory Board by the president of the Working Group or his designated representative. §8 Each working group must provide a report for the half-yearly meetings of the Board and produce a short, written report suitable for circulation to the members at the secretariat at least four weeks before the General Assembly and the half-yearly Board meetings. TITLE VIII. EVENTS AND PUBLICATIONSArticle 27. Scientific meetings and other events§1 The association undertakes to organise at least one scientific meeting per year for the benefit of the members. §2 The association may co-organise meetings with partner organisations or co-sponsor scientific meetings organised by related organisations. §3 When organising scientific meetings, the association shall take into account other relevant international meetings scheduled for the year in question. §4 The association may organise conferences, training courses, excursions and similar events. These activities may be organised in collaboration with other organisations, where appropriate. Article 28. Publications§1 The association publishes the proceedings of its scientific meetings. §2 The association supports or publishes a scientific journal according to the objectives of the association. §3 Every three or four months, the association provides relevant and important information to its members by making available a website and other written materials as appropriate. TITLE IX. AFFILIATION AND RELATIONS WITH OTHER ORGANISATIONSArticle 29. Membership and relations with other organisations§1 The association consults and, as far as possible, cooperates with other like-minded organisations in the realisation of its mission. §2 When organising scientific meetings and other matters of mutual interest, the association consults and, as far as possible, cooperates with other associations working in related fields. §3 The association may choose to enter into a formal partnership with other organisations in the following circumstances:
TITLE X. DISSOLUTION – LIQUIDATIONArticle 30. Dissolution§1 The association may be dissolved at any time by decision of the General Assembly taken under the same conditions as those laid down for the modification of the object or disinterested purpose of the association. The reporting obligations that may be applicable in accordance with the law will be respected in this context. §2 The process for presenting proposals dissolve the association are laid out in Articles 20 & 21. Article 31. Liquidators§1 In the event of the dissolution of the association, for whatever reason and at whatever time, the Board Members in office shall be appointed as liquidators pursuant to these articles of association if no other liquidator has been appointed, without prejudice to the power of the general meeting to appoint one or more liquidators and to determine their powers and emoluments. Article 32. Allocation of net assets§1 In the event of dissolution and liquidation, the Extraordinary General Meeting shall decide on the allocation of the association's assets, which must in any case be allocated to a disinterested purpose. §2 This allocation is made after all debts, charges and liquidation costs have been cleared or after the necessary amounts have been deposited. §3 A transfer of ownership to members/founders or legal successors is not permitted. TITLE XI. MISCELLANEOUS PROVISIONSArticle 33. Election of domicile§1 For the execution of these articles of association, any member, board member, commissioner or liquidator domiciled abroad, shall elect domicile at the registered office where all communications, summons, summonses and notifications may be validly made to him if he has not elected another domicile in Belgium vis-à-vis the association. Article 34. Jurisdiction§1 For any dispute between the association, its members, administrators, commissioners, and liquidators relating to the affairs of the association and the execution of these articles of association, exclusive jurisdiction shall be attributed to the courts of the registered office, unless the association expressly waives such jurisdiction. Article 35. Common Law§1 The provisions of the Code of Companies and Associations which are not lawfully derogated from shall be deemed to be included in these articles of association and clauses contrary to the mandatory provisions of the Code of Companies shall be deemed to be unwritten. |