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CONSTITUTION

*approved at the meeting of the General Assembly, Amsterdam, 28 August 2008 *

Article 1

Name, aim,  strategies and language

  1. The name of the organisation is: the European Association of Schools of Occupational Medicine, abbreviated EASOM.
    The association is a legal entity according to Dutch law. It is a non-profit organisation. The aim of the association is the  development and improvement of the education and training of physicians working in the field of occupational medicine in Europe.
  2. The association attempts to achieve its aim by the following strategies:
    -    Establishing and supporting institutions providing education and training in occupational medicine and occupational health.
    -    Making available knowledge and information in occupational medicine and related fields, by means of publications, educational material and meetings on occupational medicine teaching.
    -    Keeping an up to date overview of education and training programmes and curricula of  member schools.
    -    Contributing to the development of methods of testing and quality assurance of education and training in occupational medicine.
    -    Encouraging the exchange of teachers, students and educational materials.
    -    Initiating research in the field of development and evaluation of educational programmes, including continuing medical education in occupational medicine
    -    Co-operating with  national, European and global organisations such as the EU, WHO, ICOH and ILO with regard to the different aspects of education and training in occupational medicine.
    EASOM shall attempt to ensure regional representation in its activities in order to be able to serve all its members throughout Europe. 
  3. Meetings and communications within EASOM shall be in English.

Article 2

Membership

  1. a.    Membership shall be open for institutions that provide post-graduate education1 and training resulting in a recognised specialist qualification in occupational medicine in any European country. This specialisation in the field of occupational medicine must be recognised either by the national professional organisation of physicians or by the national government.
    b.    Membership shall also be open for institutions that provide continuous professional development (CPD) or continuous medical education (CME) in occupational medicine. The institutions must provide a broad range of training and education covering the core competencies required of specialist occupational physicians. In addition the following requirements must be met:
    - the courses must be at a level appropriate for specialists in occupational medicine;
    - applicants must provide evidence of an appropriate quality management system;
    - either the courses or the institutions must be approved by the national professional organisation of physicians or by the national government.
    All applications must be supported by an endorsement by the relevant national health and safety commission or national professional organisation of occupational physicians or another relevant professional organisation.
    Members mentioned in 1a or 1b shall be referred to as full members.
    The expressions of ‘member’ and ‘membership’ in the constitution and internal regulations shall apply to full members only.
  2. a.    Associate membership is open for individual persons working in the field of occupational medicine.
    b.    Sustaining membership is open for organisations interested in supporting education and training in occupational medicine.
  3. The board of management shall decide about the admission of full members, associate members and sustaining members. The general assembly may overrule a board decision of refusal of admission.
    There is no appeal against a decision of the general assembly.
  4. Membership shall terminate:
    a.    if a member organisation is wound up;
    b.    if a member terminates the membership;
    c.    if the association terminates the membership: this can be the case if a member  no longer complies with the membership requirements as laid down in the constitution, if a member fails to fulfil its obligations to the association, or if there is no reasonable expectation of continuation of membership;
    d.    by removal: this only applies if the member has contravened the constitution, the internal regulations or decisions of the association, or has acted in an unreasonable way towards the association.
    Termination of membership by the member or by the association shall only come into effect at the end of the association year with due consideration for a period of notice of four weeks.
  5. Termination by the association shall be implemented and confirmed by the board of management.
  6. The rights and duties of associate and sustaining members may at any time be ended by mutual agreement, although the annual subscription for the current year shall remain payable in its entirety. Termination by the association shall be realised by the board of management.
  7. The full members, the associate members and the sustaining members shall pay an annual contribution to be settled by the general assembly. The annual contribution shall depend from the type of membership.
  8. The rights of associate and sustaining members shall be established by internal regulations that shall be confirmed by the general assembly.

Article 3

General assembly

  1. All functions not assigned to any person or committee of the association according to the law or the constitution shall be borne by the general assembly. The general assembly consists of the representatives of the full and sustaining members. Each full member and each sustaining member has one vote.
  2. On the basis of a proposal of the board of management,  the general assembly shall decide  when general assemblies are to be organised. This shall be at least once every two years. The board shall call a meeting of the general assembly, notification of which shall be made in sending the invitation, the agenda and the relevant documentation for the meeting with a period of at least one month notice.
  3. All full and sustaining members are entitled to attend the meeting of assembly. For decisions to be binding, at least ten per cent of the full and sustaining members must be legally present at the meeting of the general assembly.
  4. At the meeting of the general assembly, decisions may be made about all matters by simple majority vote, unless otherwise stated in the constitution. In the event of a tied vote the chairperson of the meeting shall have the right to cast the deciding ballot.
  5. The board of management may allow postal ballots to be carried out on issues which are normally the responsibility of the general assembly. Postal ballots will also be allowed if at least ten per cent of the full members submit a request for such a ballot.
    Any such decision shall only be valid if the total number of votes cast is more than twenty per cent of the total number of authorised members; moreover, any such decision must be ratified at the next meeting of the general assembly.
    For matters involving alterations to the present constitution the aforementioned percentage shall be forty instead of twenty per cent.
    If the required number of postal votes is not reached, the proposal shall be rejected.
  6. The management shall establish internal regulations for the efficient implementation of the constitution.
    These internal regulations shall be authorised in the next meeting of the general assembly by simple majority vote. Until then, the provisions of the internal regulations shall be assumed to be in force.
    The internal regulations shall not contain any provisions which contravene either the constitution or the law.

Article 4

Board of management

  1. The board of management consists of eight persons. They shall be elected and appointed by the general assembly.
    a.    Board members shall be representatives of full member schools. (See 5d).
  2. The general assembly shall elect members to the board of management from one or more binding nominations, with the following provisions.
    Such a nomination may be made by the board or by at least two members, with the consent of the candidate. The board's nominations shall be announced with the notification of the meeting of the general assembly. Nominations by non-board members shall be received by the board in writing, at least two weeks before the meeting of the general assembly.
    The binding character of nomination may be reversed if so decided by at least two thirds of the votes cast at a meeting of the general assembly at which at least two thirds of the members are represented.
    If no nominations have been made or if the meeting of the general assembly has reversed the binding character of the nominations in accordance with the above procedure, the meeting of the general assembly shall be free to appoint members of the board of management.
  3. No member of the board shall serve for longer than four years without re-election.
  4. Any member of the board, including those appointed for specific periods or tasks, may be removed or suspended by the general assembly. A suspension that is not followed by removal within three months shall terminate after that period.
  5. Membership of the board of management shall lapse:
    a.    for members of the board appointed by representatives of members of the association when membership of the association ends;
    b.    by resignations;
    c.      after a continuous period of eight years on the board.
    On a proposal of the Board, the General Assembly may decide, with at least two thirds of the votes cast at the meeting of the General Assembly, to appoint a Board member for an extra (third) mandate of 4 years.
    d.    If a board member changes his/her employment and/or the new employer (institution) is not a full member of EASOM, the board membership will end at the completion of his/her current term / period of election.
  6. The chairperson of the board shall be appointed by the General Assembly. On a proposal of the Board, the General Assembly shall appoint the chairperson of the Board for a regular mandate of 4 years. On a proposal of the Board, the General Assembly shall re-appoint the chairperson for a second period of 4 years. These appointments shall be decided with at least two thirds of the votes cast at the meeting of the General Assembly.
    The board shall decide which functions there will be in the board and which board members will fulfil these functions.
  7. In any case, there will be a vice-chairperson and a secretary-general.In official events, EASOM shall be represented by the chairperson of the board of management or – at his absence – by the vice-chairperson.
    The chairperson of the board shall chair the meetings of the board of management and the meetings of the general assembly.
    The board determines the expenditure budget in consultation with the secretary general and is responsible for receiving donations and other income. The board shall draw up the agenda for the meeting of the general assembly and shall call the meeting of the general assembly.
    The board shall set up work groups to contribute to the implementation of EASOM's work.
    The board of management is authorised to appoint temporary members of the board in unforeseen circumstances in which members of the board appointed by the general assembly are no longer able to carry out their function. Such an appointment shall be for a limited period of time.
  8. The board of management is authorised,  provided the approval of the general assembly has been given, to conclude agreements regarding the purchase, alienation or mortgaging of registered property, to conclude agreements in which the association is bound as principal joint debtor, becomes answerable for a third party or is bound as surety for the debt of a third party.
    Such approval must be evident to third parties. An extract from the minutes of the meeting of the general assembly concerned, signed by the chairperson and the secretary general will suffice.
  9. At least once in two years the board of management shall present a report to the general assembly concerning the progress of the association and the policy. The board shall present the balance sheet and the profit and loss accounts with explanations for approval by the general assembly.
    These documents shall be signed by the chairperson, vice-chairperson and the secretary-general; if any signature is missing, the fact shall be recorded together with the reason for it. The board of management is required to maintain sufficient records of the property of the association so that these will at all times show the state of the association's rights and obligations.
    The general assembly shall appoint an audit committee consisting of at least two members who are not members of the board of management. This audit committee shall check the balance sheet and the profit and loss accounts and the explanation the board presents to the general assembly as mentioned above. The audit committee shall report to the general assembly. The board of management is required to assist the committee in its research by providing any information requested, and if called upon, to show the funds in hand and the securities and to provide access to the accounts and the documents of the association.
  10. The secretary general heads the office and is responsible for keeping the accounts of the association. The chairperson and the secretary general shall both be authorised to make payments. A decision of the board is needed if investments are to be made and this shall bear the signature of both the chairperson and the secretary general.
  11. The board of management shall publish a newsletter, at least once a year.


Article 5

Congresses

  1. Members from a particular country may invite the board of management in writing to organise a congress in that country. The general assembly shall decide where congresses shall take place and what will be the central theme of the congress; the board shall make recommendations on these matters.
    The decision shall be confirmed in writing to the host country.
  2. The congress shall be organised by the members from the country whose invitation has been accepted by the general assembly in close cooperation with the board of management.  All announcements shall state that the congress is organised by EASOM.

Article 6

Financial means

  1. The financial means of the EASOM consists of the annual members’ contributions and other income like donations and subsidies.
  2. All full and sustaining members and associate members are required to pay an annual contribution. The contributions are determined by the general assembly for a period of at least two years.
  3. The general assembly shall determine the annual subscription and shall consider the financial report and the report of the audit committee. It shall also take all necessary measures to ensure the smooth running of the organisation.
  4. The EASOM financial year runs parallel to the calendar year.

Article 7

Changes to the constitution

  1. Changes to the association's constitution may only be decided in a general assembly that has been notified especially for this purpose.
  2. Those responsible for calling a meeting of the general assembly to discuss a proposed change to the constitution shall make an extract of the proposal containing the exact text of the proposed change available for inspection at an appropriate place from at least five days before the meeting until the end of the day on which the meeting takes place.
  3. Two thirds of the votes cast are needed for a decision to change the constitution.
  4. Changes to the constitution shall come into force after being drawn up in a notarial deed. All members of the board of management are authorised to draw up such a deed.

Article 8

Winding up

  1. The association may cease to exist by a decision of the general assembly. Following this decision, liquidators shall be appointed by the assembly. In the absence thereof, during the winding up, the members of the board of management with the right of assumption to vacancies shall act as liquidators. The provisions of clauses 1, 2 and 3 of the previous article shall apply.
  2. The decision by the meeting of the general assembly regarding the winding up shall stipulate which institutions of general social benefit shall receive any remaining funds after liquidation. In the event of confusion regarding which institution is to receive the remaining funds, the liquidators shall decide.