Constitution and Bylaws

Articles of association

Bylaws

Name and Domicile

article 1

1.1. The Society shall bear the name “European Veterinary Emergency and Critical Care Society” (“EVECCS”), hereafter referred to as the ‘Society’.
1.2. The society shall have its domicile in the municipality of Utrecht, The Netherlands.
1.3. The official language of the Constitution, Bylaws, General Meetings, correspondence, and negotiations shall be English.

Duration of Establishment

article 2

2.1. The Society shall be established for an unlimited period.
2.2. The Society year shall run concurrently with the calendar year, subject to the first society year ending on the last day of December of the year in which the Society is established.

Objectives

article 3

3.1. The Society is a non-profit making organisation and does not pursue commercial interests. The aim of the Society shall be to promote the study, development, and practice of veterinary emergency medicine and critical patient care in Europe.
3.2. To this end the Society will endeavour to:
a) encourage and support education and research into veterinary emergency and critical care;
b) suggest, promote, and advise upon standards and guidelines for the clinical practice of veterinary emergency and critical care;
c) disseminate information pertinent to the society’s objectives to all interested groups and associations;
d) stimulating co-operation and co-ordination with other societies involved in veterinary emergency and critical care medicine.

Membership

article 4
4.1. The Society shall consist of full members, affiliate members, student members, and honorary members. If and when these articles mention ‘member’ or ‘members’, this shall refer to full members, affiliate members, student members and honorary members, unless stated to the contrary.
4.2. Full members are those that have been admitted in accordance with the terms of article 5, first and second sub-article.
4.3. Affiliate members are those that have been admitted in accordance with the terms of article 5, third sub-article.
4.4. Student members are those have been admitted in accordance with the statement in article 5, fourth and fifth sub-article.
4.5. Honorary members are those that have been admitted in accordance with the terms in article 5, sub-article six and seven, as a result of outstanding contributions to the Society or outstanding contribution to the advancement of veterinary emergency and critical care medicine.

article 5
5.1. Full membership of the Society shall be open to all individuals active within the veterinary professions including veterinary doctors, nurses and technicians.
Applications for full membership must be submitted on the official application form available from the office of the Honorary Secretary. Completed applications shall be considered by the General Board.
5.2. The General Meeting shall rule on the admittance of full members. With the announcement of the Annual General Assembly a full membership list shall be published. Any objection to the appointment of a new member shall be made in writing to the office of the Honorary Secretary until two weeks before the Annual General Assembly, giving reasons for the objection. The General Meeting shall rule on these objections, and also on any complaint regarding non-admittance.
5.3. Affiliate membership shall be open to individuals active outside the veterinary professions including medical doctors, nurses, technicians, and any other suitable and qualified individuals (credentials to be established by the General Board) who are interested in the Society’s objectives and will actively participate in its operation. The affiliate members shall have no right to vote and may not hold a function as member of the Executive Committee or the General Board. They are required to pay the Society the initial membership fee and annual dues as these have been stipulated for them.
Applications for affiliate membership must be submitted on the official application form available from the office of the Honorary Secretary. Completed applications shall be considered by the Executive Committee; the General Board shall rule on these applications.
5.4. Student membership shall be open to students who are registered on a course of study leading to a veterinary degree entitling them to practice as a veterinarian. The student members shall have no right to vote and may not hold a function as member of the Executive Committee or the General Board. They are required to pay the Society the initial membership fee and annual dues as these have been stipulated for them.
5.5. Applications for student membership must be submitted on the official application form available from the office of the Honorary Secretary. Completed applications shall be considered by the Executive Committee; the General Board shall rule on these applications.
5.6. Nomination of honorary member status shall be made through the sponsorship of at least two full members. The sponsors shall furnish the Honorary Secretary with such information concerning the nominee, as is required by the General Board, e.g. Curriculum Vitae. Election of Honorary membership shall be accomplished by a two-third vote of the General Board and a two-third vote of the General Assembly of the Society.
5.7. Honorary members shall have no right to vote and may not hold a function as member of the Executive Committee or the General Board. They shall not be required to pay the initial membership fee or annual membership dues.
5.8. The membership shall be personal and therefore not transferable nor possible to inherit.

article 6
Each member is expected to actively participate in the affairs of the Society. Repeated unexcused absences from the Society meetings may render a member subject to disciplinary action by the General Board.
The General Board shall be authorized to suspend a member or to discipline the member otherwise until the following General Assembly, should the member repeatedly act contrary to his membership responsibilities, or for non-professional or unethical conduct or other action against the best interest of the Society by the General Board.
At the following General Assembly the General Board has to be held accountable for the decision to take disciplinary action or suspend, shall make more specific proposals with regard to it. During the period of a member’s suspension, no rights appertaining to membership may be exercised.

article 7
7.1. Membership expires:
a) upon the death of the member. Should a legal body be a member of the Society, then its membership expires if and when it ceases to exist;
b) upon cancellation by the member;
c) upon cancellation on the part of the Society;
d) upon expulsion.
7.2. Cancellation of membership by the member may only take place in writing and must in the possession of the Honorary Secretary three months prior to the end of the Society year. The Honorary Secretary shall be obliged to acknowledge receipt in writing within eight days. If a cancellation has not taken place within the time limit, then membership shall run until the end of the following society year, unless the General Board shall decide otherwise, or the member cannot reasonably be expected to prolong his membership.
7.3. Cancellation of membership on behalf of the Society may be enacted through the General Board, towards the end of the current society year, with due observance of a cancellation period of at least four weeks, if the member, after repeated written summons thereto, has not fulfilled his monetary obligations towards the Society in full at the first of November, and also if the member has ceased to fulfil the requirements under the articles of association for membership at any given time. Cancellation by the General Board shall result in the immediate termination of membership, if and when the Society cannot in all justness and fairness be expected to prolong the membership. The notice will be in writing, with a statement of the reason(s) for it.
7.4. Expulsion from the membership may only be implemented when a members action conflict with the Constitution, Bylaws or decisions of the Society, or damages the Society in an unreasonable way.
The expulsion shall be enacted by the General Assembly, upon the well-founded recommendation of the General Board. The General Board shall notify the member concerned of this well-founded recommendation as soon as possible, with a statement of the reason(s) for it. The member concerned is entitled to submit any well-founded objection to this to the General Assembly within one month of receiving the notification.
The member shall be suspended until the following General Assembly. The decision of the General Assembly regarding a recommendation of expulsion shall be taken with at least a two-thirds majority of the valid vote cast. The member concerned shall be notified of this decision without delay.
7.5. If and when the membership ends in the course of the society year, regardless of the reason or cause, the annual dues or the member shall nevertheless be payable in full, unless the General Board shall decide otherwise.
7.6. Contrary to the terms of the first sentence of Article 36 sub-article 3 of Book II of the Netherlands’ Civil Code’, a member, by cancellation of membership, cannot evade a resolution pursuant to which monetary obligations of the members are increased, except of course the provisions of sub-article 2 of this article.

Finances

article 8
8.1. The financial funds of the Society consist of the dues of the full members, affiliate members, and student members, admission fees, of incidental receipts by virtue of testamentary disposition, legacies, and donations and finally of other incidental fortuitous assets.
8.2. The initial admission fees and annual dues for full members, affiliate members, and student members shall be fixed annually by the Executive Committee of the Society. This decision shall require the approval of the General Assembly.
Payment of the annual dues shall entitle a member to receive the Annual Report and all other notices of the Society, and to be listed in the directory.
8.3. The annual dues must be paid within three months after receipt of the notice. Members shall be adjudged delinquent if they are one year in arrears, and shall cease to be member if two years have elapsed without payment.
8.4. Members of the Society shall receive no payment from the funds of the Society, except reimbursement of expenses.
8.5. The financial means of the Society may only be spent in accordance with the Constitution and Bylaws of the Society.

Organisation

article 9
9.1. The Society shall be composed of all the members. The Society is composed of a central administration and a series of Divisions.
9.2. The Society shall have responsibility for organizing, approving, and administering all scientific and business matters, including approval of actions of divisions.
9.3. Groups of members of the Society may organize into Divisions based on regional, linguistic, professional, or other similarities. Divisions of the Society are professional non-profit making organisations with the same objectives as the main Society.

Executive Committee

article 10
10.1. The officers of the Executive Committee shall consist of the President, Vice-President, Honorary Secretary, and the Honorary Treasurer/Membership Secretary.
10.2. The officers of the Executive Committee shall be elected by the full members at the Annual General Assembly.
10.3. In preparation for the elections, the Executive Committee shall appoint a Nominating Committee that will be composed of three full members. This Committee shall nominate at least one full member for each vacant position. A list of candidates shall be distributed to all members with the notification of the General Assembly. The Committee shall report to the Society at its General Assembly.
Nominations of candidates may be made in writing to the Honorary Secretary by full members at least four weeks prior to the election, and must be supported by at least three full members.
10.4. The term of office of the officers of the Executive Committee shall be three years. The President and Vice-President may not be re-elected in the same office. The Honorary Secretary and Honorary Treasurer/Membership Secretary may be re-elected one time.
10.5. The Vice-President shall become acting President until the following General Assembly, should the President for any reason be unable to complete the term of office.
10.6. Other interim vacancies which may occur shall be filled by the General Board from among the full members, until a new officer has been elected at the following General Assembly.
10.7. The General Assembly may suspend or dismiss an officer should they judge to be grounds for this. A majority of two-thirds of the valid votes cast shall be required for this decision.
10.8. The officers are entitled to resign at any time, with due observance of a term of at least three months prior notice in writing.

Duties of Officers

article 11
11.1. The President:
a) shall preside at the Annual General Meeting and Special General Meetings of the Society;
b) shall be chairperson of the Executive Committee and the General Board;
c) shall appoint special committees not otherwise provided for in the articles of association. If these special committees are to continue to serve in the period after the next General Assembly, approval to do so must be gained from the members at the General Assembly;
d) shall present an annual report at the General Assembly.
The president will remain on the General Board for a further three years as Past President.
11.2. The Vice-President:
The Vice-President supports the President in any of his duties and performs the duties of the President in the latter’s absence or inability to serve.
11.3. The Honorary Secretary:
a) shall be responsible for regular and complete minuting of meetings of the members, the Executive Committee and the General Board;
b) shall perform any other duties incidental of the office of secretary and such other duties as may be assigned to him by the President or the General Board;
c) shall be responsible for an annual, secretarial report that shall be presented at the General Assembly.
11.4. The Honorary Treasurer/Membership Secretary:
a) shall be responsible for managing the funds and financial administration of the Society;
b) shall perform all the duties incidental to the office of treasurer and such other duties as may be assigned to him by the General Board;
c) shall be responsible for the registration of all members and the publication of a full list of new members in the Annual Report;
d) shall be responsible for the publication of a detailed financial report concerning the full preceding Society year that shall be presented at the annual General Meeting and any other financial reports the General Board desires.
11.5. All officers jointly as well as the President with either the Vice-President or the Honorary Secretary jointly, are authorized to represent the Society legally and in general.
11.6. The General Board as well as the President, Vice-President and the Honorary Secretary may allow themselves to be represented, as stated in sub-article 5, by written power of attorney, with the understanding that should the Treasurer be granted power of disposition over bank and giro accounts, this shall only extend as far as the precisely defined limits of the authorization.
11.7. The Executive Committee is authorized to take decisions both in and out of session. In the latter case, all officers are required to register their support in writing. A decision is made by a simple majority of votes.

General Board

Article 12
12.1. The General Board shall consist of the officers of the Executive Committee, the outgoing President, the Chairmen of each Division recognised by the Society, and one or two ordinary members of the Society.
12.2. The General Board may invite other full members to attend meetings; these members shall then have an advisory vote.
12.3. The terms of article 10, fourth to sixth sub-article, shall similarly apply to the General Board.
12.4. The General Board shall be the governing body of the Society, shall be responsible for matters of Society policy, approves of the policies of recognized Divisions, shall present matters pertaining to membership to the General Assembly, and shall meet to discuss Society policy as and when at least two members of the Executive Committee shall require.
12.5. The General Board shall require the certification of the General Assembly for the contraction of loans, as well as for the purchase, alienation, encumbrance, renting and letting of property, and for contracts under the terms of which the Society shall be bound as guarantor or several co-debtor, render financial protection to a third party or bind itself as surety for the debts of a third party.
12.6. The General Board is authorized to take decisions both in and out of session. Legally binding decisions may only be taken in session if and when a simple majority of members is present. Legally binding decisions may only be taken out of session if and when all members have cast their vote on the matter in writing. Decisions are made based on a normal majority of votes.

General Assemblies (General Meetings)

article 13
13.1 An Annual General Assembly or Meeting shall be held during the scientific and business meeting of the Society, during another suitable scientific congress, or at another suitable moment as determined by the General Board. General Meetings shall be convoked by the General Board, within a period of not less than sixty days. Convening shall be accomplished by the written notification of each and every member.
13.2 With the exception of the Annual General Meeting intended in sub-article 1, Special General Meetings shall be held if and when the General Board shall require, and if and when applied for in writing, with a statement of the reasons for it, by a number of members sufficient to cast one tenth of the total number of votes at a General Meeting, should all members be either present or represented at that General Meeting.
13.3 After receipt of the application the intended in sub-article 2 the General Board shall be required to convene a Special General Meeting within a period of ninety days. If and when no response to the application shall be forthcoming within thirty days of its receipt by the General Board, then the applicants shall be authorized to proceed to convening the Special General Meeting in the same way as the General Board shall do.
13.4 No business shall be transacted at the Special General Meeting other than that for which the meeting was called. Decisions made at the special General Meeting will require ratification at the next Annual General Assembly as mentioned in sub-article one.

article 14
14.1. The business element of the Annual General Assembly shall be prepared by the General Board. The General Board shall publish its Annual Report at this meeting, and, with consultation of the relevant documents, shall furnish the accounts of its administration during the preceding financial year. If necessary, elections take place at this meeting.
14.2. Budget Committee, consisting of two full members (Auditors) who are not member of the Executive Committee of the Society, is elected by the full members present at the Annual General Meeting to investigate the accounts and the financial accountability of the casu quo last-elapsed financial year preceding the next Annual General Assembly. The committee shall report its findings to the General Assembly. Should the investigation require book-keeping knowledge, then the committee may enlist the help of an expert.
14.3. The General Board shall be obliged to furnish committee with all the information it shall desire, to give evidence of the funds and assets of the Society at the request of the committee, and to provide access to the books and records of the Society.
14.4. Approval by the General Assembly of the Annual Report and the accounts shall allow the discharge of the General Board.
14.5. When and if certification of the accounts shall be withheld, the General Meeting shall appoint another committee to consist of at least three full members, which shall conduct an new investigation into the accounts. This committee shall have the same powers as the above-mentioned Budget Committee. The committee shall report its findings to the General Meeting within one month of its appointment. When and if certification of the accounts shall again be withheld, the General Assembly shall take all such measures as it shall deem to be necessary measures to the interests of the Society.

article 15
15.1. All members have the right to attend the General Assembly. Full members have the exclusive right to one vote each; they are permitted to allow their vote to be cast by another full member, with written power of attorney.
15.2. Without prejudice to the terms in article 13, second and third sub-article, the General Board may allow postal ballots on matters to be decided by the General Assembly, with the exception amendments to the articles of association and the dissolution of the Society. If a postal voting takes place, all full members shall receive a clear, well-founded draft motion from the General Board with the summons to cast their vote before a specified date, which shall be at least sixty days after the date of dispatch. If such a draft motion is unanimously approved by the full members, a decision of this kind shall have the same force as the decision of the General Assembly and shall be entered by the Honorary Secretary in the minute book, while the result of the ballot shall be reported at the next General Meeting.
15.3. Ballots regarding business shall take place orally and election of persons shall take place in writing. The carrying of motions by acclamation is possible, providing that this takes place following a motion from the chair.
15.4. All ballots pertaining to business shall be decided by an absolute majority of the votes cast, insofar as the articles of association or Bylaws do not state otherwise. Equality of votes shall cause the motion to be deemed to be rejected. Election of persons shall result in the election of that person who achieves an absolute majority of the votes cast. If and when no majority is gained, then a second ballot shall be held between the persons who gained the greatest number of votes cast, and that person is elected who achieves a majority of votes cast in the second ballot. If the second ballot results in an equality of votes then the election shall be decided by lot. In this article votes are understood as being the valid votes cast, such that blank voting papers and voting papers signed by the member voting shall not be regarded as valid.
15.5. A judgement regarding the result of a ballot which has been announced to the meeting from the chair is decisive. However, if and when the correctness of the judgement is challenged immediately after it has been announced, a new ballot shall take place if and when desired by a majority of the meeting, or if the original ballot did not take place in writing, if and when desired by one individually present voting member. The legal consequences of the original ballot shall lapse upon a second ballot.
15.6. Student members may attend the General Assembly but must inform the Honorary Secretary beforehand. Student members may be asked to vacate the room while voting takes place.

Annual Report

article 16
16.1. The Annual Report of the European Veterinary Emergency and Critical Care Society shall be published each year.
16.2. The Annual Report shall be placed at the disposal of all members free of charge. The Annual Report shall be sold to non-members at a price set by the Executive Committee.
16.3. The Annual Report may contain any part of the proceedings and scientific papers of the General Meeting which the General Board sees fit.
It may also contain reports of study groups in the field of veterinary emergency and critical care medicine, and society reports as well as any other material of interest with the objectives of the Society in mind.

Amendments to the Articles of Association

article 17
17.1. Amendments of the articles of association may only take place following a decision of the General Assembly, which has been convened with the notification that it will involve motions of amendment to the statues. Notice of at least thirty days is required to summon such a meeting.
17.2. The summons must be accompanied by a verbatim statement of the motion of amendment. The amendment shall be distributed to all members with a recommendation of the General Board.
17.3. Full members may submit amendments to the articles of association. The motion of amendment to the articles of association shall be motivated and submitted in writing to the President of the Society at least three months prior to the next Annual General Meeting. The motion of amendment shall be announced to the membership with the recommendation of the General Board. The motion of amendment shall be brought to a vote at the General Assembly. An affirmative vote of at least three-quarters of members present shall be required for adoption.

article 18
18.1. The amendments to the articles of association shall not come into force until a deed by a civil law notary has been drawn up.
18.2. The officers are required to deposit an authentic copy of the amendments and the articles of association to be amended at the office of the Chamber of Commerce in Utrecht, the Netherlands.

article 19
The terms of those articles of association, which limit the authority to amend one or more other terms, shall only be amended in observation of a similar limitation.

Dissolution and Liquidation

article 20
20.1. For a decision concerning dissolution of the Society equal formalities as stipulated in article 18 should be observed.
20.2. Should a motion of dissolution be carried, no liquidators having been designated in that connection, then the liquidation shall take place through the General Board.
20.3. In the case of a remaining credit balance, this shall be allotted by the General Meeting in furtherance of those aims in greatest accordance with the aims of the Society.
20.4. After dissolution the Society shall continue to exist for as long as is necessary for liquidation to be accomplished. The terms of the statues shall remain in force, in so far as possible, during the period of liquidation. The words ‘in liquidation’ shall be affixed to the name of the Society in announcements and outgoing mail.

Bylaws

article 21
21.1. The General Assembly, through the bylaws, may give a more specific interpretation of these articles of association and make more specific rules concerning other subjects, should regulation be considered desirable, can specify the Constitution further and stipulate Bylaws on subjects that need further regulation according to the General Assembly.
21.2. Amendments of the Bylaws may only take place following a decision of the General Assembly, which has been convened with the notification that it will involve motions of amendment to the Bylaws. Notice of at least thirty days is required to summon such a meeting.
21.3. The summons must be accompanied by a verbatim statement of the motion of amendment. The amendment shall be distributed to all members with a recommendation of the General Board.
21.4. Full members may submit amendments to the Bylaws. The motion of amendment to the Bylaws shall be motivated and submitted in writing to the President of the Society at least three months prior to the next Annual General Meeting. The motion of amendment shall be announced to the membership with the recommendation of the General Board. The motion of amendment shall be brought to a vote at the General Assembly. An affirmative vote of at least two-thirds of members present shall be required for adoption.
21.5. The terms of Bylaws shall not conflict with or deviate from the terms of the articles of association or of the law, unless this deviation is permitted by the articles of association or by law.

Future Developments

article 22
Future developments may necessitate to remodel the Society. Amendments for such an adoption need an affirmative vote of two-thirds of the members voting.

Closing Remarks

In the first instance the officers of the Executive Committee shall be: – President:
Mr. Derek Hughes, born September 28, 1965 at Sunderland, United Kingdom, place of residence 73, Hawkshead Lane, North Mymms, Hatfield, Herts, AL9 7SZ, United Kingdom. – Honorary Secretary:
Mr. Nuno Goncalo Paixao Amaral Santos Almeida, born September 23, 1972 at Lissabon, Portugal, place of residence Rua Antonio de Andrade 1141, 2815-300 Charneca de Caparica, Portugal. – Honorary Treasurer/Membership Secretary:
Mr. Fabio Antonio Vigano, born May 31, 1961 at Legnano (MI), Italy, place of residence Via Galileo Galilei, 320010 San Giorgio su Legnano (MI), Italy.

Bylaws

Divisions

Article 1
1.1. Groups of members of the Society may organize into Divisions based on regional, linguistic, professional, or other similarities. Divisions of the Society are professional non-profit making organisations with the same objectives as the main Society.
1.2. Each Division has a Division Board of three officers and a set of Bylaws. The administration of each Division is responsible to the General Board of the Society.
1.3. The Board of a Division shall consist of a Chairman, Secretary, and Treasurer.
1.4. Bylaws for each Division shall conform to the articles of association of the Society.
1.5. Divisions shall be established by the following process:
a) Recognition as a separate division by the General Assembly by a two-third majority of the members;
b) Approval by the General Board of the Society of a set of Bylaws for the Division.

Special Committees

Article 2
1.1 Special Committees as mentioned in the article 11.1© of the Articles of Association will consist of one Chair, one Vice-Chair and one to three members.
1.2 The Society has four permanent Special Committees: the Education and Research Committee, the Standard of Practice Committee, the Website and Information Technology Committee, and the Public Relation and Advertisement Committee.
a) The activities of the Education and Research Committee are directed at the development, maintenance and control of education and research in the veterinary field of emergency and critical care in Europe.
b) The activities of the Standard of Practice Committee are directed at the development, maintenance and control of standards of practice for veterinarians and practices active in the veterinary field of emergency and critical care in Europe.
c) The activities of the Website and Information Technology Committee are directed at the development and maintenance of the official websites of the Society and any other technology developed for improvement of communications among members.
d) The activities of the Public Relation and Advertisement Committee is directed to the development and maintenance of public relations with any person or organization active within the veterinary field of emergency and critical care, and the promotion of the society and its objectives in the veterinary community.
1.3 The Committees perform their tasks within the boundaries and guidelines set by the Articles of Association, the Bylaws and additional directives as formulated by the Executive Committee and confirmed by the General Assembly according to the rule described in article 11.1©.
1.4 The terms of article 10 of the Articles of Association, fourth to sixth sub-article, shall similarly apply to the officers in the Special Committees. However, the Chair and the Vice-Chair may be re-elected in the same office. In this respect, the term of office for an officer in a Special Committee starts at the first General Assembly after his institution as officer in a Special Committee by the President.