Statutes
of
THE INTERNATIONAL ASSOCIATION FOR CELLULAR COENZYMES
Statutes & Rules
I........ General Rules..........................................................
Article 1: Name, Duration, Seat..............................................
Article 2: Objectives of the Association................................
II....... Membership................................................................
Article 3: Membership, Types of Members............................
Article 4: Obligations and Liabilities of Members.................
Article 5: Termination of Membership...................................
III...... Organisation & Structure....................................
Article 6: Organs of the Association......................................
IV...... THE GENERAL MEETING..............................................
Article 7: Structure of the General Meeting...........................
Article 8: Competence of the General Meeting......................
Article 9: Meetings of the General Meeting, Voting..............
V....... THE OFFICERS..............................................................
Article 10: Competence and Appointment of Officers...........
Article 11: Term of Office, Nomination Rules, Revocation Rights.............................................................................
VI. The Executive committee, other committees....
Article 12: Structure and Competence of the Executive Committee......................................................................
Article 13: Other Committees.................................................
VII.CONFERENCES…………………………………………………………………………………………………………………
Article 14: Structure of a Conference…………………………………………………..
Article 15: Purpose of a Conference……………………………………………………
Article 16: Financing of a Conference………………………………………………….
VII..... FINANCE of the ASSOCIation..................................
Article 17: Resources of the Association..............................
Article 18: Financial Year.......................................................
Article 19: Statutory Auditors................................................
VIII.... FINAL CLAUSES............................................................
Article 20: Alterations of the Statutes....................................
Article 21: The Dissolution of the Association......................
Article 22: Winding-up of the Association............................
Article 23: Applicable Law, Jurisdiction................................
I. General Rules
Article 1: Name, Duration, Seat
- Under the name “The International Association for Cellular Coenzymes”, hereinafter referred to as “IACC” or “Association”, a non-profit society has been organized.
- The duration of the Association shall be unlimited in time with the charitable trust imposed on the assets of the Association being perpetual.
The seat of IACC and its Registered Office shall be located in England. Both are currently located at c/o Dept. of Structural & Molecular Biology, University College London, Darwin Building, Gower Street, London WC1E 6BT, UK, in England.
Article 2: Objectives of the Association
The objectives of the Association are and shall be to promote basic and applied research on cellular coenzymes in health and disease and to stimulate the development of novel diagnostic and therapeutic approaches based on coenzymes and their analogues and to make this freely available by:-
- organizing regular focused meetings and international symposia on cellular coenzymes;
- promoting collaborative links among academic groups as well as new research projects with biotechnological and pharmaceutical companies ;
- diffusing , at a public level, general knowledge on basic problems and new information regarding safety and the therapeutic effects of cellular coenzymes and their analogues;
- collaborating with industry and society about the quality and security of coenzymes formulations available in the market.
- publishing or arranging for the publication of the results emerging from research in cellular coenzymes and other information tending to advance this field.
The quality of science shall be of prime importance for decisions concerning support of any and all activities of the Association.
II.Membership
III.Article 3: Membership, types of Members
Association shall consist of members who are scientists active in the area of cellular coenzymes or related disciplines.
- A member who pays the annual membership fee has voting rights in the General Meeting of the Association.
- A former Member who does not pay the annual membership fee will be considered as Associate Member with no voting rights as long as the annual membership fee remains unpaid.
- The Members all may enjoy to the same extent and on an equal basis the benefits offered by the Association, such as sponsorships, fellowships, programme information, etc.
- Members are admitted upon their application to and acceptance by the Executive Committee of the Association. The procedure for admission is set out in the By-laws.
- The annual membership fee due to the Association and payable by the Members is determined by the General Meeting of the Association. There is currently no membership fee and Membership is free.
Article 4: Obligations and Liabilities of Members
- Membership of the Association implies strict adherence to the Statutes, the By-laws and any lawful decision made or to be made by the organs or Officers of the Association.
- Members of the Association are not personally liable for the debts and liabilities of the Association.
Article 5: Termination of Membership
- Membership ends in case of a dissolution or winding up of the Association, or in case of a notice of withdrawal pursuant to Article 5.2 by the Member or an expulsion of the Member.
- Any Member is free to withdraw from the Association by sending written notice of such withdrawal to the Secretary.
- Expulsion of a Member may be decided by the General Meeting with a two-thirds majority of voting Members if the continued affiliation of such a Member with IACC would injure the reputation or interests of the Association. The particular Member must be heard before a decision is reached.
IV.Organisation & Structure
Article 6: Organs of the Federation
The organs of the Federation are:
- the General Meeting;
- the Officers;
- the Executive Committee.
V.The General Meeting
Article 7: Structure of the General Meeting
- The General Meeting shall be composed of Members with voting rights who attend in person.
- The General Meeting shall be directed and represented by the President of the Executive Committee.
- Members shall be entitled to know the date of the next General Meeting at least one year in advance and to have access to the agenda at least one month before the Meeting.
- The General Meeting shall conduct its activities in accordance with these Statutes, rules set out in the By-laws, General Meeting resolutions and the applicable law.
Article 8: Competence of the General Meeting
1 The General Meeting is the supreme authority of the Association. It is responsible for defining the policies and goals of the Association on the basis of these Statutes, and for taking all decisions, which may have a substantive impact on the further development of the Association.
2 The General Meeting has all such competencies that have not been conferred upon another organ under the present Statutes. In particular it has the task to:
- adopt and modify the Statutes and By-laws;
- dissolve, wind-up or merge the Association;
- expel Members under Article 5.3.
- consider all basic aspects of science policies of the Association as proposed and formulated by the Executive Committee and approve those modifications and changes which the General Meeting believes adequate and appropriate;
- establish Committees and Working Groups;
- elect, by secret ballot, members to the Executive Committee, other Committees and Working Groups of the Association;
- set out the work directives for the Executive Committee, other Committees and Working Groups to monitor the operation of the Association;
- appoint Members to organising committees to be the host groups of future scientific meetings and symposia;
- appoint the Statutory Auditors;
- determine the annual membership fee with details of the annual membership fees to be spelt out in the By-laws;
- approve the annual budgets and statements of account;
.
Article 9: Meetings of the General Meeting, Voting
- The General Meeting shall convene at each Conference / Scientific Meeting of the Association and take place normally at least once a year.
- An extraordinary General Meeting shall be held upon the request of one third of the voting Members. The request has to be addressed in writing to the Secretary who shall convene an extraordinary General Meeting within four months after receipt of the request.
- The General Meeting has a quorum if at least two-thirds of the voting Members are present. Unless explicitly stated otherwise in these Statutes, each matter is decided by simple majority of the number of votes cast. Each Member and each member of the Executive Committee has one vote.
- Additional provisions on the structure and the organizations of the Council may also be defined in By-laws.
VI.The Oficers
Article 10: Competence and Appointment of Officers
The Officers of the Association are: The President, the Secretary, the Treasurer, the Chairpersons of the Scholarships/Fellowships Committee, the Sponsorship Committee and the Conference Committee.
- The President
- The functions and responsibilities of the President are in particular:
- to chair General Meetings, ;
- to chair meetings of the Executive Committee;
- to perform any other tasks conferred by the General Meeting on the Chairperson.
- The President shall be elected by the General Meeting. If the term of the President is due to end, the next President shall be elected one year before the last General Meeting chaired by the outgoing President. The person appointed will be called the President-elect.
- The President may participate in all committees of the Association ex officio with full voting rights.
- The Secretary
- The Secretary shall be responsible for conducting all general administrative issues and matters of the Association in accordance with these Statues and in particular:-
- to promote contacts with other scientific organizations and international bodies;
- be the direct link to the General Meeting concerning all decisions and policies elaborated by the Executive Committee.
- prepare and organize the General Meetings, including the calling of such meetings and the preparation and distribution of documents and minutes. In particular, all Members shall be asked, in due time, to nominate candidates for the elections of Officers and Committee members; the Secretary shall circulate the respective Curricula Vitae (“CV”) of the nominated candidates to the Members and the Executive Committee at least three months prior to a Council Meeting;
- organize the meetings of the Executive Committee, including the calling and preparation of such meetings and the preparation and distribution of minutes;
- may participate ex officio in meetings of all Committees of the Association with voting rights;
- maintain and promote the exchange of information between the General Meeting, the Executive Committee and Members;
- The Secretary shall be elected by the General Meeting. If the term of the Secretary is due to end, the next Secretary shall be elected one year before the last General Meeting convened by the outgoing Secretary. The person appointed will be called the Secretary-elect.
- The Treasurer
- The Treasurer is responsible for financial matters of the Federation and concludes contracts on behalf of the Association where appropriate within the restrictions and limits set by the General Meeting or the Executive Committee;
- The Treasurer reports to the General Meeting about the financial status at every General Meeting and keeps the Executive Committee about financial developments on a regular basis.
- The Treasurer executes decisions made by the General Meeting and the Executive Committee.
- The Treasurer presents every year a budget to the General Meeting, in line with decisions reached in the Finance Committee.
- The Treasurer is responsible for keeping all financial records.
- The Treasurer shall be elected by the General Meeting. If the term of the Treasurer is due to end, the next Treasurer shall be elected one year before the last meeting of the General Meeting at which the accounts of the Association will be presented by the outgoing Treasurer. The person appointed will be called the Treasurer-elect.
- The Treasurer may participate ex officio in all Committees of the Association with voting rights.
- The Committee and Working Group Chairpersons
a. Each Chairperson shall be responsible for the functioning of the Committee that he/she chairs, including the meeting schedule and the supervision of committee functions. Further details of the tasks of the respective Committee Chairpersons are set out in the By-laws.
b. Each Committee and Working Group Chairperson shall be elected by the General Meeting as set out herein.
c. The President-elect, Secretary-elect, the Treasurer-elect and the Chair of a Working Group who is not an Officer of the Association shall be invited to the meetings of the Executive Committee with no voting rights
Article 11: Terms of Office, Nomination Rules, Revocation Rights
- The Officers of the Association shall serve for a term of three years. They may not serve in the same capacity for more than two additional terms (a total of nine years).
- Ordinary Members of Committees shall serve for a four-year term and will not be eligible for re-election to the same Committee as an Ordinary Member for at least two years after completion of his or her term of service. The same rule applies to elected members of Working Groups.
- Members shall be asked by the Secretary with a sufficient time lead to nominate candidates for the respective positions to be filled in future and to provide the relevant information on the candidate (including a CV) on the standard Nomination Form provided .
- The Executive Committee shall in principle recommend more than one candidate for each position to be filled in the order of preference and with due regard to geographical and gender representation. The Secretary shall provide the dossiers on the respective candidates proposed at least three months prior to the General Meeting at which elections are held. The members present at the General Meeting may vote for a candidate from among those proposed in due time.
- Persons elected must gain more than 50% of the votes cast by those present and voting. If after two rounds of voting there is no majority for a candidate, the General Meeting must decide how to proceed.
- The elected persons have to fulfil their duties with due care in accordance with the laws, in particular in accordance with the Statutes, the By-laws, the General Meeting resolutions and any other rules which the Association may adopt. Any person may be revoked from his/her office by a General Meeting decision if he/she acts unlawfully or if his/her behaviour endangers the reputation of the Association. The respective person shall be heard by the General Meeting before its decision is made.
VII.The Executive Committee, Other Committees
Article 12: Structure and Competence of the Executive Committee
- The members of the Executive Committee are the Officers of the Association together with any other person or persons assigned and elected by the General Meeting to serve thereon for a specified period.
- The General Meeting delegates to the Executive Committee all of its responsibilities with respect to the general control of the Association, which is vested in the General Meeting, between Meetings. The Executive Committee is especially empowered to:
- fulfil the objectives of the Association as it is defined in Article 1;
- administer the assets and property of the Association;
- prepare the General Meetings in cooperation with the Secretary;
- appoint Working Groups entrusted with special tasks within the general framework of the Association;
- appoint delegates or representatives of the Association to scientific conferences or meetings;
- execute decisions of the General Meeting;
- present to the General Meeting annual and other reports and – in collaboration with the Treasurer – a financial report for the financial year together with the auditor’s report;
- fulfil any other tasks which may be delegated to it by the Council.
- The members of the Executive Committee are collectively responsible to the General Meeting for handling the administration of the Association in agreement with the policies laid down by the General Meeting.
- The Executive Committee makes decisions based on a majority vote. In case of a tie the President has two votes.
- Should any position held by an Officer of the Association become vacant, the Executive Committee shall take immediate action to arrange the appointment of a replacement Officer.
- Further details of the organization of the Executive Committee are set out in the By-laws.
- In addition to the Executive Committee, the Association has so far established the following Committees:
- The Scholarships & Fellowships Committee;
- The Sponsorships Committee;
- The Conferences Committee;
- Further Committees may be formed if necessary following recommendations set forth to a General Meeting by the Executive Committee. The person to chair the respective Committee and its members shall be elected by the Council. The composition and organization of the respective Committees will be defined in the By-laws.
- Working Groups may be formed if necessary by the Executive Committee and their structure and regulation defined as appropriate and offered to a General Meeting for approval.
VIII.Symposia and Conferences
A Conference of the Association shall be held normally at least every year at a place chosen by the hosting Members Group and approved by the General Meeting. The Conference may take the form on an International Symposium with a wide range of topics or a Focused Meeting on a single topic. It is expected that International Symposia will take place every second year. The chair of the Conferences Committee is responsible for the appropriate preparation of the Conference in cooperation with the hosting Group and the Conference Programme Board as defined in the By-Laws.
Article 15: Purpose of a Conference
A Conference of the Association is a scientific meeting and exhibition and shall provide opportunities for the presentation of original communications, demonstrations and symposia. Further details are set out in the By-laws.
Article 16: Financing of a Conference
A Conference of the Association will be financed by Registration Fees of participants and by sponsoring funds, including specific grants from the Association approved by the Executive Committee. The local financial arrangements for a Conference are the responsibility of the hosting Members Group and as approved by the Executive Committees represented by the chairperson of the Conference Committee. Details are set forth in the By-laws.
IX.Finance of the Association
Article 17: Resources of the Association
- The financial and other resources of the Association, which are held in custody by the Treasurer as custodian, consist of:
- annual membership fees paid by the Members;
- royalties, if any, arising from publications;
- possible gifts, bequests and legacies;
- subsidies or grants which may be awarded to it by public or private bodies and which are consistent with its charitable aims;
- any other resources which may derive from its own activities.
- In order to fulfil its purpose and to secure its functioning, the Association may at any time constitute or organize separate or independent funds or bodies and give them an appropriate legal structure.
Article 18: Financial Year
The financial period shall be the calendar year.
Article 19: Statutory Auditor
- The General Meeting appoints annually a statutory auditor who shall report on the accounts of the Association. The General Meeting may also appoint at its discretion individuals from among its Members to act as auditors. At all times, these auditors may require that the books and all relevant documents or reports are presented to them and they may examine the cash and financial situation of the Association. All organs of the Association, in particular the Treasurer, must cooperate with them.
- The statutory auditors may be re-elected.
X.Final Clauses
Article 20: Alterations of the Statutes and By-Laws
The Statutes of the Association may be amended at any General Meeting by a two-thirds majority, provided that at least three-quarters of the voting members are present.
Proposals for changes of the Statutes must be submitted to the Executive Committee and the Secretary at least three months prior to a General Meeting. The Secretary shall notify all Members of such a proposal at least two months prior to the General Meeting.
No change shall be made which would extend the objectives of the Association beyond those set out in Article 2.
The Executive Committee may amend the By-Laws on application by the relevant Committee or Working Group provided that the alterations apply to the operating rules of that Committee or Working Group. Budgetary amendments should be supported by the Treasurer. Any amendment which would substantially alter the scope or purposes of a Committee or Working Group would need the approval of a General Meeting.
Article 21: The Dissolution or Merger of the Association
- A resolution to dissolve or merge the Association can only be passed by an Extraordinary General Meeting attended by at least three-quarters of the voting members. They must vote with at least a two-thirds majority in favour of the dissolution or merger. A motivated proposal for dissolution must be submitted in writing to the Secretary at least four months before the Extraordinary General Meeting.
- If at any time a General Meeting resolution to dissolve or merge the Association is passed, the Executive Committee will remain in office and will be responsible for the orderly winding up of the Association.
- On the dissolution or merger of the Association any surplus assets of the Association shall be transferred to a body or bodies having aims similar to those of the Association or for charitable purposes.
Article 22: Applicable Law, Jurisdiction
The laws of England and Wales are exclusively applicable to the Association, its Statutes and By-laws and any dispute arising therefrom. The Association shall be under the jurisdiction of the High Court of England and Wales.