European Association of Veterinary Laboratory Diagnosticians
Unincorporated Association Agreement
This agreement is dated 24th April 2009 and is made between the Members of the European Association of Veterinary Laboratory Diagnosticians whose addresses appear next to their respective names.
Background to this agreement:
The Members have formed an Association known as the European Association of Veterinary Laboratory Diagnosticians which they desire to be regulated according to the following terms and conditions.
These are the terms of the agreement:
These definitions apply unless the context requires a different interpretation:
‘GM’ means General Meeting of the Association; initially the GM will be held approximately every two years;
‘Association Year’ means the period of year beginning on 1st January
‘EGM’ means Extraordinary General Meeting of the Association;
EAVLD means the European Association of Veterinary Laboratory Diagnosticians;
‘The Association’ means the European Association of Veterinary Laboratory Diagnosticians;
‘The Board’ means the Officers, elected by the GM. Until the first GM the Board will consist of the founder members listed on pages 8 and 9 of this Agreement;
‘Officer of the Association’ means any member of the Board;
‘The Rules’ means the terms and conditions of this agreement;
1. Main objective
1.1 EAVLD is a non profit making, independent association with the mission of improving veterinary and public health by providing a platform for communication among veterinary laboratory diagnosticians and to promote the highest standards in European veterinary laboratories.
1.2 Each of the Members contracts with each of the others to join together to promote and represent the interests and the views of the Association.
1.3 Membership shall be open to anyone with an interest in veterinary laboratory diagnostics, and who are parties to this Agreement or accede to it, as provided in paragraph 1.4.
1.4 Further Members may agree to the terms of this Agreement in writing.
1.5 This Agreement is not intended to form a partnership.
2.1 A Member’s annual subscription shall be such as the Members determine at the GM. Current subscription prices shall be set out in the Schedule to this agreement and updated whenever the Members change the subscriptions.
2.2 All payments for subscriptions are due on 1 January in each year or upon joining the Association, if that occurs during an Association Year. Any Member who has not paid the subscription by the due date shall be disqualified from voting at an Association meeting and shall have other membership privileges removed.
3. Resignation, suspension and expulsion
3.1 A Member may resign from the Association by informing the Honorary Secretary in writing of his intention to do so. If a Member chooses to resign, no part of his subscription shall be refundable.
3.2 The Board shall have the power to:
3.2.1 Suspend (for a period not exceeding twelve months); or
3.2.2 Expel any Member who infringes any of these rules or whose conduct (in the Board’s opinion) is harmful to the good name of the Association, or renders him unfit for membership.
3.3 No Member shall be suspended or expelled without first being given the full opportunity to defend himself before the Board.
3.4 Suspension or expulsion shall not be permitted without a vote of at least three quarters of the Board.
3.5 No suspended Member shall be elected as an officer of the Association or be entitled to vote at any meeting.
3.6 No part of a suspended or expelled Member’s subscription shall be refundable.
4. Management of the Association
4.1 The administrative bodies of the EAVLS shall be the General Meetings, Extraordinary General Meetings and the Board. The Board shall be composed of a minimum of six Officers; the President, the Vice-President, the Secretary, the Treasurer and at least two ordinary Board members. All Board members shall be elected by the membership and serve for a term of two years from the time of election, with the exception of the Vice-President. The Board may increase the number of ordinary members or create new positions. Such changes must be approved by the membership at the next GM.
4.2 The Vice-President shall be elected for three consecutive terms in office. The first two years of these as Vice-President, the second two years as President and the third two years as immediate past president.
4.3 If elected, Board members may, subject to re-election, serve for two consecutive terms (four years in total) and must then stand down for at least one term (two years) before being eligible to stand for re-election. A member who is elected as Vice-President may serve three terms without re-election (i.e. Vice-President, President and immediate past President) before having to stand down for at least 2 years. If a member fails to complete their term of office, the remaining Board shall appoint a temporary replacement to the post. The post will then be open for election at the next General Meeting.
4.4 The Board has the ability to appoint new Board members as necessary, but these must be confirmed by election at the next General Meeting.
4.5 A minimum of four Board members must be present during a Board meeting, and voting will be by simple majority of the members present. In the case of a tied vote, the President will have a casting vote.
4.6 The Board shall have the responsibility of managing and controlling the affairs of the EAVLD. The Board shall promote and implement the objectives of the EAVLD and carry out all the activities with broad powers for the ordinary and extraordinary management of the EAVLD, which may be delegated by resolution to the President.
4.7 Board members shall receive no fee, but are eligible for reimbursement of out of pocket expenses incurred while performing duties of the office. All claims for expenses must include original invoices, and each claim must be specifically approved by the Board. Expenses paid to Board members must be specified in the Annual Treasurer’s Report.
4.8 The Chair of the Board is the President unless the President designates another officer.
4.9 Resolutions may be adopted without a meeting if they are in writing and approved by a majority of Board members voting by e-mail. The Secretary shall keep minutes of Board meetings.
5.1 A General Meeting will be held every two years, comprising all attending full current members. General Meetings are called by the Board giving three months notice to members. Notice of the meeting shall be sent to each member with the right to vote.
5.2 Any member may raise any matter at the General Meeting provided he has given the Honorary Secretary 30 days notice.
5.3 Extraordinary General Meetings may be called for a specific purpose by the Board. Written notice for such meetings, including the details of the agenda, time and location must be sent to all current members a minimum of four weeks before the day of the meeting.
5.4 The Chair shall be the President unless the President designates another full member.
5.5 Voting is by show of hands unless any member attending requests a ballot.
5.6 Simple resolutions shall be passed by a simple majority of the votes cast.
5.7 Abstention shall be deemed to be null and void votes. On the equality of votes, the Chairman shall have a casting vote.
5.8 Any General Meeting or EGM may proceed provided at least six members are present within 30 minutes of the time specified for the start of the meeting.
6.1 The use of Association funds must be for the purposes of the Association. The Treasurer will provide an annual Statement of Accounts to members and an externally audited set of Accounts will provided to the General Meeting on a two-yearly basis.
6.2 The Association will not take out any loans.
6.3 The Board will keep accurate, appropriate and complete records of all business conducted. The Treasurer is responsible for recording all matters relating to the EAVLD finances and reporting to General Meetings. All records shall be kept in a capable and professionally acceptable manner.
6.4 The Treasurer will send the Accounts of the EAVLD to an independent accountant for auditing prior to each General Meeting every two years. The Accounts and Accountant’s Reports will be provided to the General Meeting.
6.5 Any member may inspect the accounting records on request. This may include files, vouchers and other documents of the EAVLD by giving notice to the Treasurer. The documents will then be made available for the member to examine during the next Board or General Meeting.
7.1 This Constitution may be amended or revoked by two-thirds of members present at a General Meeting voting on a resolution put forward by the Board.
8.1 Dissolution of the EAVLD requires two-thirds of the members present at a General Meeting to vote in favour of dissolution. At least three months notice of dissolution of the EAVLD must be given to all members.
8.2 If the holding of a General Meeting is not possible, and the Board is unanimous that the Association should be dissolved, it may write to all members advising dissolution. If less than one third of the members communicate back to the Secretary disagreeing with the resolution to dissolve the Association, then the Association shall be dissolved.
8.3 All assets of the EAVLD upon dissolution shall be transferred to another non profit body with objectives similar to those of the EAVLD.
9. Entire understanding
91 This Agreement contains the entire agreement between the parties and supersedes all previous agreements and understandings between them. Each party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty or other term not forming part of this Agreement.
10. Notices and service
10.1 Any notice or other information required or authorised by this Agreement to be given by any party to another may be given by hand or sent by first class pre-paid post, or electronic means to the other party at the address provided for that type of communication.
10.2 Any notice or information given by post shall be deemed to have been given on the second day after it was posted; and proof that the envelope containing any such notice or information was properly addressed, pre-paid and posted, and that it has not been returned to the sender, shall be sufficient evidence that it has been duly given.
10.3 Any notice or other information sent by electronic means shall be deemed to have been duly sent on the date of transmission.
10.4 Service of any legal proceedings concerning or arising out of this Agreement shall be effected by causing the same to be delivered to the party to be served at his main address, or to such other address as may from time to time be notified in writing by the party concerned.
11. Miscellaneous matters
11.1 If any term in this Agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as independent and severable from each other paragraph and therefore separately enforceable.
12. Dispute resolution
12.1 In the event of a dispute arising out of or in connection with this Agreement, the parties undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation.
12.2 Subject to paragraph 12.1, if any difference shall arise between any of the parties touching the meaning of this Agreement or the rights and liabilities of the parties, the same shall be referred to arbitration by a single arbitrator to be appointed, on the application of either side, by the President for the time being of the Law Society of England and Wales.
13.1 This Agreement shall be interpreted according to the Laws of England and the parties agree to submit to the exclusive jurisdiction of the English courts.
European Association of Veterinary
Unincorporated Association Agreement
Andrew Soldan Of: Veterinary Laboratories Agency
New Haw, Addlestone
Surrey KT15 3NB
Frederik Widén Of: National Veterinary Institute (SVA)
Hans Kramps Of: Central Veterinary Institute
Of Wageningen UR
PO Box 65
8200 AB Lelystad
Willie Loeffen Of: Central Veterinary Institute
Of Wageningen UR
PO Box 65
8200 AB Lelystad
Martin Beer Of: Friedrich-Loeffler-Institut
17493 Greifswald-Insel Riems
Sven Erik Jorsal Of: National Veterinary Institute
Danish Technical University
DK-1790 Copenhagen V
Tadeusz Wijaszka Of: The National Veterinary Research Institute
24-100 PULAWY – POLAND
Al. Partyzantow 57
Jose Antonio Garcia Of: Universidad Complutense
Signed by ………………………………… Andrew Soldan
Signed by ………………………………… Frederik Widén
Signed by ………………………………… Hans Kramps
Signed by ………………………………… Willie Loeffen
Signed by ………………………………… Martin Beer
Signed by ………………………………… Sven Erik Jorsal
Signed by ………………………………… Tadeusz Wijaszka
Signed by ………………………………… Jose Antonio Garcia
Schedule: Annual Subscription charges
The initial subscription fee will be 20 euros.
The first Association year for subscription fees will be 2010.