1 NAME, REGISTERED OFFICE AND JURISDICTION
1) The name of the Association shall be "European Association of Geriatric Psychiatry", abbreviated "EAGP".
2) The Association shall be registered in the register of societies.
3) The registered office of the Association is in Duesseldorf.
4) The courts of Duesseldorf shall have jurisdiction.
2 OBJECT OF ASSOCIATION
1) The EAGP persues objects which are directly and entirely non-profitmaking within the meaning of the part of the Tax Code entitled "Objects giving rise to tax concessions."
2) The object of the EAGP is to promote research, pre- and post graduate education, further development of geriatric psychiatry and the cooperation with national and international bodies engaged in the field.
This object is to be attained in particular by
a) organisation of congresses on geriatric psychiatry
b) encouragement of collaboration between all professions concerned by mental health in old age
c) publication of the Society`s own journal with the name “Old Age Psychiatry”
d) organisation of training courses on geriatric psychiatry
e) fostering of scientific projects.
3) The Association is neutral with regard to politics and religions.
4) The associations activity is disinterested and it does not pursue primarily profitmaking objects.
3 AQUISITION OF MEMBERSHIP
1) Any person working in the field of mental health in old age who accepts the associations objects may become a full member. Subscribing members are corporate members or those outside of the field of geriatric psychiatry. Only full members have voting rights.
2) Written applications for admission as full or subscribing members must be sent to the chairman, and the Board of Directors will decide on the application. An applicant who is refused membership has the right to appeal to the next general meeting of members within one month of notification of the decision of refusal. A final decision will be given by the general meeting. A right of admission cannot be claimed.
3) The Board of Directors may confer honorary membership for special services relating to the associations object.
4 TERMINATION OF MEMBERSHIP
1) Membership shall end
a) in the event of death, on the date of death
on the dissolution of a company
b) by resignation. Written notice of resignation can only be given by September 30th of any calendar year to expire at the end of the year. The resignation must be sent to the chairman.
c) by expulsion. A member may be expelled from the Association if
aa) the member`s conduct as determined by the Board of Directors seriously conflicts with the associations interests or if there are other serious grounds. If possible, however, the member in question should not be expelled, but should be warned and expressly informed of the possibility of expulsion;
bb) a member fails to pay the annual subscription fee after two reminders. The second reminder will be accompanied by express notification of the possibility of expulsion.
Expulsion will be decided upon by the Board of Directors. Before the resolution is passed, the member concerned must be given an opportunity to submit his observations. A member who is expelled has the right, within one month of notification of expulsion (letters which cannot be delivered are deemed to have been received if the resolution is sent to the last known address), to appeal to the next general meeting, which will give a final decision on membership. Membership rights will be suspended until the decision by the general meeting of members.
2) A member who resigns or is expelled shall have no claims whatever in relation to the associations assets.
5 SUBSCRIPTIONS AND FUNDS OF THE SOCIETY
1) A subscription fee must be paid. The amount will be decided on by the Board of Directors unless the GM fixes a different amount by a 3/4 majority.
2) The subscription is to be paid at the associations registered office. It is payable in full for the year of acquisition or termination of membership. The subscription must be paid not later than February 28th of the current financial year.
3) The financial year corresponds to the calendar year.
4) Honorary members are exempt from the obligation to pay subscriptions.
5) The Board of Directors has the right to waive all or part of the subscription from individual members.
6) The associations funds may only be used for the objects laid down in the Rules. Members cannot receive allocations from the Society`s funds. No person may receive favours by means of expenses which are not related to the associations object or of unreasonably high payments. Members holding honorary posts are entitled only to reimbursement of expenses actually incurred.
7) The GM is responsible for overseeing the management of the associations affairs (cf. Article 7, para. 4b of these Rules).
6 BODIES OF THE SOCIETY
The EAGP consists of the following bodies:
a) the General Meeting of members (“GM”),
b) the Board of Directors,
c) the Nations Board.
7 GENERAL MEETING OF MEMBERS
1) The GM is the primary governing body of the association. Meetings are convened every year by the chairman, giving written notice of the meeting and stating the agenda. At least four weeks must elapse between sending the notice and the date of the meeting.
2) Motions to be considered by the GM must be submitted in writing to the chairman not later than eight weeks beforehand. A motion will be assessed by the Board of Directors, which may then recommend its adoption in the agenda. If a motion is not submitted within the time limit, it may be considered by the GM at the discretion of the Board of Directors.
3) Notice of GM is duly given if it is sent to the last address given by the member.
4) The GM has the following responsibilities:
a) to vote on alterations to the Rules (cf. Article 10 of these Rules);
b) to vote on other matters concerning the Association submitted to it by the Board of Directors;
c) to alter the subscription fee in accordance with Article 5, para. 1 of these Rules;
d) to pass a resolution to wind up the Association (cf. Article 11 of these Rules);
e) to decide questions of membership (cf. Article 3, para. 2, and Article 4, para 1c of these Rules);
f) to approve the acts of the Board of Directors. The GM will appoint two auditors to verify the treasurer`s report. The auditors must report to the GM and make a recommendation as to wether the Board of Directors acts can be approved. The auditors` findings must be recorded in writing. The Board of Directors has an obligation to the auditors to provide them with all information and to produce all documents. The auditors have a duty to treat confidentially all the information they receive;
g) to elect a successor on the resignation or retirement of a member of the Board of Directors.
5) A duly convened GM constitutes a quorum. Any defects in the notice of a meeting will be cured if members who did not receive due notice actually attend.
6) Voting is by show of hands unless a member demands a secret vote. Resolutions are passed by a simple majority of the members present. Abstentions and invalid votes are not counted. If voting is equal, motions and candidates for election are deemed to be rejected.
7) Minutes must be kept of every GM. The minutes must contain at least the place and date of the meeting, the number of members attending (attendance list), the notice of the meeting, motions put to the meeting, resolutions passed and elections held. The minutes must be signed by the chairman or his representation and the secretary. If several persons act, those who were last to act sign the entire minutes. The minutes must be approved at the next GM. Every member has a right to inspect the minutes.
8) A special GM (“SGM”) can be called by the written requests of a quarter of the membership or 50 members whichever is the case. This meeting may consider the single
issue for which it was called. Notification of a SGM is the same as for a GM. Although the Rules of the Association may not be altered as such motions or decisions of a SGM must be put on the agenda
at the next GM.
9) A GM can also be convened online as well as a telephone or video conference or a combination of possibilities named in the rules
8 BOARD OF DIRECTORS
1) The Board of Directors consists of:
a) the President,
b) one Vize-President
c) the Speaker of the Nations Board
c) one treasurer,
d) one secretary
f) up two five members with special tasks
A member of the Board of Directors will be elected for four years by simple majority at the GM. Alterations in the composition of the Board of Directors are governed by Article 8, para. 3 of these Rules. Maximally, a single nation can be represented by up to two members in the Board of Directors.
2) The Association is represented for judicial purposes and otherwise within the meaning of section 26 (2) of the German Civil Code by the chairman or two members of the Board of Directors jointly. Representation of the Association can only be delegated by a resolution of the Board of Directors.
3) The office of a Director comes to an end after the office period or on retirement or resignation from the association. Directly following the first period, a Director may stand for reelection for only one second period. A reelection will also be possible after interruption of the office. In this case, a reelection will be treated like the first election.
4) The Board of Directors will be responsible for the management of the Association and is accountable at the GM. It lays down its own Rules of procedure. It is responsible for all matters concerning the Association for which the GM does not have power.
5) The Board of Directors passes resolutions by a simple majority of Directors. Directors who cannot attend meetings may delegate their right to vote in writing to other Directors. A quorum is constituted when at least five Directors are able to vote by attending personally or by written proxy. If voting is equal, motions and candidates for election are deemed to be rejected.
9 NATIONS BOARD AND BOARD AND THE ASSOCIATIONS JOURNAL
1) The structure of the Nations Board will be laid down in Nations Board Rules.
2) The Nations Board advises and supports the Board of Directors on the attainment of the objects laid down by the Rules of the EAGP. The Nations Board draws up proposals for the associations activities and prepares motions on its proposals for GMs and meetings of the Board of Directors.
3) In the Board of Directors the Nations Board will be represented by the Speaker of the Nations Board.
4) The first Speaker of the Nations Board is named by the Board of Directors. From there on, the Nations Board Rules will regulate the procedures.
5) The editor of the journal is responsible to the Board of Directors.
6) Funding for the journal may come from the subscription fee or from sponsors.
The costs of the journal shall be fixed by the Board of Directors.
7) At every GM journal policy shall be an item on the agenda.
10 ALTERATIONS TO RULES
1) Alterations to the Rules can only be considered at GM if the former version is compared with the desired version in the agenda and reasons for the change are stated. The notice of the meeting must state expressly the proposed alteration and the provision of the Rules which are to be changed.
2) Alterations to the Rules can only be resolved upon by a majority of 2/3 of the members present and entitled to vote (cf. Article 7 para. 6 of these Rules). Alterations on the basis of legal requirements may be resolved upon by the Board of Directors. They must be reported to the next general meeting.
3) The appropriate tax office must be notified of any alteration to the Rules, an amended copy of which will be sent to the office.
11 WINDING-UP OF SOCIETY
1) The Association may be wound up by the resolution of the general meeting. The winding-up resolution will require a majority of 4/5 of the members present and entitled to vote (cf. Article 7, para 6 of these Rules). The winding-up of the Association will be the only item on the agenda of this meeting.
2) The winding-up will be carried out by the Board of Directors.
3) If the Association is wound up or if its existing object ceases to apply, the associations assets will pass in equal parts to the Department of Psychiatry, University of Düsseldorf which must use them exclusively and directly for non-profitmaking purposes within the meaning of Article 2 of these Rules. Resolutions on the future of the assets may only be implemented after the consent of the appropriate tax office.
December 16th, 2009, Frankfurt, Germany