Amended and Restated Bylaws of the ESGCT
Articles of association
The Society bears the name "EUROPEAN SOCIETY OF GENE THERAPY", international non-profit association. All acts, invoices, announcements, notifications, and other documents proceeding from an international non-profit association to which legal personality is granted must mention its name immediately preceded or followed by the words "international non-profit association" or by the abbreviation "INPA" as well as the address of the headquarters thereof.
The headquarters of the Society is established in Belgium. It is now located at, Tiensesteenweg 250, B-3360 Bierbeek. The headquarters may be transferred to any other place by decision of the board of directors to be published in the appendixes of the Belgisch Staatsblad within the month after this decision.
The international association has as objective, without a profit motive, to undertake scientific and educational activities, in particular but not restricted to the promotion and encouragement of the exchange and dissemination of information and ideas with regard to gene therapy, cell therapy, and genetic vaccinations, the encouragement of research fields and clinical applications, and the promotion of professional and public education in these general research domains. The Society shall collaborate with other scientific and medical associations, universities, and organizations of whatever nature with related interests.
The Society consists of a General Meeting, a Board of Directors, and Advisory Commissions. Members can be active members, student members, or honorary members. The Society makes no distinction among the members on the basis of race, religion, nationality, sex, or capacity.
Entry to the Society: candidates for full membership or student membership, who must complete an official registration form, are recommended by a majority of the Board of Directors.
Active members: each person who has manifested an enduring interest in whatever discipline that is important for gene therapy as is demonstrated by his/her work in this area, original contributions, and presence at meetings with regard to gene therapy is eligible for full membership.
Active members pay a contribution and have all the privileges of the Society which involves, but is not limited to, the right to vote, to hold an office, to sit on committees, and to submit scientific abstracts without sponsoring.
Student members: persons who are graduate students in gene therapy research programs or clinical programs are eligible for student membership of the Society. Student members have reduced membership fees and reduced registration fees for the annual meeting of the Society.
The honorary members: persons who have made a particular contribution to the field or the Society and who are recommended by the Board of Directors and approved by the General Meeting.
Suspension of membership: members may be removed from the Society for actions that are harmful to the objectives of the Society. The reasons for the removal must be presented in a letter to a member of the Board of Directors and must be signed by at least two active members.
A subcommittee of the Board of Directors shall examine the nature of the complaint and report. The member must be given the opportunity to defend himself/herself in writing or in person before the Board of Directors, and the removal from the Society must be approved in another voting by at least three fourths of the Board of Directors.
Members can resign from the Society by means of a registered letter addressed to the Chairman. A membership is terminated upon failure to pay the membership contribution.
Each member must pay an annual contribution in function of the category of membership as specified by the Board of Directors. Upon payment of the contributions, the person will be a full member and enjoy all rights and advantages associated with membership.
The General Meeting is composed of each person who has contributed to the objectives of the Society and to whom membership was granted as a full member, a student member, or honorary member.
The General Meeting has the following obligations:
- to elect the persons who will hold an office in the Board of Directors;
- to agree or not with the policy decisions proposed by the Board of Directors;
- to submit proposals to commence or cease current or future activities of the Society;
- to approve amendments to the organization of the Society whereof there is also mention in Article 15 hereinafter.
The General Meeting is held once each year under the chairmanship of the Chairman. In the absence of the Chairman, a member of the Board of Directors (normally the Vice-Chairman) will preside over the meeting. All members have each one single vote concerning subjects submitted to the General Meeting. In the event of a tie vote, the Chairman shall cast the deciding vote. At the General Meeting, any motion whatsoever may be presented if at least ten members submit a signed resolution forty-five days before the date of the General Meeting.
An extraordinary meeting of the General Meeting can be convened if a resolution to this effect is presented to the Chairman that is signed by at least fifty members of the Society. This meeting shall be held within ninety days after the receipt of the signed resolution. The Chairman and the Executive Committee (consisting of the Chairman, the Vice-Chairman, the Secretary, and the Treasurer) must convene each Extraordinary General Meeting.
All decisions relating to motions proposed in the General Meeting will be taken by majority vote. The report of the General Meeting shall be communicated to all members. The quorum for the General Meeting shall be twenty-five present or mandated members or, if the membership is less than two hundred and fifty members, ten percent of the members.
Board of directors
The Society is administered by a Board of Directors of at least seven members elected by the General Meeting. One member of the Board of Directors must have Belgian nationality. The names of the Chairman, the Vice-Chairman, the Secretary, and the Treasurer of the Society shall be proposed by the Board of Directors and approved by the General Meeting. The members of the Board of Directors are elected and may be dismissed by the General Meeting. The Executive Committee consists of the Chairman, the Vice-Chairman, the Secretary, and the Treasurer.
The Board of Directors can assign tasks to persons not on the Board. The Chairman shall chair the meetings of the Board of Directors. The Vice-Chairman or another member of the Executive Committee shall preside in his/her absence.
The Chairman and Vice-Chairman are appointed for two years and are not eligible for reappointment for the same office. The other members of the Board of Directors are appointed for three years and can stand for office for another term. An office of a member of the Board of Directors may be renewed only once. The elected chairman shall accept his office of chairman at the General Meeting after the report of the previous General Meeting is ratified.
After he/she leaves office, the Chairman shall be an ex officio member of the Society for the subsequent two years without the right to vote in this committee. A member can be on the Board of Directors for a maximum of seven years.
The Board of Directors shall meet at least twice a year. A majority vote shall decide for each motion with the Chairman having the deciding vote. Members can submit any motion whatsoever for consideration by the Board of Directors during the meetings.
The Board of Directors is empowered for all actions of disposition, administration, and maintenance of movable and immovable property. The report of the meeting of the Board of Directors shall be available for the members to examine written questions.
Without prejudice to the general representation competence of the Board of Directors as a college, the Society is bound and represented in actions and legal claims with respect to third parties by one single director who acts alone and is elected by the General Meeting.
Acting committees will recommend policy, programs, and actions to the Board of Directors in the area of the responsibility of the committee and execute these measures, programs, and actions after approval by the Board of Directors. The Board of Directors shall determine the conditions of the chairmanship and membership of the committees as proposed by the Chairman, and they will be examined annually and submitted to the General Meeting for ratification. The sitting persons of the committees shall report annually to the Board of Directors on the activities of the committees. The board of Directors shall determine the conditions of the sitting persons and members of the committee. Hereinafter follow examples of acting committees of the European Society of Gene Therapy:
- the Membership Committee
- the Educational Committee
- the Financial Committee
- various scientific sub-discipline committees
- the committee for the regulation of gene therapy
The Board of Directors may install acting committees if such is found essential or important for the progress of the Society and the field of gene therapy.
Amendments to the articles of association, dissolution of the assocation
Resolutions to amend the Articles of Association or to dissolve the Society may only be accepted by the members of the Society during the General Meeting. The Board of Directors must announce the date of each General Meeting that shall decide over the aforesaid resolution at least three months beforehand.
The amendments to the Articles of Association shall only take effect after their approval by Royal Decree and after the fulfillment of the conditions with regard to the notification prescribed by Article 3 of the Law of the twenty-fifth of October nineteen hundred and nineteen. In the event of dissolution of the Society, the liquidation shall take place pursuant to the stipulations the General Meeting shall determine.
Upon dissolution of the Society, the assets of the international non-profit association have to be applied to a disinterested objective, namely for a scientific prize in the area of the Society.
Budget and lance
The financial year shall correspond to the calendar year. The treasurer, in the name of the Board of Directors, must submit the balance of the previous year and a budget for the following year to the General Meeting for approval.
For everything that is not provided for in the preceding Articles of Association and, in particular, the publications in the Appendixes to the Belgisch Staatsblad, one shall proceed in accordance to the relevant legal stipulations.