1.1 The European Society for Emergency Medicine has been formed from the former Club of Leuven. It will use the abbreviated name of "Eu.S.E.M.".

1.2 The Society will be domicilied in Leuven , Belgium, and will be subject to the Belgian and EU-law.

1.3 The Society will be a non profit making organisation. No income or money of any sort received by the Society will be for pecuniary benefit of any member of the Society. Actual expenses and reasonable compensation for services rendered may be paid to a member who may incur such an expense or render such services.

1.4. The official language of the Society will be English.

1.5. The Society will be a European forum for physicians who work within a structure providing pre, inter, and/or in-hospital emergency medical care.

ARTICLE 2: OBJECTIVE OF THE SOCIETY

The objective of the Society is to promote the advancement of Emergency Medicine in Europe.

ARTICLE 3: POWERS OF THE SOCIETY

In futherance of the said objective, but not by way of limitation, the Society will have the following powers:

3.1 To foster and encurage instruction, training and research in Emergency Medicine within Europe.

3.2 To promote and facilitate the dissemination of information on Emergency Medicine, including meetings, courses, research and pubblications.

3.3 To encourage the development of uniform information systems and data banks in Emergency Medicine in Europe.

3.4 To encourage the formation of and the cooperation between national associations for Emergency Medicine.

3.5 To promote international collaboration in the field of Emergency Medicine.

ARTICLE 4: MEMBERSHIP OF THE SOCIETY

Membership of the Society for medical and professional purposes will be governed by the following provisions:

4.1 There shall be four classes of Membership of the Society - namely members, associates members, international members and honorary members. Members shall be entitled to attend and vote at meetings of the Society on matters brought before the Membership. Associate members, international members and honorary members will not have the right to vote at meetings and shall not participate in Society Committees as appointed.

4.2 Members of the Society may be elected as follows:

4.2.1 Members: European Physicians who work within a structure providing pre, inter, and/or in-hospital emergency medical care in Europe (hereinafter referred to as Full Members).

4.2.2 Associate Members: Physicians practicing in Europe who are not eligible for Full Membership with a special interest in Emergency Medicine who are approved by the Council. Trainees practicing in Europe may apply for associate membership.

4.2.3 International Members: Physicians practicing outwith Europe with a special interest in Emergency Medicine who are approved by the Council, or who work within a structure providing pre, inter, and/or in-hospital emergency medical care.

4.2.4 Honorary Members: Persons who have made outstanding contributions to the field of Emergency Medicine may be elected.

ARTICLE 5: MANAGEMENT

5.1 The management of the affairs of the Society shall be vested in its Council.

5.2 The manner of election of the Council of the Society shall be provided in the Statutes.

ARTICLE 6: FINANCE

6.1 The Officiers of the Society shall be authorised and empowered to pay reasonable compensation for services rendered and to make payments in futherance of the objective and powers of the Society.

6.2 The Society shall not participate in, or intervene in, any political campaign on behalf of any candidate for Public Office.

6.3 The Officiers of the Society shall be empowered to invest the monies of the Society not immediately required for its objectives, in or upon such investiments, securities or property as may be thought fit, subject to any conditions/consents which may be imposed or required by law.

6.4 The Society may take and charitable donation either in cash or assets for the futherance of the objective and powers of the Society.

6.5  The Society shall be empowered to do all such other lawful things as shall further the objective and powers of the Society.

ARTICLE 7: DISSOLUTION

Upon any dissolution of the Society or any partial or entire liquidation of its property or assets, all of the Society's property of every nature and description shall, after making provision for discharge of all the liabilities of the Society, be paid over and transferred to such one or more organisations or institutions, the purposes of which are similar to those of the Society, as shall be selected by a majority of the persons who are the members of the Society.

ARTICLE 8: ADDRESS

Department of Emergency Medicine
University Hospital Gasthulsberg
Herestraat 49
3000 Leuven, Belgium

ARTICLE 9: RULES OF MEMBERSHIP

9.1 General.

Membership in the Society is a privilege arising from election thereto and is contingent on continuing compliance with the requirements of these Statutes and such other general requirements of Membership as may me adopted from time to time by Members of the Council. The potential member must show significant interest in Emergency Medicine and be of high moral and professional character.

9.2 Members

Application for Membership shall be submitted by written application. The
Application must be sponsored by two Full Members. Upon review of this application, signed by the person seeking membership in the Societuy, the Membership Commitee will consifer the application and make suitable reccomandation to the Council.

9.3 Associate Members

Application for Associatemembership shall be submitted by written application with accompanying letters of reccomandation from two full Members.The Membership Committe of the Society will then consider the application and make suitable reccomandation to the Council.

9.4 Internactionl membrs

Application for international Membership shall be submitted by written application with the accompanying letters of reccomandation from two full Members. The Mebership Committee of the society will then consider the application and make suitable reccomandation to the Council.

9.5: Honorary Members:

Honorary Members may be nominated by the Council and shall be elected by vote of the Members of the Society.

ARTICLE 10: DUES AND ASSESSMENTS

10.1 The Council shall reccomend to its members at the annual general meeting, annual dues and any special assessment according to the needs of the Society. Dues shall be payable by the Firs of January of each calendar year.

10.2 The Council of the Society will have the discretion to set special membership fees for physicians working in currency restricted countries.

ARTICLE 11: FAILURE TO PAY DUES

A Member who has not paid dues within a period of one year afted billing shall, at the time of billing for the succeding year, be notified of the forfeiture of Membership unless all intebttedness to the Society is met within 60 days.

ARTICLE 12: DURATION OF MEMBERSHIP

Any Member may resign at any time by giving written notice to the Secretary of the Society. Dues or assessment which have been paid shall not be refunded.

Termination of membership status may be made if the Council determines it due to a good cause after a fair and impartial hearing. The Council will determine the procedure for disciplinary proceedings as necessary.
 

ARTICLE 13 : MEETING OF MEMBERS

13.1 Time and Place

Meeting of Members may be held at such a place within Europe as may be provided in the Notice of the Meeting. A meeting of the Members shall be held every year as shall be fixed by the Council. Each person applying for Membership to the Society shall, as a condition of Membership, sign an irrevocable proxy form constituting the Council as its proxy for annual meetings of the Society.

Special meetings may be called by the President, the Secretary, the Council pr by full members having at least one twentieth of the votes entitled to be cast at such a meeting. Satellite meetings shall be timed not to conflict with attendance at scheduled meetings of the Society, its Council or its Committees. Proposed scheduling of  satellite meetings should be reviewed by the Society's secretariat.

13.2 Notice of Meetings

Written notice stating the time and the place of annual meetings shall be mailed not less than 60 days prior to the date of that meeting. Written notice stating the time and place of special meetings shall be mailed not less then 30 days prior to the date of that meeting. All mailings will be forwarded to each member whether or not entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the mail addressed to the member at his address as it appears on the records of the Society with postage thereon pre-paid.

13.3 Voting

A Member, if entitled, may vote in person or by proxy, executed in writing by the member or his duly authorized attorney- in –fact. No proxy shall be valid after eleven (11) months from the date of its execution unless  provided in the proxy. Voting for Officers and Council Members shall be by secret mail ballot sufficiently in advance of an annual meeting for all members to receive ballot papers and return them to the office of the Secretary of the Society prior to that meeting.

13.4 Quorum 

Members having at least one tenth or on hundred (100) of the votes entitled to be cast, whichever is the smaller, represented in person or by the proxy shall constitute a Quorum. The affirmative vote of a majority of the votes entitled to be cast at the meeting at which a Quorum is present shall be necessary for the adoption of any matter voted upon by the members except as otherwise specifically provided in these statues.

ARTICLE 14: OFFICERS OF THE SOCIETY  

The officers of the Society shall be the President, the Vice-President(3), the Secretary and the Treasurer.

ARTICLE 15 : COUNCIL

15.1 Composition:
 
The affairs and properties of the Society shall be managed by a Council which shall consist of the Officers of the Society plus 6 Council Members with the Editor of the European Journal of Emergency medicine ex officio. The Society Council shall be the governing body of the Society. The Council may co-opt additional members for a specified period which shall normally be no longer than a year. Co-opted members shall not have the power to vote at Council Meetings.

15.2 Members appointed to the Council shall be elected by a postal vote of members of the Society in the manner provided hereinafter.

15.3 Nomination of members for election.

At least 120 days prior to an annual meeting, the Secretary shall send to all members a circular stating the number of ordinary members places available on the Council requiring to be filled that year, the Council's nominations (if any) of candidates to fill such places and calling for further nominations and specifying the time within which any such nomination much reach the Secretary. If the number of nominations  do not include a sufficient number to satisfy the vacancies, the Council shall nominate a sufficient number to allow the Council to be properly constituted.

15.4 Proposals of Nominees.

All nominees must be full Members in good standing with the Society. Each nomination (other than a Council nomination) must be signed by a proposer and a seconder,each of whom must be a member of the Council also in good standing. Each nominee, including Council nominees must confirm, in writing, his/her willingness to be nominated and to serve if elected.

15.5 Postal Ballot of Members

A list containing the names of the members of the Society nominated for vacancies on the Council shall be sent by post to each member of the Society not less than sixty (60) days before the annual meeting. Each list shall be used as a ballot paper and shall be returned so as to reach the Secretary not less then 1fourteen days (14) before the annual meeting, failing which the vote cast shall be null and void. Each member shall be entitled to vote that number f votes as shall equal the number of positions to be filled. That number of nominees, equal to the number of positions on the Council to be filled , who receive the highest number of votes shall be deemed elected.

15.6 Vacancies

If a vacancy occurs on the Council by virtue of death, incapacity, retirement or otherwise the  President, subject to approval by Members of the Council, shall be entitled to select a person to fill the vacancy for the unexpired term.

15.7 Council Meetings

At the call of the President the Council shall hold regular meetings as required. The Council shall hold special meetings at other times as the affairs of the Society make necessary or desirable upon the call of the President or any three Members of the Council. Members of the Council may participate in a meeting of the Council  by means of conference telephone or by any means of communication by which all persons participating in the meeting are able to participate fully. Written notice of meetings of the Council shall be given by mail not less than sixty (60) days prior to the date of such meeting.

15.8 Powers and Duties

The business of the Society shall be managed by the Council which may exercise all powers of the Society and do, on behalf of the Society, all such acts as may be exercised and done by the Society and which are not by law, or these standing orders required to be exercised or done by the society in general meeting. Resolution in writing signed by all members for the time being of the Council who are entitled  to receive notice of and vote at meeting of the  Council, shall be valid and effectual as if it had been at a meeting of the Council duly convened and constituted.

15.9 Acts Don in Good Faith

All acts done in good faith by any meeting of the Council or by any person acting as a Member of the Council shall notwithstanding it be afterwards discovered that there was some defect in the appointment election or continuance in office of any person, or of some one or more of the Members of the Council acting as aforesaid or that they or any of them were disqualified, be as valid as if all relevant persons had been duly appointed or elected or had duly continued in office and were qualified to be members of the Council.

ARTICLE 16: DUTIES OF THE OFFICES

16.1 President

The President shall be the Chief Executive Officer of the Society. He/she shall preside at meetings of the Council and meetings of Members, shall be responsible for executing policies determined by the Council and shall act as principal spokesman for the Society. The President shall be ex officio without vote  on all Committees of the Society.

16.2 Vice Presidents

The three Vice Presidents shall have geographical responsibility, as determined  from time to time by the Council. they will coordinate the activities of the Society within  that geographical area and at the request of the President shall carry out whatever duties are appropriate to the working of the Society. The President may request that a Vice President act in his/her absence or disability. The Vice Presidents shall come from different countries.  

16.3 Secretary 

The Secretary shall be responsible  for the maintenance of the corporate books and records of  the Society other than financial records and for the preparation of Minutes of all meetings held by the Members, the Council and the Executive Committee. In addition, he or she shall be responsible for preparation and distribution of the Annual Report of the Society, shall execute all official documents of the Society when an official secretarial signature is required, shall maintain the Seal of the Society, shall maintain a register of the Members at the Society's headquarters, shall give or cause to be given notice of all meetings of the Members, the Council and the Executive Committee and shall perform such other duties as provided by the Council.

16.4 Treasurer

The Treasurer shall have the custody of the Society's funds and securities, shall keep full and accurate account of the seats and disbursements of funds belonging to the Society and shall deposit all monies and other valuable effects in the name and to the credit of the Society in such deposits as may be ordered by the Council. He or she shall also disburse the funds of the Society as may be ordered by the Council and shall render to the President, or to the Council, at its regular meeting or when the Council so requires an account of the financial condition of the Society.

ARTICLE 17:  NOMINATION OF OFFICERS

17.1 Election of President

The President shall be a Full Member of the Society and shall be elected every three years by a postal ballot of all Members in which a single transferable voting system shall be used. At least ninety (90) days before the annual meeting the Secretary shall send to all Members a circular calling for nominations for this Office. Each candidate shall be proposed by a Member of the Society and seconded likewise. The nomination paper, together with the written consent of the candidate to his/her nomination  must be received by the Secretary not less than sixty (60) days before the annual meeting. Names of those nominated shall be given in the notice convening the annual meeting and postal ballot forms enclosed. Each postal ballot form shall be returned so as to reach the Secretary not less than fourteen days before the annual meeting, failing which any votes cast on it shall be null and void. The results of the elections shall be announced at the annual meeting. The President shall serve for a period of three years.

17.2 Retirement or Resignation of President

The President shall be assisted during his years of office by the Vice President. If the President should retire or resign before completion of his period of office, the Council shall nominate one of the Vice Presidents to assume the office until the next annual meeting. If the President has been succeded by a Vice President in theese circumstances, a Presidential Election shall occur at the next annual meeting.

17.3 Election of Vice President

The Vice President shall be Full Members of the Society and shall be elected every three years by a postal ballot of all Full Members in which the single transferrable voting system shall be used. At least ninety (90) days before the annual meeting, the Secretary shall send to all Full Members a circular calling for nomination for theese offices. Each candidate shall be proposed by a Full Member of the Society and seconded likewise. The nomination paper together with the written consent of the candidate to his/her nomination must be received by the Secretary not less than sixty (60) days before the annual meeting. Names of those nominated shall be given in the notice convening the annual meeting and postal ballot forms enclosed. Each postal ballot form shall be returned so as to reach the Secretary not less than fourteen (14) days before the annual meeting failing which any votes cast on it shall be null and void. The results of the election shall be announced at the annual meeting. The Vice President shall serve for a period of three years but may be re-elected for a further term.

17.4 Secretart and Treasurer

The Secretary and Treasurer, each of whom must be a Full Member of the Society, shall be elected by the Council at a regual meeting for the Council. Each candidate for those offices shall be proposed by a Member of the Council and a signed proposal together with the written consent of the candidate to his/her nomination must be received by the Secretary before the elections. The Secretary and Treasurer shall serve for a period of three years but may be re-elected for one furher term of office. If any of these officers should resign his or her office prior to the completion of his or her term, the Council shall elect a successor and notify this at the following annual meeting.

17.5 No person to hold more than one office

No person may at any time hold more than one of the office specified in the statutes.

17.6 Officers Ceasing to be a Member of the Society

Any Officer who ceases to be a Member of the Society shall automatically cease to hold office.

ARTICLE 18: COMMITTEES

18.1 The Society can establish Committes upon reccomendation of the Council. Each Committee Chairman shall supply a written Annual Report of the activities of the Committe to the Secretary. Committes act in ad advisory capacity to Council. No Member of a Committee, or the Committe as a whole, may enter into a contract or agreement binding the Society.

18.2 Executive Committee

The Executive Committee of the Council shall consist of the President, the Vice President, the Secretary and the Treasurer. The Committe shall have the power to execute the policies and directions of the Council. Such actions however are subject to approval by the Council. The Committee shall oversee the financial affairs of the Society.

18.3 Membership Committee

The Membership Committee  shall be composed of three or more Full Members of the Society.  It shall receive, and review, applications for Membership and decide on and validete by itself all applicants for Membership in the Society.  In conjunction with the Treasurer it shall recommend methods of procedure with respect to Members in arrears in their subscriptions. An up to date list of Members shall be made available to Members of the Society on request. The Chairman of the Membership Committee shall be a Member of the Council.

ARTICLE 19: MISCELLANEOUS PROVISIONS

19.1 Authority to Enter Agreements

No Member or group of Members, Committee or Committee Members, Officer or Council Member may enter into a contract or agreement binding the Society. Only persons designated by Council may undertake such an action.

19.2 Seal

The Society may have an official Seas which shall contain the words "European Society for Emergency Medicine". This Seal shall be in the custody of the Secretary of the Society.

19.3 Amendments to Statutes

On resolution by a majority action of the Council or by a full written proposal signed by fifty (50) Full Members or ten (10) per cent of the Full Membersm whichever in less, these statutes shall normally be amended by a simple majority of votes cast by Full Members at the annual meeting of the Society. If Counci deems it necessary to amend the statutes at any other time this shall be done by either:

1) a simple majority postal ballor of members, or
2) a two-thirds majority vote of Council acting as proxy for the Members.

When amendments are put to vote at an annual meeting of the Society or postal ballot, written notice of the proposed amendments shall be sent to all Members thirty (30) days prior to the vote or ballot. Should actions of Council be taken to alter any statute, the statute's modification would be presented to the general membership at the next annual meeting for ratification.