CONSTITUTION OF EFNA asbl
Article I – Name
- The name of this non-profit-making association is the European Federation of Neurological Associations (hereinafter called ‘EFNA’) or Fédération Européenne des Associations Neurologiques.
- The Association is governed by the dispositions of Title I of the Belgian Law of June 27, 1921 on non-profit-making associations, the [international] non-profit-making associations and the foundations (hereafter called ‘the law of June 27, 1921’).
- The Association is registered at their head office, 11 Rue d’Egmont, B-1000, Brussels, with registration number: 0543319269 . The Association depends on the district of Brussels.
Article II – Vision, Mission and Values and duration
- Our vision is: A better quality of life for people in Europe living with a neurological disorder.
- To achieve this vision, our mission is:
- To influence policy makers and legislators in Europe, particularly in the European Union,to prioritise resource allocation to reduce the burden for people living with a neurological disorder.
- To communicate with our members to achieve positive change and to ensure that our actions both represent and provide added value to their own concerns and activities, and ensure that patients are empowered and encouraged to participate in relevant decision- making processes.
- To establish strong partnerships and alliances with relevant stakeholders in the societal, scientific, clinical, political and corporate fields to help us to reach our goals – partnership for progress.
3. Our goals are:
AWARENESS – To promote public awareness and understanding of neurological conditions; eliminating the associated prejudice/stigma.
ADVOCACY – To raise awareness and generate patient based evidence of the burden and impact of neurological disorders; increasing priority given to neurology by policy and decision makers and by health care providers.
EMPOWERMENT – To ensure that our member organisations are empowered and supported to be active in advocating for neurology, and provided with the opportunities and channels to do so effectively.
ENGAGEMENT – To work closely with our partners and relevant stakeholders in the field to ensure that the neurology patient perspectives and preferences are represented and considered in policy and decision-making – ensuring a multi-stakeholder approach, with patients taking the lead.
4. Our values are:
- Trustworthiness and transparency – we will be open, honest and ethical in all we do.
- Respect and democracy – we respect one another’s differences and contributions.
- Sustainability – we will make best use of our resources to bring about changes thatproduce permanent benefits for our members and will plan our activities to ensure EFNA’s future.
- This mission is implemented through our strategic and operational plans – in which the above goals and areas of activity may be refined or amended.
- In order to realise these goals, the association may acquire, receive and manage all personal or real estates, apply for subsidies, receive donations and legacies and dispose of all contributions, grants, loans and other income or funds, whether periodically paid or not.
- The duration of the non-profit-making association is unlimited. It can be dissolved at any moment by a majority of two thirds of the voting members.
Article III – Members
The members of EFNA shall be European patient support organisations that uphold aims similar to those of EFNA and that are legally constituted following the laws and customs of their country of origin. There are 4 categories of EFNA members: Voting members (“VM”), Provisional Members (“PM”), Observers and Honorary Members (“HM”).
The number of members is unlimited but cannot be lower than three.
- The VM must be a pan-European umbrella of neurological patient organisations that is legally constituted following the laws and customs of its country of origin. VM may also be international organisations which include European members, should no specific European entity exist. VM can also include patient organisations representing disorders with a clear neurological or brain-related component.
- The organisations which are subscribing VM at the date of adoption of these statutes, shall remain VM under the new entity. The organisations which are subscribing associate members, will become VM in the new entity – should they meet the VM criteria.
- Any organisation applying to be VM shall send to the Board their constitution, proof of registration and any other documents requested to enable the Board to properly consider the application. The Board shall propose acceptance or rejection of the application to the next General Assembly. The General Assembly shall vote on the acceptance or rejection or delaying of a decision on new applications. For a membership application to be accepted, it shall be approved by a simple majority of the VM that are present or represented by a proxy at the General Assembly.
- Provisional Members are those organisations who do not, as yet, meet the criteria for membership as outlined in the Membership Policy. However, they are committed to doing so within a set time frame, again outlined in the Membership Policy, with the support of EFNA. Once criteria are met, a proposal for full voting membership will be put to the next General Assembly. Should they not meet the criteria within the time agreed, their provisional membership will lapse.
- National Neurological Alliances, where they exist, will be invited to nominate an Observer to the annual General Assembly. This representative will not have a vote.
- Honorary Members are individuals or organisations, selected by the Board, who are recognised for the outstanding support they have provided to furthering the aims and objectives of EFNA. They do not have a vote but can attend the General Assembly in an Observer capacity.
- Each VM shall nominate an appropriate, well qualified, representative of their organisation as their EFNA delegate and who shall represent its organisation in EFNA and, in particular, at the General Assembly. Criteria for this representative may be drawn up at the discretion of the Board and included in the Membership Policy.
- Any member is free to resign from the association by submitting, in writing, its resignation to the Board.
- The removal of a member may be proposed by the Board if they no longer fulfil the stated requirements for membership, including the payment of the membership fee. The final decision to require a member to leave the association shall be taken by the General Assembly, by a two thirds majority of the VM attending or being represented by proxy – having heard, or given the opportunity to be heard, any observations of the member concerned.
- Any member which is liquidated, de-registered or ceases to exist as a legal entity or who no longer belongs to the association has no rights to any part the funds of EFNA.
- Membership fees shall be determined each year by the General Assembly on the proposal of the Board but shall not exceed the amount of 2000 euros per year.
- Members shall have no personal liability for the financial obligations of the association, without prejudice of article 3, §2, article 11 and article 26septies of the law of June 27, 1921.
Article IV- General Assembly
- The General Assembly possesses all powers to permit the realisation of the objectives of the association. It shall be composed of the VM. Observer, Provisional and Honorary Members may attend the General Assembly in a consultative capacity but not vote.
- The following are reserved to the competence of the General Assembly:
- any amendments to the constitution;
- the approval of the annual accounts;
- the voluntary dissolution of EFNA;
- the expulsion of members and the election of new members;
- the election and expulsion of the members of the Board.All other matters shall be the responsibility of the Board.
- The General Assembly shall meet at least once a year. All members shall be informed of the place, date and hour of the meeting (“convocation”). The Board shall convoke the meeting by ordinary letter or e-mail, addressed to each member, at least sixty days before the meeting, signed by the Secretary General or, failing, a member of the Board. The convocation shall include all materials required by law, including the agenda, proposed resolutions and essential background/working documents.
- The Association may meet in Extraordinary General Assembly if decided by the Board or at the request of not less than one quarter of VM. Any Extraordinary General Assembly shall be convoked with at least 20 days’ notice before the meeting.
- One third or more of the VM may, in writing within 20 days of the issuance of the convocation, require the Board to add matters to the agenda and propose resolutions to be adopted. The Board must communicate the consequential modifications to all the members 15 days before the meeting in question.
- The General Assembly shall be presided over by the President of the Board or, in default, by the Vice-President or, in default, by any other member of the Board or, in default, the delegate of any VM.
- The General Assembly shall be quorate if at least two thirds of the Voting Members are present or represented by proxy. The decisions of the General Assembly shall be made by a simple majority vote unless the constitution, by-laws or the law specifically stipulates otherwise.
- Each VM has the right to be represented by a proxy chosen from among the VM of the association. A member cannot cast a proxy vote on behalf of more than five members. A proxy vote shall be valid only if it is given in writing by ordinary mail, fax or email, and presented to the meeting.
- The President shall have a casting vote, in the event of an equal vote on any resolution.
- Decisions of the General Assembly shall be recorded in formal minutes, signed by the person presiding at the meeting and by a Board member. The originals of the minutes are kept at the registered office, where every member can access any/all of these documents but without taking them outside of the premises. The minutes of a General Assembly are approved at the following General Assembly and a copy of the minutes shall be sent to the members by ordinary letter, e-mail or fax.
- a) Without prejudice to articles 3, 17, 18 and 19 of the law of June 27, 1921, each proposition that shall call for an amendment to the constitution must be made by the Board or by a voting member of EFNA. The Board shall submit the proposal to the Secretary-General at least 60 days prior to the General Assembly at which the proposal shall be voted upon. The Secretary General shall send the proposal in writing to the voting members of EFNA with the letter calling the meeting at which the proposal shall be voted upon. The General Assembly may validly decide on any proposal for amendments to the constitution only if agreed by two thirds of the voting members present or represented by proxy at the General Assembly.b) If the meeting is not quorate, a new General Assembly shall be called on the same basis as previously described. This meeting shall decide definitively and validly upon the proposals by a two thirds majority vote regardless of the number of voting members present or represented by proxy.
- The amendments of the constitution shall have effect only after approval by the competent authority in conformity with article 3, 17 of the law of June 27, 1921 and after publication in the annexes to the Belgian Official Journal according to article 26novies, 17 of this law.
Article V – Administration
- The Association is managed by a Board comprising not fewer than five delegates of VMs. A maximum number will be set in the Association’s Elections By-Law. In any case and according to article 13 of law of June 27, 1921, the Board cannot comprise fewer than three people. However, if only three people are members of the Association, the Board can be composed of two people.
- No Board member shall take or hold any interest in assets or property belonging to the Association or be interested other than, in their role as a Board Member, in any other contract to which the Association is a party.
- Board members may be paid all reasonable travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of the Board (or its committees and sub-committees) or General Assemblies or otherwise in connection with the discharge of their duties.
- Board members will be elected by the General Assembly by a simple majority vote – according to the procedures outlined in the Elections By-Law.
- No organisation shall have more than one member on the Board of Directors. However, once an EFNA delegate is elected to the Board, their nominating organisation can propose a new delegate to the General Assembly. The organisation is entitled to one vote only.
- To sustain the ethos of the organisation, it is preferable that a majority of the Board have personal experience of living with a neurological disorder or are personally connected to the work of a neurological patient organisation. All those elected shall commit to work within the organisation’s Board Member Terms of Reference and Code of Conduct.
- Board members shall be elected for a term of two years and are eligible for nomination twice – for a maximum term of six years, at which point they must step down for at least two years before being eligible for nomination again.
- All acts established in conformity with the law and concerning the election, the revocation and the cessation of the functions of the board members or of the persons entitled to represent EFNA, are communicated to the Federal Public Service of Justice in order to be deposited in the file and are published, at the association’s costs, in the annexes to the Belgian Official Journal.
- a) In the event of a Board member, or the representative of that member, not completing their mandate, the member in question may propose another representative, satisfactory to the Board, and approved at the following General Assembly for the balance of the term of the representative that they replace.
b) If no such replacement is upon request proposed within 90 days of a member representative giving notice that they intend to step down, then members may nominate a new Board member for election at the next following General Assembly for a full 2 year term.
- Any Board member, who fails to comply with Board Member Terms of Reference and Code of Conduct, may be removed by the Board by a two-thirds majority vote.
- The Board shall choose from among its members a Management Committee – comprising President, Vice-president, Secretary-General and Treasurer. If the President is absent from any meeting, his/her functions shall be assumed by the Vice-President or, in default, by any other Board member present. In the event of a vacant post occurring during a year, an interim Board member may be appointed by the Board who shall fulfil the mandate.
- The Board shall meet as required, but at least twice a year, at the request of at least two members of the Board or the President. The convocations shall be by ordinary letter, fax or e-mail.
- The Board may deliberate and vote validly only if at least 50% of its members are present or represented. Each Board member may give a proxy in writing (mail, fax or email) to a fellow Board member, to vote on his/her behalf. No Board member may hold more than 1 proxy.
- Decisions of the Board shall be taken by simple majority of those present or represented by proxy – unless otherwise stated. In the case of an equal vote, the president shall have a casting vote.
- A meeting of the Board or any committee, if applicable, can take place by means of a teleconference, Skype, or similar communications method so that all persons participating in the meeting can hear each other. Participation by such means shall be deemed to constitute presence in person and business so transacted shall be effective for all purposes as that of a meeting of the Board or committee duly convened and held with such persons physically present.
- The Board shall have all powers and all authority to decide and implement all of its acts in pursuance of the objectives of the present constitution. The Board is competent to deal with any issues on behalf of EFNA, in the broadest sense. All matters not expressly reserved by the law or the constitution to the General Assembly shall fall under the competency of the Board. The Board shall carry out or cause to be carried out, all activities of EFNA and shall ensure that the decisions of the General Assembly are fulfilled; this includes, if necessary, the establishment or revision of any bylaws it shall consider necessary for the proper functioning of the Association.
- The Board may delegate any of the powers which are conferred on them under the Constitution to a committee, comprised of one or more directors, and/or appointed employees or agents of the association for such purposes and on such conditions as they think fit. The Board Members must consider from time to time whether the powers or functions which they have delegated should continue to be delegated.
- Any legal action as plaintiff or as defendant shall be pursued by the Board represented by its President or by one Board member appointed by the President for that purpose.
- The Board Members’ powers will include assessing major risks to which the Association is exposed. The Board must then be satisfied that systems are in place to mitigate against such risks.
- The Association shall indemnify any Board Member against any liability incurred by them in that capacity.
- Board members shall be subject to strict confidentiality in relation to their EFNA activities. Where the deliberations of the Board, or documents it reviews, are stated to be, or identified as, confidential any breach of that confidentiality will entitle the rest of the Board, by simple majority vote to request that Board Member’s association to replace that Board member.
Article VI – Finance and Assets
- The Association is not established or conducted for private gain and the income and property of the association shall be applied solely for the purposes of the Association. The financial year shall commence on 1st January and ends on the 31st of December.
- According to Article 17 of the Law of June 27, 1921, the annual accounts for the financial year just completed and the budget of the next financial year shall be prepared each year by the Board and are submitted for approval to the General Assembly at its following meeting.
- The books and records of the treasurer shall be annually the subject of a proper scrutiny by an independent and qualified financial accountant. The accounts are communicated to the Federal Public Service of Justice in conformity with article 26novies of the law.
- All other financial policies and procedures are outlined in the association’s by- laws/policies, which are framed within the context of this Constitution.
Article VII – Language
1. All documents shall be written in English. However, the official language of the Association is French. In case of a conflict between the English and French version of a document, the French version shall prevail.
Article VIII – Dissolution
- Without prejudice to articles 3, 17, 18 and 19 of the law of June 27, 1921, each proposition that shall call for the dissolution of EFNA must be made by the Board or by a voting member of EFNA, and voted upon at the next General Assembly (or convened EGA). The General Assembly may validly decide on the dissolution of the Association only if two thirds of the voting members are present or represented by proxy at the General Assembly.
- In case of voluntary dissolution, the General Assembly shall, if required by law, designate one or two liquidators and determine their powers.
- The residual funds and assets of EFNA, after payment of any debts and charges, shall be transferred, following a decision of the voting members by simple majority vote to an organisation of good standing having similar objectives to EFNA or, by default, to a private non-profit-making corporate body with disinterested objectives.
Article IX – General dispositions
- The dispositions of Title I of the law of June 27, 1921 will provide for any matters not covered by the present constitution, especially the publications in the annexes to the Belgian Official Journal.
- Where the circumstances justify it, as an alternative to physical meetings, any meeting may take place by telephone, e-mail or video conference. Convocation and other provisions concerning physical meetings shall apply.