By-Laws

 

 

BY-LAWS

of the

European Academy of Orthokeratology (EurOK)

 

Chapter I

 

 

Constitution and duration

 

Art. 1 - In compliance with the Civil Code, Legislative Decree No. 117/2017 and the relevant legislation, the Third Sector Entity called "EUROPEAN ACADEMY OF ORTHOCHERATOLOGY AND CONTROL OF MYOPIA (EurOK)" is a non-recognized association which is governed by the law and the provisions of this Statute.

The Association has no political issues and operates for scientific and informative purposes for the exclusive satisfaction of collective interests. Therefore it is not permitted the direct or indirect distribution of profits or surpluses, as well as funds, reserves or capitals among the shareholders during the life of the Association, unless otherwise required by law.

 

Location


 

Art. 2 -The Association has its registered office - in the Municipality of Venice. For the sole purpose of registration with the competent Bodies and without the change of the same within the same Municipality involves the modification of the Bylaws of incorporation, the address is placed in Via R. Zandonai, 12/4

The association may establish delegations or offices in other cities.

 

Goals

 

Art. 3 - The association exercises, in an exclusive or principal way, one or more activities of general interest for the non-profit pursuit of civic, solidarity and social purposes.

a)  facilitate the exchange of ideas in scientific, clinical, medical and technical areas of orthokeratology;

b)  organize conventions, seminars, continuing education, meetings and exhibitions in order to offer continuing education to the professionals and disseminate knowledge of orthokeratology to the public;

c) create a website with the purpose of providing information to the public and exchanging communication between the members.

d)  stimulate research activities in the field of orthokeratology, even through prizes and scholarships;

e)  develop guidelines and rules of professional behaviour through an ethics code;

f)  provide solutions to problems of economic, legal and fiscal nature concerning 
orthokeratology, promoting market studies in  differents fields of interest to the Association;

g)  represent the interests of the Members, should these be of general and widespread 
importance, in any national or international, public or private Institution,

h)  establish relations or connect with other professional, associations and consumers in order 
to attain the institutional purposes of the Association; The Association can stipulate agreements and collaborations with public bodies, associations and private individuals aimed at developing activities included among those for which the association was constituted;

i)  perform those other activities that its executive bodies deem useful in order to achieve the institutional goals of the Association.

 

In order to achieve these goals, the Association may:

a. organize conferences, seminars, workshops, courses, competitions, workshops, cultural exchanges and any other activity instrumental to achieving the aims of the association;

b. organize exhibitions and scientific publications;

c. organize and / or participate to the promotion and execution of events such congresses and seminars in the field of orthokeratology, Myopia Control and other subjects related or complementary to orthokeratology.

d. promote, join, take part in Associations, Federations or Confederations, Foundations, Research Centers, scientific institutes, organizations and also joint-stock Companies if the scope is not in conflit with their own and allow the respect of the autonomy of the Association.

e. make every financial business or real estate that is deemed useful, necessary and relevant, and in particular those relating to the construction, extension and improvement of equipement.

f. promote and publicise the activity and the image of the Association using models, designs and emblems, directly or through third parties.

g. in order to achieve its purposes, the Association may open sub-offices in Italy and abroad.

 

The Association will not perform activities other than those listed above except those closely related and supplementary or those that are useful or necessary for the achievement of social goals.

Therefore, through specific resolutions, the Association may pursue, purely marginal and non-profit, self financing commercial activities: in this case, regulations, administrative and fiscal norms have to be complied.

 

National divisions

 

Art. 4 – The Association can institute national divisions to organize and coordinate local activities.

The constitution, designation and regulation of each single national division, considering local needs, are approved by the Board of Directors.

For each national division, the Board of Directors appoints a Coordinator or Representative, proposed by the members belonging to that country, and eventually  a vice-coordinator. Each national division has the facility to institute a particular fund.

 

 

Chapter II

 

 

Members

 

Art. 5 – The Association includes members that reside in the European territory, but will be able to enroll members of non-European countries where there is not a local association of orthokeratology.

Can become members:  Individuals, entities, associations and groups, upon presentation of the relative application undersigned by the applicant, drawn up according to the forms and methods required by the Association.

The Board of Directors is the body in charge to decide whether to accept the application or reject it. The justified decision is made through absolute majority (half plus one) of the present or represented votes.
 Against the decision of the Board of Directors, the applicant can appeal to the members’ Assembly within fifteen days from the rejection of the application, the Board will then decide the appeal in the first meeting following the request. 

The membership of the Association includes the obligation for the member to comply with the provisions of these By-Laws, deliberations and resolutions adopted by the bodies of the Association.

 

There are five categories of members:

 

a)  ordinary;

b)  fellow members;

c)  honorary members;

d)  associated members;

e)  registered in the relative section.

 

All the professionals that perform clinical, scientific, medical, technical and corporate activities can become ordinary members.


All ordinary members who meet all the requirements established by the International Academy of Orthokeratology in good standing for at least two years can become Fellow members.

In order to maintain the qualification of fellow member, the member must attend national or international meetings concerning orthokeratology in subsequent years and must be documented in the renewal membership application. Every two years the Fellow member must submit the documentation to the European Fellowship Chair designated by the Chair of the Fellowship Committee of the International Academy of Orthokeratology and Myopia Control (IAOMC).

The criteria will be established by the Regulations.

Legal persons or entities, associations and groups can become aggregated members. Legal persons or entities, in order to become members, must pursue the same or similar purposes of the Association.

The admission of legal person or entities, associations and groups is made upon application in compliance with constitutional act and by-law and, in the case of trading company, also by the registration at the Chamber of Commerce or equivalent body.

Upon proposal of the Board of Directors, eminent European and extra-European figures can be appointed as honorary members. The proposal is based on a universally recognized scientific, pedagogic, or clinical commitment. The appointment of honorary member is voted by the Assembly with the majority of two thirds or the present or represented votes, without keeping in consideration people who abstained.

Students under the age of 25 years old and people over the age of 70 can be registered in a special section. 

The activity of each member must be part of the purposes pursued by the Association.

The member has the right:

• to participate in all the activities organized by the Association;
• to vote for all the resolutions permitted by this by-law;
• to participate, actively or passively, at the election of the Board of Directors;
• to be informed on all activities of the Association and may be reimbursed for expenses actually incurred on the behalf of Association's goals;
• Members registered for at least 3 months have the right to vote;
• Each member has the right to one vote.

 

Art. 6 – Membership lasts one year, starting January 1st of the year in which the application has been admitted.

Temporary membership or reimbursement of dues is not permitted.

Each Member must pay an “annual membership fee’’ to the Association. The amount for the annual membership fee and parameters for its calculation will be determined by the Board of Directors, considering  different fees for different categories of Members or Country, according to budget needs.

Membership dues cannot be revalued and are non-transferrable except in case of Mortis causa.

 

Art. 7 – Membership is lost:

 

a)  for withdrawal;

b)  due to late payment of the annual fee for over three months from expiration;

c)  due to non-compliance of Association’s By-law, Regulations decided by
of the Board of Directors;

d)  in case the ordinary member loses his professional title or license for any reason or cause, or he is 
suspended for an unlimited time, from his/her  Professional Country Board.

e)  in case the member is sentenced to a term of imprisonment which implies the prohibition, even 
temporary, to undertake public or private duties.

f)  in case the member is declared bankrupted or subject to other insolvency 
proceedings;

g)  in case the member terminates his/her activity.

 

The exclusion of the member in case of subsection c) of this By-law is decided by the Board of Directors  by an absolute majority (half plus one) of the present or represented votes. Member is temporarily suspended from the Association. Against the decision of exclusion, the member may appeal to the Assembly to deliberate in the first meeting following the request.
 In the other cases above, the loss of the status of member takes place  automatically.

 

 

Chapter III

 

 

Executive bodies

 

 

Art. 8 – The following are the executive bodies:

 

a)  the Assembly;

b)  the Board of Directors;

c)  the Scientific Committee;

d) the Control Body;

 

All the positions are voluntary. This does not exclude compensations for other tasks within the Association.

All  Members in good standing, excluding those registered in the special sections, can apply for social tasks in the Association.

 

 

Assembly

 

Art. 9 – The assembly is the sovereign body of the association.

The Assembly consists of all the Members and those registered in appropriate sections. Any legal person and/or associate member is represented by a delegate. Only  Members in good standing, regularly registered at the Association and up-to-date with the annual membership fee, have the right to participate at the Assembly. 

The regularly constituted Assembly represents the universality of the Members. The deliberations and decisions taken in compliance with the By-laws and Regulations bind all the Members, even if absent or dissenting. During the Assembly, each Member with right of vote, has the right to be represented by another Member by an adequate written proxy; no more than two proxies for each attending Member are allowed.

 

Art. 10 – The Assembly will meet:

 

-  once a year, to approve the budget and elect officers, if needed;

-  whenever the Board of Directors feels appropriate;

-  upon request made to the Board of directors , by at least 
one fifth of the number of Members;

-  in particularly urgent situations, by decision of the  Board of Directors, the President or Vice President in case the President is not available,
 deem it necessary.


 

The convocation notice must be sent by the President of the  Board of Director – through registered letter, telegram, fax or email – at least 8 (eight) days prior to the meeting. The convocation must indicate the topics on the agenda, the place and time of the 1st and 2nd convocation.

The second convocation cannot be set on the same day of the first meeting.

In the first meeting, the Assembly is valid when the number of the present or represented votes is not lower than the half of the votes of all the Members, excluding those not up-to-date with the payment of the membership fee. The Assembly deliberates with absolute majority (half plus one) of the present or represented votes, without considering  abstentions. 


In the second meeting, the Assembly is validly constituted regardless of the number of present or represented votes, excluding those not up-to-date with the payment of the membership fee. The Assembly deliberates with absolute majority (half plus one) of the present or represented votes, without considering people who abstained.

The favourable vote of at least three quarters of the members is needed to deliberate on the dissolution of the Association. Voting  may  be by physical presence or through mail, email or directly by the website. The voting system is established by the President of the Assembly, unless the Assembly decides to proceed otherwise, unanimously.

The presence of at least two thirds of the members and the favourable vote of the majority of the people present are required to change this By-law and Regulation.

The Assembly cannot deliberate on topics which are not included in the agenda. 

The Assembly is presided by the President of the Association or by the Vice-President in case the former is absent or unavailable, and in case of unavailability of the latter, by the senior member of the Board of Directors. Each Member has the right of one vote.

All Voting may be by physical presence or by mail, e-mail or designated website. The voting system is established by the President of the Assembly, unless the Assembly decides unanimously to the contrary.

The deliberations of the Assembly must be registered in minutes undersigned by the President and Secretary appointed by the President.


 

Art. 11 – The Assembly has the right to:

 

a)  elect the Board of Directors;

b)  make amendments to the present By-law and Regulation;

c)  dissolve the Association and appoint liquidators;

d)  review each topic that the Board of Directors submits to the Assembly’s attention;

e)  review any topic that one third of the members submits to the Assembly’s attention;

f)  approve the preliminary and final budget and relative and consequential 
deliberations. 


 

Board of Directors

 

Art. 12 – The Association is governed by a Board of  Directors consisting by at least six ordinary members, from which the President is elected, except for the first Board of Directors.

Members are elected by the Member’s  Assembly. Except for the first  Board of Directors, no more than three ordinary members of the Board of Directors can be of the same European Country.

In order to be elected, the members of the Executive Board must be members of the Association. They remain in charge for three years, and can be re-elected.

The Board of Directors meets once a year and is convened  by the President. The meetings of the Board of Directors are validly constituted with the presence of at least the majority of its members. The Executive Board deliberates with the majority of the present votes, without taking into consideration people who abstained, and they must be recorded in the minutes undersigned by the President and Secretary. All the members, except for those members who are not up-to-date with the payment of the membership fee, have the right to consult the minutes of the Board of Directors, upon explicit  written request made to the Board of Directors.

Each Board of Directors member has the right to one vote and in case of parity, the vote of the President of the Executive Board will prevail. In case of secret voting, in case of parity, the proposal will be rejected.

The Board of Directors is invested of the widest powers for the ordinary and extraordinary management of the Association, excluding the subjects that the law and By-law devolve to the exclusive competence of the Assembly.

Every year, the Board of Directors, after consulting with the Treasurer, prepares the final budget to present to the Assembly for approval.

The fiscal year closes on December 31st of each year.

The Board of Directors fixes the amount of the annual membership fees.

 

President of the Association

 

Art. 13 – The President of the Association is elected within the Board of Directors. According to the By-laws of the IAOMC, He/she can be re-elected for three consecutive times, except in case of explicit derogation voted by at least 2/3 (two third) of the members.


The President of the Association boasts the legal representation of the Association for all purposes, before third parties and in trial, with the right to appoint lawyers and proxies.

He looks after the execution of the deliberations of the Assembly, Board of Directors and the Association’s administration, fulfilling all the functions foreseen by this By-law and regulations of the Specialized Section and Documentation Centre. He can intervene or be represented at the meetings of the committees of the Specialized Sections and Documentation Centre. Should the President be no longer available, the Assembly must be summoned for a new election within three months, by the Boardof Directors, or should this be no longer in charge, by the senior member of the former Board of Directors.

In case of absence or unavailability, the President is substituted by the Vice-President appointed by the former, or in case no appointment was made, by the oldest member of the Board of Directors, among those elected by the Assembly.


In particularly urgent cases, the President of the Association can exercise the powers assigned by this By-law to the Board of Directors, except in case of rectification by the latter, which must be summoned within the next 15 days from the date in which the President has exercised the powers of the Board of Directors, for urgent reasons.

 

Secretary – Treasurer

 

Art. 15 – The Treasurer is elected by the Executive Board, among its members.

The Treasurer has the task to oversee the administration and all the transactions concerning the economic-financial management of the Association.

 

Scientific Committee

 

 

 

Chapter IV

 

 

Company assets

 

Art. 19- The common fund of the Association is constituted by an institutional fund, in order to finance the costs of the Association and all the expenses concerning the execution of the association’s activity.


The institutional fund is constituted by:

 

a)  annual fee paid by each member;

b)  income from the Association’s activity;

c)  Amount of money and goods donated by anyone to the Association;

d) possible surplus from annual budgets.

 


The common fund can be shared only upon dissolution of the Association; therefore, no claim to share and assign part of the common fund can be brought forward, not even in the hypothesis in which the member exercises the right of withdrawal.

In case of dissolution the assets will be donated to another association with similar objectives or public purposes refering to Article 3, paragraph 190, L. 23 December 1996, n. 662, unless different destination imposed by law.

 

Balance sheet

 

Art. 20 – The preliminary balance sheet ( Budget) and the final balance sheet must be prepared for each fiscal year.

The preliminary balance sheet must describe the programs of the Associations for the following year. It consists of the preliminary income statement and Report of the President of the Board of Diectors on the activity planned for the next fiscal year.


The final balance sheet contains the balance sheet, income statement, integrative notes, and Report of the President of the Board of Directors on the activity performed by the Association.

The Treasurer reports to the Board of Directors, which prepares the balance sheets to submit to the Assembly for approval.
 Possible surplus assets detailed in the final balance sheets cannot be distributed, not even indirectly, but they must be “brought forward”.
 The fiscal year goes from January 1st to December 31st of every year.

The balance sheet, prepared in compliance with the law, is presented to the members within 120 (one hundred and twenty) days from closing the year, or within 180 (one hundred and eighty) days from the aforementioned closing, in case of particular needs.

 

 

Chapter VI

 

 

Final provisions

 

Art. 21 – For whatever is not foreseen in these By-laws, please refer to the provisions set forth by the Civil Code.