Successfully reported this slideshow.
Oct 2, 2017
Fertility Europe statutes 2017
ARTICLES OF ASSOCIATION
FERTILITY EUROPE VZW
approved by Fertility Europe Council 27th March 2017
Fertility Europe, Avenue de l'Andalousie 8, boite 20, 1140 Evere, Belgium
ARTICLES OF ASSOCIATION
I. DENOMINATION, REGISTERED OFFICES, PURPOSE
The association named "FERTILITY EUROPE" (hereafter referred to as the
"Association") is incorporated according to the Belgian law of 25 October 1919 as
amended by the law of 6 December 1964, currently abolished pursuant to article 67
of the law of 2 May 2002 regarding non-profit associations, international non-profit
associations and foundations.
The registered office of the Association is currently located at Fertility Europe,
Avenue de l'Andalousie 8, boite 20, 1140 Evere, Belgium. The registered office can
be changed by an ordinary decision of the Executive Committee, published in the
annexes to the ‘Moniteur belge’.
3.1 The purpose of the Association is:
1. to build a strong cross border network among European patients and
professionals in order to achieve the exchange of best practice;
2. to raise infertility awareness and fight stigmatisation of those suffering from
infertility, to promote education in the field of reproductive health and a proactive
approach to family planning;
3. to improve the rights of those affected by difficulties in conceiving in areas such
as, inter alia,:
a) access to high quality infertility investigation, treatment, support and guidance,
b) reduction of multiple births,
c) full information on all assisted conception/reproduction treatment possibilities
and the right to accept or to reject treatment without any discrimination,
d) cross border reproductive care.
4. to encourage and assist further research in its broadest sense into fertility/infertility
and its various effects;
5. to persuade European officials to take responsibility for guaranteeing the right of
access to quality infertility treatments and for educating teenagers/adults about how
to increase reproductive health consciousness.
3.2 The Association also aims at:
1. promoting discussion and information on the following aspects of infertility: equity
of access to treatment, involvement of those treated, community awareness, EU
health policy, psycho-social, ethical and cultural aspects, involuntary childlessness,
rights/welfare of children conceived through ART, European information
platform/point or reference, public discussion, evolving ART techniques/proven
results, legislation and professional guidelines;
2. communicating the views of patients, as stakeholders in the European healthcare
debate, by means of a broad, truly representative and independent patient group
3. providing national patients’ organisations with a forum so as to encourage the
exchange of best practices among them in order to enable a harmonious increase in
their level of reputation, accountability, effectiveness and professional competence;
4. enhancing and supporting cooperation and exchange of experience between
patients’ organizations and professionals;
5. co-operating in the formation and execution of joint projects aimed at improving
awareness on fertility issues and the situation concerning the rights of those affected
by difficulties in conceiving.
3.3 The Association may engage in any activities to achieve the objectives detailed
3.4 In the context of this document the expression "Europe" and “European” is
deemed to include or refer to any country located in the European continent, Turkey
4.1 The Association shall have three categories of Membership: Effective
Membership, Associate Membership and Candidate Membership. The Association
aims at being as transparent, democratic and inclusive as possible.
4.2 Effective Members
Effective Members shall consist of non-profit making patient associations or
organized groups of patients based in Europe that provide those having difficulties in
conceiving with information, emotional and/or psychological support, facilitate and
encourage the exchange of information and mutual support and fulfil the following
criteria: Legal status as non-physical legal entity;
• Legitimacy. Effective Members should have bylaws/articles of association and be
registered in one of the European States;
• Democracy. Effective Members should have governing bodies which are elected by
their Members who shall be patients or their elected representatives;
• Transparency. Effective Members should disclose their source/-s of funding and
generally their relationship with persons or entities with a potential conflict of interest.
They should also make their accounts available;
• Representation. Effective Members should demonstrate that, in the two years
preceding their application, they have been active in the field of providing those
having difficulties in conceiving or advocating for the improvement of their rights with
information, emotional and/or psychological support;
• Accountability and consultation. Statements and opinion of Effective Members
should reflect the views and opinions of their Membership and consultation
procedures with those Memberships should be put in place.
4.2.1 Members are responsible for notifying Fertility Europe of any and all changes
of status in accordance with the statutory Membership requirements and for
confirming their eligibility to Effective Membership on a yearly basis at the latest by
the Annual Meeting. The detailed policies and procedures shall be provided by the
Executive Committee in cooperation with the relevant Working Group.
4.3 Candidate Members
Non-profit making associations or organized groups based in Europe that provide
those having difficulties in conceiving with information, emotional and/or
psychological support, facilitate and encourage the exchange of information and
mutual support who do not meet the Effective Membership criteria but intend to meet
such criteria in the foreseeable future can apply as Candidate Members. The
transitional Membership of Candidate Members is a maximum of 2 years.
4.4 Associate Members
Natural persons or organized entities based in Europe with a significant
background/experience in the field of fertility/infertility can apply to become an
“Associate Member” of the Association.
Membership of Effective Members shall be approved by the Council with a simple
Membership of Candidate Members and Associate Members shall be approved by
the Council with a qualified majority of two thirds.
6.1 Related to activities of Fertility Europe, Members of the Association shall be
bound by the provisions of this Articles of Associations and by any other rule or
regulation duly adopted by the Council.
6.2 Members shall be required to pay an annual fee as determined by the Executive
7.1 Only Effective Members are entitled to vote at the Council.
7.2 Candidate Members and Associate Members will have no voting rights but will
have the right to participate in the Council.
8.1 Membership of the Association shall terminate by voluntary withdrawal or for
cause, as set out in the present clause.
8.2 Withdrawals shall be effective upon notice sent by electronic means to the
Chairperson of the Council.
8.3 A Member is de jure no longer a Member of the Association if the annual
Membership contribution has not been paid.
8.4 Membership of the Association shall be terminated:
a) for dissolution of a Member;
b) by exclusion decided by the Executive Committee on severe grounds such as a
significant conflict of interest with the general policy of the Association or by
behaviour which is detrimental to the best interests of the Association or which
brings its reputation into disrepute or by failing to fulfil the Membership requirements
under Article 4.2 and 4.2.1;
c) by decision of the Executive Committee in the event of non-payment of the
financial contribution within six (6) months of the renewal date.
8.5 The Member concerned shall first be offered the opportunity to give explanations.
The decision of the Executive Committee shall be adopted with a majority of two
thirds and shall be subject to appeal before the Council.
8.6 Any other reason for termination of a Member from the Association will be
decided upon by the Council on recommendation of one fourth of Effective Members
with a majority of seventy (70) percent. The Member concerned shall first be offered
the opportunity to give explanations. The decision of the Council shall not be subject
to any appeal.
8.7 All rights, privileges, and interests of a Member in or to the Association, including
rights in the assets thereof, shall cease on termination of Membership
III. THE COUNCIL
9.1 The Council shall consist of all Effective Members of the Association and it has
all powers to realise the objectives of the Association, including, inter alia:
● the establishment of an annual budget;
● the approval of the accounts and of the annual report of the Executive
● the approval of the general policies and rules drafted by the Executive
Committee and Working Groups
● the appointment and discharge of the Members of the Executive
Committee in accordance with the procedure set out in Article 13;
● the amendment of the Articles of Association and the adoption and
amendment of any other rules or regulations needed for the
management of the Association in compliance with its objectives and
● the appointment of external and independent auditors;
● the approval and dismissal of Members as set out in Article 8
9.1.1. In case of failing to obtain the Council's approval for the accounts and/or
annual report the Executive Committee shall first be offered thirty (30) days to
provide further information and explanations and then shall be offered the
opportunity to seek the Council’s final approval for the accounts and/or annual
report. Failing to obtain the said approval shall result in the resignation of the
Executive Committee members.
In such a case, as well as in any case of the Executive Committee's resignation, new
elections shall be conducted under Article 13.1 without undue delay.
9.2 Only the Effective Members have the right to vote.
9.3 Each legal entity Member of the Association has one vote and should authorise
such person as it sees fit to act as its representative with the right to attend and vote
on its behalf at any meeting of the association. Each Effective Member attending a
meeting cannot hold more than one proxy.
9.4 Voting by electronic means is binding under the condition that equal access and
the right to vote of all Effective Members is guaranteed.
9.5 Electronic voting shall be carried out with accordance to the regulations on voting
in person except for ability to give a proxy.
9.6 Voting by electronic means can be conducted at any time apart from when the
Council meets in person and unless the statutes provides otherwise.
10.1 The Council shall meet at least once a year and shall be presided upon by the
Chairperson of the Executive Committee. The Vice Chairperson of the Executive
Committee will preside upon the meeting in the absence of the Chairperson.
Otherwise, another Member of the Executive Board can hold Chairmanship. If either
of these parties is absent or considered to have a vested interest in a matter being
debated, the Chairperson will appoint a member of the Executive Committee or one
of the Effective Members to preside at the meeting.
10.2 An Effective Member may be represented by another Effective Member
pursuant to a written proxy delivered to the Chairperson prior to the opening of the
meeting. An Effective Member who has delegated another Effective Member to act
as its proxy may still send a representative to the meeting, however the
representatives’ attendance at the meeting cancels the proxy.
10.3 Notice of the Council meeting shall be given by the Chairperson of the
Executive Committee, by electronic means at least sixty (60) days prior to the date of
the meeting. The notice of the meeting shall indicate the date, country and place of
the meeting as well as its agenda and include the text of any proposal upon which a
decision of the Council shall be sought. Additional proposals and resolutions can be
brought forward in the meeting if at least one fourth, or subject to the Executive
Committee approval if less, of the Effective Members submit a signed resolution by
letter or electronically to the central office fourteen (14) days prior to the date of the
meeting at the latest. Such proposals and resolutions shall be communicated to all
Members at least ten (10) days before the meeting.
10.4 Extraordinary meetings of the Council can be convened if a proposal thereto,
signed by at least one third of the Effective Members, is presented to the
Chairperson. This meeting cannot take place any later than ninety (90) days after the
receipt of the proposed resolution. Extraordinary meetings of the Council may be
also held at the initiative of the Executive Committee. The convening of such
extraordinary meetings shall follow the rules set out in clause 10.3.
10.5 The Council shall be validly constituted and authorized to take resolutions if at
least one-half of the Effective Members are present or represented. If such quorum
is not reached, the person presiding over the meeting may suspend the meeting until
such quorum is reached, or shall adjourn the meeting to a later date within ten (10)
days of the original meeting. The new meeting shall have the same agenda and shall
be validly composed if at least one-fourth of its Effective Members are present or
10.5.1. If there is a valid quorum the agenda may be modified and points added to it
if it is either agreed by two thirds of those present or represented Effective members,
or subject to the Executive Committee approval if less.
10.6 Apart from the exception mentioned in the present Articles of Association, all
questions arising at any meeting shall be decided upon by a simple majority of those
present and entitled to vote. Voting shall be by a show of hands only unless a ballot
is demanded by not less than two thirds of the Effective Members present and
entitled to vote. In case of an equality of votes, the Chairperson shall have the
10.7 The resolutions of the Council shall be recorded in a minute book signed by the
Chairperson and those Effective Members who so wish, and shall be kept at the
disposal of Members. Within forty five (45) days the minutes will be communicated to
Members and published on the internal forum of the Association.
IV. AMENDMENT OF THE ARTICLES OF ASSOCIATION AND THE
DISSOLUTION OF THE ASSOCIATION
11.1 A proposal dealing with an amendment of the present Articles of Association or
the dissolution of the Association shall emanate from the Executive Committee or
from a quarter or more of the Effective Members. Except in the case of urgency, the
Executive Committee shall give at least sixty (60) days prior notice to the Members
of the date of the Council meeting, which shall deal with said proposal as well as the
available details of such proposal. The final version of the proposed amendments
shall be made available to the members at least twenty one (21) days prior to the
meeting. The extraordinary Council meeting may deliberate and decide validly only if
two-thirds of all Effective Members are present or represented; any resolution to
amend the Articles of Association must be adopted by a majority of seventy (70)
percent of the votes cast. If this two-thirds quorum is not reached at such meeting of
the Council, a new meeting of the Council shall be convened in accordance with the
conditions outlined above. This meeting will have the power to decide definitely and
validly on the points of the agenda, irrespective of the number of Effective Members
present or represented. Arbitration on matters relating to the Articles of Association
shall be according to the procedure duly adopted by the Council.
11.2 Amendments to the Articles of Association will enter into force as soon as all
legal formalities have been complied with.
11.3 The text of these Articles of Association shall exist in English.
11.3.1 In the event of a dispute between members arising out of the operation or
interpretation of the statutes, the disputing parties may agree to binding arbitration.
The arbitration panel shall consist of the Chairperson of Fertility Europe unless
she/he be party to the dispute, when she/he shall be replaced by the Vice-President,
and three to five other persons not party to the dispute and appointed by the
Executive Committee from the candidates suggested by the Effective members. The
panel shall meet in person or by electronic means within 28 days of its appointment
and its decisions will be final.
11.4 The dissolution of the association may only be pronounced by the extraordinary
Council meeting convened especially for this purpose and can only be validly
deliberated and decided if two-thirds of all Effective Members are present or
represented. The dissolution can be validly adopted by a majority of three fourth of
the votes cast. If the above conditions are not reached at such meeting of the
Council, a new meeting of the Council shall be convened after a period of no less
than 3 months and shall have the power to validly decide, irrespective of the number
of Effective Members present or represented by a simple majority.
11.4.1 In the event of the dissolution of Fertility Europe, the assets it holds at the
moment by the decision of the council shall be transferred to one or more renowned
institutions or associations whose objectives are as similar as possible to those of
11.4.2. On no account may the assets at the time of dissolution be transferred to the
Members or be used totally or partially for their benefit, nor may they be returned to
the founding members.
V. THE EXECUTIVE COMMITTEE
12.1 The Association shall be administered by the Executive Committee, consisting
of 5 Members and 2 deputies.
12.2 The Members of the Executive Committee and deputies shall be natural
12.3 Each Member of the Executive Committee and each deputy shall be a Member
of an Effective Member.
12.4 There cannot be more than one Member from the same organisation at the
same time in the Executive Committee and among deputies.
12.5 All Members of the Executive Committee and deputies shall serve for a period
of three years but shall be eligible for re-election twice.
12.6 The Chairperson, the Vice Chairperson, the Secretary and the Treasurer shall
be elected by the Executive Committee from among its Members at the first meeting
following their election to the Executive Committee.
13.1 The Executive Committee and deputies shall be elected every three (3) years.
The Members of the Executive Committee and deputies will be appointed by the
Council of the Association at the Annual meeting of the Council accordingly the
a) invitation to propose one (1) candidate shall be sent to all the Effective
Members by the Executive Committee by electronic means, at least sixty
(60) days before the date of the Annual meeting. Such invitation shall also
be published on the website of the Association with the same deadline.
Candidates previously revoked from the Executive Committee under
article 13.2 or currently contracted by Fertility Europe cannot be validly
b) lists of proposed candidates shall be sent to Fertility Europe by Effective
Members by electronic means at least forty (40) days before the date of
the Annual Meeting;
c) the Executive Committee shall make a full list of all proposed candidates in
alphabetical order. Such list shall be sent by the Chairperson of the
Executive Committee, by electronic means at least thirty (30) days before
the date of the meeting, to all the Effective Members;
d) at the Annual Meeting each Effective Member can vote for the maximum
of seven (7) candidates from among the list;
e) the five (5) most voted for candidates shall form the new Executive
Committee and the next two (2) shall become deputies;
f) in case an elected candidate refuses to accept, or if any vacancy occurs,
the first of the most voted candidates with the priority of deputies shall
become a Member of the Executive Committee; the same rule applies to
g) in case there two or more persons from the same organisation among the
elected candidates, the one who receives the highest number of votes
shall become a Member of the Executive Committee and the first of the
non-elected candidates shall replace the others;
h) in case of equal votes for different candidates, the council shall proceed
immediately to a second ballot to choose the elected candidate. In case of
equal votes in the second ballot of voting the elected candidate shall be
chosen by draw;
i) the results of the elections will be published without undue delay on the
website, by mentioning the position in the Executive Committee and on the
internal forum, by mentioning additionally the amount of votes each
candidate has received, not mentioning who voted for whom;
j) the elected Executive Committee starts its function immediately after the
13.1.1 In case any vacancy occurs which cannot be fulfilled under article 13.1 point f,
by-elections should be carried out in accordance with Article 13.1 without undue
13.2 Membership of the Executive Committee may at any time be revoked for
serious reasons by the Council by a vote of at least two-thirds of the Effective
Members present or represented.
14.1 In addition to the powers specifically provided for in the present Articles of
Association, the Executive Committee shall have all powers of management and
administration, subject only to the powers reserved for the Council.
14.2 The Executive Committee may delegate the day-to-day management to one or
more officers. Matters other than day-to-day management are the responsibility of
the Chairperson and Executive Committee.
14.3 The Executive Committee, under the direction of the Chairperson, shall:
a) prepare the agenda of the meetings of the Council;
b) prepare and approve the annual budget proposal to be submitted to the
Council during the Annual meeting;
c) submit an annual report on the activities of the Association to Council
during the Annual meeting;
d) submit to the Council the annual accounts of the Association;
e) fix the amount and due date of the annual fee of the Membership;
f) set up working groups that it may deem necessary to assist in performing
the activities of the Association.
14.3.1 The Chairperson is obliged to fulfil the Executive Committee's decisions within
a time period decided by the Executive Committee unless otherwise stated in the
statutes. In case of the Chairperson's inaction any member of the Executive
Committee, with the priority of the Vice-Chairperson, shall step in and take any
actions decided upon by the Executive Committee. Repeated idleness of the
Chairperson and/or other members of the Executive Committee shall result in
14.4 The Executive Committee shall be responsible to keep the accounts of the
Association. The Members of the Executive Committee shall be entitled at any time
during the term of their office to consult the books and records of the Association and
to request from the Chairperson, information on the financial position of the
14.5 The Executive Committee can, under its own responsibility, assign special and
specific powers of attorney to one or more persons.
14.6 Judicial claims, both as plaintiff and defendant, will be entered, defended and
expedited by the Executive Committee, represented by its Chairperson or another
manager appointed by the latter.
14.7 The Executive Committee is authorised to carry out all acts necessary for the
disposal, management and consignment of movable and immovable objects.
14.8 The Association is legally bound by the Executive Committee
15.1 The Executive Committee and deputies will meet at least 4 times a year of
which at least one meeting in person, subject to affordability. It shall also meet upon
specific notice of its Chairperson or upon request of at least one-half of its Members.
It will meet at times and places and in a manner, including teleconferences, of its
own choosing and determine its agenda and procedures.
15.2 Any Effective Member can submit motions that must be discussed by the
15.3 Notice of any meeting of the Executive Committee shall be given to its
Members on the forum at least ten (10) days prior to the date of the meeting, except
in case of urgency.
15.4 A quorum for meetings of the Executive Committee shall exist if a majority of
the Members are present. If such quorum is not reached, the meeting shall be
adjourned until a quorum is present.
15.5 A resolution of the Executive Committee shall be taken by simple majority vote
of the Members who are present or represented. In the event of a tied vote the
Chairperson of the meeting shall have a deciding vote.
15.5.1. Deputies have an advisory and supportive role to the Executive Committee.
A deputy can be appointed by a member of the Executive Committee to act as their
substitute. Deputies have no right to vote within the Executive Committee unless
acting as an appointed substitute.
15.6 The resolutions shall be recorded and kept both electronically as well as in
hardcopy and published on the forum within forty five (45) days. Confidential
information can be withheld subject to the Executive Committee discretion.
VI. MANAGEMENT OF THE ASSOCIATION
16.1 The Association shall operate accordingly to the following fundamental
principles: Democracy, Transparency and Accountability, Independence and
Autonomy, Responsibility, Truthfulness and Legality, and Cooperation beyond
16.1.1 Neither the Executive Committee member nor deputy should receive any form
of payment or benefit from Fertility Europe apart from reimbursement of reasonable
expenses incurred in the fulfilment of Executive Committee member duties.
16.1.2. Any member of the Executive Committee, deputy or any member of their
immediate families shall not be contracted by Fertility Europe.
16.1.3. The detailed policy on code of conduct including a declaration of interests
shall be provided by the Executive Committee in cooperation with the relevant
16.1.4 The detailed financial regulation policy shall be provided by the Executive
Committee in cooperation with the relevant Working Groups.
16.2 The Association will operate with the aim of maximising the opportunities of
cooperation, mutual support and exchange between all Members.
16.3 The Executive Committee shall consult all the Effective Members and their
representatives to obtain their views on any statements being made on behalf of the
16.4 Where the views of Effective Members on any position statement are divided
this will be reflected in the final statement.
16.5 The views of Candidate Members and Associate Members are welcome and
will also be taken into consideration but they are not bound by the Association.
VII. RESOURCES, BUDGET AND ACCOUNTS
17.1 The resources of the Association shall be Membership fees, donations from
organizations, sponsorship or subsidies granted by any kind of public authority or
entity (including the European Union) in accordance with clause 17.2.
17.2 The Association will ensure that sponsorship received from corporate
organisations and individuals is transparent. Sponsors will have no influence on the
work of the Association and they cannot be a Member of the Council of the
Association or of any working group of the Association itself.
17.3 The Executive Committee is responsible for and approves all expenses
including contributions to travel and accommodation expenses of Executive
Committee members and of Member association representatives.
The bookkeeping is done for periods of twelve (12) calendar months, starting 1st of
April until 31st March the following year. The Executive Committee is considered to
present the financial balance of the previous year and the budget for the following
year for approval to the Annual meeting of the Council.
19.1 Except in the cases set out in these Articles of Association, the Association will
communicate with the Members by electronic means. News and minutes will also be
published on the forum. Unless otherwise stated by the statutes all publications shall
be done within forty five (45) days.
19.2 Unless otherwise provided by the applicable laws, all the communications,
registrations, minutes and any other document relevant to the management of the
Association and its relations with the Members shall be in English. In case the use of
a different language is required by law, an English translation of such documents will
be at Members’ disposal.