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Bylaws of the European League against Pain

Article 1
Name and Registered Office

1)  Under the name of the European League Against Pain (EULAP® ) exists as a non-profit association (Verein) in the sense of articles 60 to 79 of the Swiss Civil Code. This Association is an independent legal entity with legal capacity. It is governed by Swiss law. Its duration is unlimited.

2)  The Association is domiciled in Zurich, Switzerland.

3)  The official language of the Association is English.

 

Article 2

Purpose

  1. The purpose of the association named EULAP® is:
    1. To support the cause and interest of pain patients
    2. To improve the treatment, prevention and rehabilitation of pain patients
    3. To promote research in the field of pain
    4. To foster and improve excellence in education of health professionals, with traditional and online educational courses and workshops, giving the participants the opportunity to meet and exchange experiences and ideas
    5. To foster the publication of updated guidelines, best practices, books and journals
  2. The association named EULAP® may engage in all activities and take all actions necessary and appropriate to carry out the objectives described in section 2) of this article.

 

Article 3
Members

  • Anyone interested in furthering the purpose of the association may apply for membership
  • The board at his full discretion decides if membership is granted to an applicant.
  • Membership can be of different types: national and European organizations of pain patients, national and European scientific societies, health professionals associations, corporate members, individual members.

 

Article 4

Membership Fees

  • Each member will pay a membership fee, based on the Executive Board request.
  • The membership fee is determined on a yearly basis by the General Assembly.

 

Article 5
Beginning and End of Membership

  • The founding members as per the Association’s deed of incorporation are the initial members of the Association.
  • Otherwise, membership commences upon appointment by the board (see Article 3 above).
  • Membership ceases on the date on which a member resigns, or is removed by the board.
  • Members may resign from the Association at any time by notifying the Board in writing. Resigning members have no rights against the assets of the Association.

 

Article 6

Resources of the Association

The Association derives its resources from:

  1. membership fees;
  2. donations, grants, and other payments;
  3. its assets.

 

Article 7

Liability

The Association’s financial obligations can be satisfied only from its assets. The members of the Association shall not be personally liable for the obligations or debts of the Association.

 

Article 8

Corporate Bodies

The corporate bodies of the Association are:

  1. the Council
  2. the Board
  3. the Auditors.

 

Article 9

Constitution of the Council

The Council of the association named EULAP® consists of the members of the Association. Participating organizations can delegate one representative within the EULAP® Council.

 

Article 10

Powers of the Council

The Council shall have the following powers:

  1. to adopt and amend the Articles of Association;
  2. to elect the board from amongst its members;
  3. to elect the audit firm and approve the annual report issued by the audit firm;
  4. to determine the yearly membership fee;
  5. to pass resolutions on matters which are by law or by the Articles of Association reserved to the Council or validly submitted to it by the Board.

Article 11
Meetings of the Council

  1. The Council meeting will take place upon invitation by the President of the Association, at least once per year, or by the request of at least 20% of the members. The notice shall state the place and time of the meeting, the items of the agenda as well as the motions for consideration, if any. Meetings must be called at least twenty days in advance. Members may attend meetings in person or by telephone conference call.
  2. No later than twenty days prior to the day of the ordinary Council meeting, the Board’s annual report and the auditors’ report shall be made available to the members for inspection at the registered office of the Association. Each member may request a copy of such documents to be sent to her/him without delay. Reference thereto is to be made in the notice calling the Council.
  3. If no objection is raised, the members may hold a Council meeting without observing the prescribed formalities of calling the meeting. All items within the powers of the Council may validly be discussed and decided upon at such a meeting.
  4. The Council will be chaired by the President or, in the case of his inability, by the oldest member of the Executive Board attending the Council meeting.

 

Article 12

Voting Rights at the Council meeting

Each member has one vote at the Council meeting.
The right of vote is not transferable to another member or a third person.

Article 13

Resolutions of the Council

  1. Unless provided otherwise by mandatory provisions of the law or by the Articles of Association, resolutions shall be passed and elections shall be made by the absolute majority of all votes represented at the Council.
  2. For the dissolution and liquidation of the association named EULAP® at least two thirds of those having right to vote must be present.
  3. The chairperson of the meeting will have the casting vote.

 

Article 14

Constitution and term of the Executive Board

  1. The Executive Board of the association named EULAP® will be composed of the Association’s President, the Treasurer, and the Secretary of the Association who must be members of the Association. Also the Immediate Past President and the President Elect, when there will be one, will be Members of the Board. Before the presence of a Past-President, temporarily there is a Vice-President.
  2. Each member of the Board shall serve for a five-year term following her/his election, such term ending on the day of the respective ordinary Council meeting.
  3. Members of the Board may be reelected.
  4. The members of the Board act voluntarily and will not receive a compensation for such voluntary office. They will be reimbursed for any out-of-pocket expenses reasonably incurred, however.

 

Article 15

Powers of the Board

The Board shall perform, inter alia, the following functions:

  1. Develop an annual program and budget for the consideration of the Council.
  2. Approve or reject membership applications.
  3. Day to Day management decisions, not directly handled by the Chief Executive Officer.
  4. Establishment and amendment of the Association’s organizational rules.
  5. Establishment of Committees and sub-committees.
  6. Engagement of an audit firm.

 

 

 

Article 16

Chief Executive Officer

  1. The Board may at its discretion employ a Chief Executive Officer, who need not be a member of the Association, to be in charge of the management of the Association.
  2. The Chief Executive Officer, in consultation with the Board, and in line with the approved program and budget of the Association, may hire secretarial staff to assist in fulfilling the mission of the Association.
  3. The Chief Executive Officer shall administer the affairs of the Association and represent the Association vis-à-vis third parties in accordance with organizational rules and policies established in consultation with the Board. The Chief Executive Officer shall have the right to be present, without vote, at all meetings of the Council and Board, and she/he shall have the authority to sign on behalf of the Association.

 

Article 17

Administrative Procedures

  1. The Board shall make an annual report on its activities and those of the Association.
  2. The members of the Board may adopt procedures to implement internal administrative functions of the Association.

 

Article 18

Auditors

  1. The auditors shall be appointed for a term of office of one year. After expiry of their term they may be re-appointed.
  2. Auditors may only be professional auditing firms.
  3. The auditors shall audit the accounts and examine the books of the Association in accordance with applicable Swiss law. They are entitled to require such evidence as they deem appropriate.
  4. One annual audit is to take place within two calendar months from the close of each financial year (Article 19). The auditors’ report shall be submitted by the Board to the Council meeting for approval.

 

Article 19

Financial Year

The accounts of the Association will be established on December 31 each year, and for the first time on 31 December 2015 the first year therefore being an extended first Financial Year.

Article 20

Dissolution and Liquidation

  • 1) The Association will be dissolved:
    a) when it has fulfilled its purposes;
    b) by vote of the members according to Article 13;
  • c) in the circumstances provided for by the law.
  • 2) In case of the dissolution of the Association, the Board must proceed to its liquidation. After payment of all debts of the Association, the Board shall use the remaining assets of the Association as follows: the assets which remains after the liquidation of the Association, shall be distributed to another tax-exempt institution domiciled in Switzerland which serves the same or a similar purpose. The allotment to the members of the Association is excluded. 

 

Article 21

Entry into Force

The founding members have adopted the present Articles of Association by way of correspondence. The present Articles of Association have entered into force today.