Charter

European Memory Clinics Association (EMCA)

Article 1    Name, Registered Office, and Place of Jurisdiction

1) The name of the Association is

European Memory Clinics Association (EMCA)

2) The Association will be registered in the official register of societies and associations.

3) The Association is headquartered in Ulm (DEU).

4) The place of jurisdiction shall be Ulm (DEU).

Article 2    Purpose of the Association

1) EMCA pursues exclusively and directly purposes of public benefit as defined in the section of the German Tax Code entitled "Tax-Privileged Purposes".

2) The purpose of EMCA is the promotion of the public health system as well as the training in the area of multi-professional diagnosis and therapies of dementias. The Association also pursues purposes of consumer protection in co-operation with patient organizations.

The purpose of the Association is supposed to be implemented by

1. Promotion of multi-professional co-operation of physicians, psychologists and members of related disciplines who are professionally involved in the Association’s target area through regular exchange of expertise;
2. Conceptual work to ensure quality of prevention, diagnosis and therapy of impaired memory;
3. Initial training, extension training and follow-on training for all persons who are involved in this work;
4. Public information including the staging of appropriate events;
5. Promotion of the Association members’ cooperation to the end of an expert network;
6. Initiation and promotion of joint overall projects as far as they are authorized within the limits of a non-profit making association;
7. Promotion of the co-operation with representatives and representations of patients and others concerned.

3) The Association is neutral with regard to belief and politics.

4) The Association shall engage in charitable activities; it shall not primarily pursue economic purposes of its own.

Article 3    Application for Membership

1) Physicians, psychologists and members of related disciplines who identify themselves with the aims of the Association can become regular members of the Association. Legal entities may be admitted as associate or sponsoring members. Individuals and legal entities may be admitted as sponsoring members. Only regular members have the right to vote.

2) The board decides on the admission of regular, associate or sponsoring members upon written request. An entitlement to admission does not exist.

3) The board may grant an honorary membership for particularly meritorious services in the interest of the Association.

Article 4    Termination of Membership

1) Membership ends

1. Upon death on the day of the death of the individual or upon liquidation of the legal entity;
2. Upon withdrawal. Notice of withdrawal at the end of a calendar year must be given in writing before 30 September of the year. The letter must be addressed to the President of the Association.
3. Through exclusion. Provided that the board deems a member’s demeanour having grossly violated the Association’s principles or that another important reason exists a member may be excluded from the Association. Preferably, the member should, however, not be excluded but admonished while indicating the option of exclusion.

It falls to the board to decide on exclusion. Prior to the decision the person concerned will be given the opportunity to make representations. An excluded member will have the opportunity to appeal to the next General Assembly within one month following announcement of the exclusion (undeliverable mail will be considered delivered, when announcement of decision had been sent to the last known residence). It falls to the General Assembly to take the final decision on membership. All rights and duties are suspended until the General Assembly takes its decision.

2) Any member – resigned or excluded – will have no claims to the funds of the Association.

Article 5    Membership Dues and Funds of the Association

1) Amount and time for payment of membership dues will be determined by the General Assembly upon proposal by the board.

2) The fiscal year coincides with the calendar year.

3) Honorary members will be exempt from membership dues.

4) The board will be entitled to waive dues, wholly or in part, of individual members.

5) Association funds may only be used for statutory purposes. Members will not obtain any gratuities from association funds. No person will benefit from expenses that are extraneous to the Association’s objectives or by disproportionately high remunerations. Members entrusted with an honorary appointment may only claim compensation for their actual expenses.

6) All actions and recommendations of the executive committee shall be subject to the review of the General Assembly (cif Art. 7 para. 4. b.).

Article 6    EMCA Bodies

1) The bodies of the Association are:

1. the General Assembly
2. the Board

Article 7    The General Assembly

1) The General Assembly is the supreme body of the Association. General Assemblies will be convened by written invitation of the President giving notice of the agenda at least once a year. Invitations must be dispatched to the members at least eight weeks in advance of the meeting.

2) Motions to be tabled during a General Assembly should be forwarded to the President in writing not later than six weeks prior to the meeting. The Board may appreciate a motion and include a recommendation for voting in the agenda. In case the deadline was not observed, the subject of a motion may be discussed, if it has been admitted for voting by the board.

3) Invitations for a general assembly will be considered delivered properly when they were addressed to the last place of residence given by the member.

4) It is incumbent on the General Assembly

1. to take votes on an amendment of the articles of association (see Article 10 of this charter);
2. to take votes on any other matters of the Association that were proposed by the board;
3. to decide on changes of the amount of membership fees in accordance with article 5, para. 1 of this charter;
4. to vote a resolution on the dissolution of the Association (see Article 11 of this charter);
5. to grant formal approval to the board's report. The General Assembly will appoint to auditors for the review of the cash report. The auditors will report to the General Assembly and make a proposal, whether the cash report can be approved. The results of the auditors' review be recorded in the minutes. The members of the board are obliged to give the auditors any information wanted and to provide all the necessary documents. In turn, the auditors are obliged to confidentiality with regard to any information disclosed to them;
6. to elect the members of the board;
7. to finally decide on the exclusion of a member.

5) Any General Assembly duly convened will constitute a quorum. Any defect of invitation will be considered remedied, if the members not properly invited actually appear for the General Assembly.

6) Votes are taken by show of hands unless secret vote is requested by a member. Abstentions and invalid votes will not be counted. In case of a tie, motions and nominations of candidates will be considered rejected.

7) Minutes will be taken of any meeting of the General Assembly. As a minimum they will include: place and date of the meeting, number of members present (attendance list), the invitation for the meeting, all motions tabled as well as all decisions and votes taken. The minutes will be signed by the President or his/her deputy and the secretary. In case that several persons are involved in the preparation of the minutes, the persons involved at the end will sign the minutes. The minutes will have to be approved during the next meeting of the General Assembly. Each member is entitled to inspect the minutes.

Article 8    Board

1) The Board shall be composed of:

1. the President
2. two Vice Presidents
3. the Treasurer
4. the Secretary
5. two additional members

The Board will be elected during the founding meeting by simple majority. The term of office of the Board shall be three (3) years. All board members may be re-elected twice. Any changes of the composition of the Board are subject to article 8, paras. 2 and 4 of this charter.

In case a member of the Board resigns during his/her term of office the Board will elect one of the members to substitute for the resigned member of the board until the next meeting of the General Assembly.

2) Among the members of the Board will be at least two (2) medical doctors and at least two (2) psychologists.

3) Legal representatives will be the President and the Vice Presidents, each individually. Exercise of the power of representation will be laid down in the rules of procedure for the Board.

4) A Board member's office will terminate, when he/she relinquishes his/her office or leaves the Association. Various offices on the Board cannot be held by one member at the same time. In case a Board member will resign or relinquish office for any other reasons, the remaining Board members will determine another Board member acting on his/her behalf until the next General Assembly meeting.

5) The Board is responsible for the direction of the Association; they are accountable to the General Assembly. The Board adopts rules of procedure. They are responsible for all matters of the Association that are not reserved for the General Assembly.

6) The Board takes decisions by simple majority. Members of the Board who are unable to attend a Board meeting may delegate their voting right to another Board member in writing. In case of a tie, motions and nominations of candidates will be considered rejected.

7) The Board will have the option of conducting an extraordinary survey among the members.

Article 9    Amendment to the Articles of Association

1) Amendments to the articles of association will only be treated by the General Assembly if as part of the agenda the old version of the articles of association will be compared with the requested new version and a justification will be offered for the amendment. A planned amendment of the articles of association and the changed provision(s) of the article shall expressly be mentioned in the invitation for a meeting of the General Assembly.

2) An amendment of the articles of association can only be decided by a two-thirds majority of the members entitled to vote (cf. article 7, para. 6 of this charter). Amendments of the articles of association due to legal requirements (e.g. obligations or conditions) will be decided by the Board. They will then be announced to the next General Assembly.

Article 10    Dissolution of the Association

1) The Association may be dissolved upon decision by the General Assembly. A dissolution of the Association can only be decided by a two-thirds majority of the members entitled to vote (cf. article 7, para. 6 of this charter). The dissolution of the Association must be the only item on the agenda of such a meeting of the General Assembly.

2) The liquidation will be done by the Board.

3) In case of the dissolution of the Association or when tax privileges will no longer be granted, all assets of the Association will be transferred to a non-profit association pursuing the same or similar objectives. Such an association will directly and exclusively use the assets for purposes of public benefit in accordance with Article 2 of this charter. Liquidation will be executed by the Board or by one or more representative authorized by the Board.

Article 11    Liability

The liability for financial obligations of the Association is limited to the assets of the association.

Article 12    Adaptation of the Articles of Association

Until the Association will be registered in the official register of societies and associations or until a preliminary exemption order will be issued by the competent tax authorities, the Board will be entitled to amend the articles of association according to requirements of the official register of societies and associations or the competent tax authority by unanimous vote (cf. article 8, para. 1).

  Charter