ARTICLES of ASSOCIATION
Proposed revision 2012
ARTICLES of ASSOCIATION
SECTION I: Purpose - Name - Registered offices - Duration
An association is formed between those who adhere to these articles, or who will adhere to them in future and who meet the conditions hereinafter specified, governed by the law of 1 July 1901 and by these articles.
The purpose of this association is to teach and develop scientific and clinical knowledge and techniques in dentofacial orthopaedics.
Its procedures include: the holding of working sessions and periodic meetings, publication and dissemination of scientific works, conferences, national and international events and any initiatives that might assist in the achievement of the association’s purpose.
The name of the association is:
"European College of Orthodontics", the acronym for which is "ECO" (in French: Collège Européen d'Orthodontie, acronym CEO).
Its duration is unlimited, excepting the right of each member to withdraw in accordance with Article 4 of the law of 1 July 1901.
The head offices are in Paris. They may be relocated by simple decision of the Administrative Board. Ratification by the General Meeting is necessary.
SECTION II: Members
The association consists of:
- Founder Members
- Honorary Members
- Honour Members
- Senior Members
- Full Members
- Affiliate Members
- Associate Members
- Student Members
1. Founder Members
The founder members are members as of right, members who participated in the first EPGET (European Post-Graduate in Edgewise Therapy) in 1966, and who applied for founder membership to the Founding Chairman before 1 July 1967.
2. Honorary Members
The title of Honorary Member may be granted by the Administrative Board, after the approval of the General Meeting, to persons rendering or having rendered outstanding services to the college.
This title dispenses these members from paying the annual fee, but they cannot participate in voting at general meetings or serve on the Administrative Board of the college.
The European College of Orthodontics may exceptionally appoint one or more honorary chairmen, such as, for example, the founding chairman or any member having rendered outstanding services or a foreign colleague it wishes especially to honour.
Honorary chairmen have no power, and it is the Chairman in office who manages the association.
3. Honour Members
Full members ceasing to practise the specialty may be appointed honorary members after having collaborated particularly actively in the work of the college, this title being awarded only at the request of the holder. Honour status is proposed by the Administrative Board and voted on by the general meeting. Honour members are kept informed of the activities of ECO.
They do not have to pay the annual fee; they do not receive the magazine published by the college. They do not vote and cannot be part of the Administrative Board.
4. Senior Members
Full members ceasing to practise the specialty may apply to be appointed senior members. A full member wishing to benefit from this status shall apply for it by mail or email to the General Secretary who shall inform the entire Administrative Board. They pay an annual fee, the amount of which is set by the Administrative Board, allowing them to continue to receive "Le Courrier du CEO" (The ECO Courier) and the magazine "International Orthodontics". They do not vote and cannot be part of the Administrative Board.
5. Full Members
To be a full member, the clinical records defined in the Rules of Procedure must be submitted to the membership committee.
Special conditions of membership are open to some colleagues whose reputation is recognised by the Administrative Board. This is particularly the case for holders of the Certificate of Excellence in Orthodontic Practice (French Administrative Board of Orthodontics), or from any other "Administrative Board" officially recognised internationally, as well as for qualified specialist academics MCU-PH or PU-PH and for the specialists recommended by a ‘sponsor’ founding member or titular member.
The applicants for outright titularisation must
· Make a written request to the President or General Secretary with a detailed curriculum
· Be recommended by a sponsor, founding member of titular member.
The President or General Secretary consults by email with the Board members.
In case of a positive outcome, the applicant is authorized to present his/her titularisation cases in first instance .
These colleagues present their case for membership directly without going through the preliminary Affiliate stage. After acceptance by the membership committee, they become full members.
6. Affiliate Members
To be an affiliate member of ECO, it is necessary to:
- Apply to the head of the membership committee.
- Be introduced by a sponsor, a founder member or full member of the association whose liability is defined by the rules of procedure
- Comply with the conditions of membership set out in the rules of procedure;
- Be a specialist in orthodontics for all candidates from a country where such qualification is recognised, or for candidates from countries where the specialty is not officially recognised, to demonstrate to the membership committee (as defined by the rules of procedure) that they have received valid and sufficient training in dentofacial orthopaedics.
Any affiliate member has a period of seven years to present his case for full membership.
If, at the end of that period, the affiliate member has not presented his case for full membership, he is automatically deregistered, without such deregistration requiring a vote at a general meeting. He is therefore no longer a member of the European College of Orthodontics, but he still has the opportunity of presenting his case for full membership when he deems this to be appropriate, in order to rejoin the association.
The affiliate not having met his obligation to become a full member in time, is informed by mail by the Secretary of the College of his deregistration and the opportunity offered to him to re-apply when he wishes to do so.
The deregistered member may, if he wishes, remain subscribed to the journal "International Orthodontics" by subscribing directly with Editions Elsevier-Masson.
7. Associate Members
Any person from a discipline other than orthodontics, whose professional activity may contribute to the objectives of the college, may apply for associate membership.
To be an associate member, it is necessary to:
- Apply in writing to the Chairman or the General Secretary, sending a detailed accompanying curriculum vitae;
- Be introduced by a sponsor who must be a founder or full member. Sponsorship for associate membership must be for a candidate whose field of activity is related or complementary to orthodontics or dentofacial orthopaedics.
- Make a submission to a spring conference of ECO
New associate members only receive a call for annual subscription from the year following their admission.
8. Student Members
Student Members may be practitioners training in a specialty in orthodontics who apply to the secretariat of the college.
They attend the meetings and the spring conference subject to financial conditions appropriate to their situation as a student and must provide proof of their student status at registration for meetings of the college.
They cannot participate in voting at general meetings or serve on the Administrative Board.
Student membership is held for two years following graduation as a specialist in orthodontics for those who have joined ECO during the course of their training in the specialty.
Once this period has elapsed, to remain a member of the college, student members are required to become affiliated members in accordance with the affiliation conditions of the Rules of Procedure (Paragraph G), or risk losing their membership of ECO.
The Student members in their last year of specialization in orthodontics can anticipate their affiliation to the CEO. To do so, they can make a request to the Titularisation Commission with a proof of their registration at their last year of specialization studies.
Senior members, full members, affiliates, associates and students must pay their annual fees, voted by the General Meeting at the proposal of the Administrative Board, which prescribes the manner of their payment, and receive the magazine published by the college, "International Orthodontics" and "Le Courier du CEO".
Only full members have voting rights at ordinary and/or extraordinary general meetings. Other members may attend general meetings without having voting rights.
Status as member or affiliate member is lost by resignation or deregistration for serious cause or for failure to meet work requirements defined in the rules of procedure, ordered by the Administrative Board and confirmed by vote of the General Meeting.
The member concerned, if he requests this in writing, is first asked to explain himself before the Administrative Board.
The death of a member does not terminate the association which continues to exist between the other members.
SECTION III: Administration - Management
The association is administered by an Administrative Board composed of a maximum of fifteen regular or founder members elected by secret ballot at a general meeting. It consists of:
- A chairman,
- A vice-chairman,
- A general secretary,
- A treasurer,
as well as members whose functions are described in the Rules of Procedure.
Organisation of elections.
Members of the Administrative Board are elected by the Annual General Meeting, voting in accordance with the requirements of Article 14 of the articles of association.
This election, by secret ballot, is by an absolute majority of voters. Should one or more Administrative Board positions remain to be filled, a second round of voting will take place by relative majority.
If one or more Administrative Board positions cannot be filled because of an insufficient number of candidates, the new Administrative Board under the Chairman redefines the responsibilities of each member for the proper functioning of the association.
The members of the Administrative Board are elected for four years, and remain in office until the expiration of their term.
The Members of the Administrative Board whose term has expired necessarily resign. They shall be eligible for re-election immediately.
Every two years, the mandate of certain members of the Administrative Board expires. Partial renewal of the Administrative Board is provided for by biennial elections during spring meetings of the college.
During years when elections are scheduled for the partial renewal of the Administrative Board, the general secretary informs, by ordinary mail and/or by email, all full members of the number of vacancies at least two months before the date of the general meeting at which the vote must take place.
Nomination papers must be sent by Recorded Delivery letter, by post or email with Delivery Receipt to the to the general secretary, at least thirty days before the election date.
The secretariat acknowledges the applications (new applications and renewal applications) and sends by mail and/or email to all full members of ECO the list of candidates and a proxy form at least two weeks before the Spring Congress.
After each election and general meeting, members elected to the Administrative Board shall meet immediately in order to distribute between them the various functions and to elect the Chairman and Vice-chairman.
The election of the chairman, vice-chairman, secretary and treasurer by the full Administrative Board takes place by secret ballot.
The Chairman and Vice-chairman are elected for a term of two years, renewable once.
At the end of their first term, they must resign their duties and shall be immediately eligible for re-election.
In the event of a vacancy on the Administrative Board, for any reason whatsoever, in the interim between meetings, the Administrative Board shall provide for the replacement of any of its members whose term expired.
The General Meeting, at its next meeting, shall: either ratify the appointment or elect another replacement. The member or members so appointed shall hold office only for the time remaining on the term of the person or persons they replace.
Members of the Administrative Board may be replaced in the proceedings of the Administrative Board by a representative of their choice who is a member of the Administrative Board.
Power of the Administrative Board:
All acts and operations that are not expressly reserved for the competence of General Meetings may be validly undertaken by the Administrative Board.
The Administrative Board has the following authority:
Functions of the Chairman:
The chairman shall implement the decisions of the Administrative Board and regular operation of the association he represents legally in all civil acts and before justice. He may arrange to be represented for a special and temporary purpose in the event of his being prevented from being present, provided that the said authorised representative is selected from the members of the Administrative Board.
Duties of Treasurer:
The treasurer shall keep the accounts of the association, shall cash any receipts, pay the ordinary and extraordinary expenses of the college, as decided by the Administrative Board, shall, after obtaining the approval of the Administrative Board, withdraw, transfer or dispose of all sales or assets.
He shall open a bank or postal giro account in the name of the association. Withdrawals can be made on separate signature of the chairman or treasurer. However, the use of funds shall only be in securities guaranteed by the State: all orders for purchases and sales of securities will be valid only on the joint signatures of the Chairman and Treasurer.
If necessary, the Treasurer may request to be assisted by a deputy treasurer from among the members of the Administrative Board. The appointment of the assistant treasurer is subject to the approval of the Administrative Board.
Functions of the General Secretary:
The general secretary is responsible for convening meetings, drafting minutes and keeping the register under Article 5 of the law of 1 July 1901, as well as the organisation and supervision of the internal departments of the association.
If necessary the general secretary may request to be assisted by a deputy general secretary from among the members of the Administrative Board. The appointment of the Deputy Secretary is subject to the approval of the Administrative Board.
The Deputy General Secretary and Assistant Treasurer, if these positions are filled, are responsible for assisting the General Secretary and the Treasurer in carrying out their duties and to replace them in their absence.
Decisions by the Administrative Board.
All ordinary decisions concerning regular operation of the association are taken by the Administrative Board after consultation of its members to the extent that a consensus emerges from its debates. Otherwise, voting takes place by show of hands. The proposal put to the vote is accepted if it obtains a relative majority. In the event of a tie, the chairman has the casting vote.
Extraordinary decisions the scope of which may have important consequences for the future of the association are subject to a vote by show of hands. The proposals to be voted on are accepted if they have obtained an absolute majority (half plus one vote). In the event of a tie, there shall be a second round of voting by secret ballot. If there is still a tie after the second ballot, the decision rests with the Chairman. He may decide to submit the contested proposal to the discretion of the General Meeting of Members.
Extraordinary expenses are subject to approval by a subcommittee (Chairman, Vice-chairman, Secretary and Treasurer). Exceptional expenses are understood to be those that do not relate to the regular operating costs of the association.
Any decision to exclude a member of the Administrative Board for serious reasons (recurring absences from meetings of the Administrative Board, overwhelming lack of involvement in the work of the Administrative Board itself, prohibition of practising for failure to respect ethical rules) is taken by secret ballot with a relative majority.
The Administrative Board meets at least once a year when convened by the Chairman, and whenever it deems necessary. It shall also meet one further time once a year at the Spring Congress in a city designated at its first ordinary general meeting, either in Paris, in the provinces or abroad.
The deliberations of the Administrative Board relating to acquisitions, exchanges, transfers of buildings necessary for the purpose of the association, mortgages, leases exceeding nine years and all loans must be subject to prior approval of the general meeting voting in the extraordinary form as provided for by Article 17 below.
The elected members of the Administrative Board are committed to regularly attend its meetings.
For the proper functioning of the College, it is desirable that every member of the Administrative Board, who, due to unavailability associated with other activities, has been absent from two consecutive meetings of the Administrative Board, shall resign from office.
Minutes shall be drawn up of the meetings of the Administrative Board.
The presence of one third of the full members of the Administrative Board is sufficient and necessary for the validity of proceedings (see Article 10)
The minutes are signed by the Chairman and general secretary.
Members of the Administrative Board shall perform the duties entrusted to them on a voluntary basis: they cannot receive remuneration.
Under normal conditions of operation of the association, travel expenses of Administrative Board members as well as those for their hotel accommodation, in order for them to attend a meeting of the Administrative Board, shall be borne by the treasury of ECO on presentation of receipts, once per calendar year (first meeting of the season) except to call a special additional meeting at the discretion of the Chairman. To limit the financial impact of such defrayment of expenses, they shall make efforts in particular to book their tickets early to secure the cheapest fares.
In the event of a cash flow problem, the treasurer shall notify during the meeting of the Administrative Board preceding the Spring Congress the conditions for the defrayment of travel expenses for the first meeting of the next season.
If a member of the Administrative Board is entrusted by the Chairman and/or Administrative Board with a particular mission, he will be notified of the budget available to him to fulfil it (travel and/or representation expenses) by the Administrative Board after consultation with the Treasurer.
For his expenses, the Chairman shall transmit to the treasurer receipts for expenses incurred. If the function requires timely extraordinary costs, he shall inform the treasurer of this who may seek the approval of the Administrative Board.
The general meeting of the association includes the members of ECO.
Only founder members and full members are entitled to vote.
In the event of an extraordinary general meeting, notices sent to full and founder members will be by individual letter and/or email.
In the event of absence, a full member or founder may give a mandate to another founder member or full member who must be the holder of only one mandate.
The agenda is set by the Administrative Board.
The chairman of the Administrative Board shall chair the meeting.
The meeting shall hear the reports on the management of the association and on the financial situation.
It approves the accounts for the year just ended, votes the budget for next year, gives full discharge of their mandates to the members of the Administrative Board, and renews, if appropriate, the members of its Administrative Board or ratifies members appointed temporarily by the Administrative Board.
The annual report and accounts may be sent to all members or founders at their request.
It decides on the proposals of the Treasurer regarding fees.
To form a quorum, the general meeting shall consist of at least one quarter of the full and founder members of the association, its decisions are taken by a simple majority vote of members present or represented.
Should the General Meeting not form the quorum required above the first time it is convened, the general meeting may deliberate on second call made by individual letter and/or email, regardless of the number of members present.
SECTION IV: Resignation - Deregistration
Any member who has paid his dues may submit a written resignation.
Deregistration is incurred:
- for non-payment of dues for two consecutive years, the current year and the previous year;
- for serious breach of the principles of ethics and/or for injury caused to the college.
- c) unsubstantiated failure to obtain full membership after 7 years.
In order to be valid, this must be preceded by an investigation by the Administrative Board with a hearing for the member concerned if he wishes to present his defence.
Deregistration must be ordered by the general meeting under the conditions set by Article 17 below.
SECTION V: Amendments to the Articles - Dissolution
The articles can only be amended on the proposal of the Administrative Board.
To be valid, the Extraordinary General Meeting shall consist of at least one quarter of the full and founder members. If this proportion is not reached, the meeting is called again, but with a fifteen-day interval and may validly deliberate regardless of the number of members present or represented.
In all cases, decisions, in order to be valid, must be passed by a two-thirds majority of members present or represented.
Changes to the corporate structure or the articles are recorded on the register, numbered and signed by the Prefect of the Department in which the headquarters of the association are located, or his delegate.
The general meeting called to decide on the dissolution of the society, and convened especially for this purpose shall consist of at least half of the full members plus one. Dissolution can only be voted for by a two-thirds majority of the members present or represented.
In the event of dissolution, the General Meeting appoints one or more liquidators to liquidate the assets of the association. It allots the net assets to a registered similar professional body or recognised public-service body.
SECTION VI: Reserve fund and annual resources
There shall be a reserve fund into which surplus resources will be paid annually, at the end of the financial year.
The proposals of the Administrative Board on the destination and use of such reserve funds are approved, after deliberation, by the Annual General Meeting.
The resources of the Association consist of:
1) Fees paid by its members;
2) Grants that may be awarded to it by:
or any other registered public-service association;
3) Any donations and legacies that this association may receive
4) Interest and income from property and securities belonging to the association.
5) As a result of the organisation of scientific meetings, conferences, training days etc.
6) From the surrender of the share of the association by GIE (economic interest grouping) made by the French Federation of Orthodontics (FFO) of which the association is a member, in the event of profits recorded on Orthodontics conferences.
Items to be accounted for by the association are subject to the approval of an auditor each year who is responsible for publishing the balance sheet. The auditor is appointed by the Administrative Board on recommendation of the Treasurer.
The Chairman, and by special delegation, the bearer hereof, shall, on behalf of the Administrative Board, be responsible for completing all the formalities required by the law of 1 July 1901 and Decree of 16 August of that year. The competent court for any action concerning the association is the Tribunal de Grande Instance (Regional Court) with jurisdiction for the location of the headquarters of the association.
Done at Paris on xx July 2012
Articles filed in February 1967, amended in November 1975, in November 1982, in November 1984, in May 1988, in November 1993, in June 1999 (filed with the Paris Police Prefecture, associations office on 27 September 1999), in June 2003 (filed with the Paris Police Prefecture, associations office on 4 August 2003) and in June 2005 and July 2012.