Bylaws of the Association
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ARTICLES of the EUROPEAN ASSOCIATION OF TISSUE AND CELL BANKS – EATCB E. V.
1. Name, Seat of the Association and Business Year
1.1 The name of the corporation shall be “European Association of Tissue and Cell Banks – EATCB e.V.".
1.2 The seat of EATCB is Berlin, Germany.
1.3 The business year is the calendar year.
1.4 The language of EATCB shall be English.
2. Purpose and tasks
2.1 The purpose of the Association is the promotion of science, research and teaching in the field of tissue banking and in related sciences internationally and especially in Europe.
2.2 The Association defines tissue banking as follows: Tissue Banking is a medical specialisation which deals with the organisation and/or co-ordination of tissue procurement, processing and preserving tissue, quality control and quality management of tissue as well as storing and distributing processed tissue for the purpose of therapy, diagnosis, teaching and research with consideration of international ethical principles and based on the awareness that tissue donations are made for non-profit reasons or for compassion. The term of "Tissue" in this respect refers to all cells and tissues as well as cell and tissue substitutes of biological origin.
2.3 For achieving this purpose, the Association intends to fulfil the following tasks in the areas mentioned above: • international co-ordination; • international standardisation; • exchange of experience and collaboration; • education and training.
2.4 Taking into consideration strict ethical assumptions the tasks shall comprise mainly the following activities: (a) to promote research and disseminate knowledge in the field of cell and tissue processing and preservation; (b) to hold and conduct conferences, symposia and meetings; (c) to implement and promote practical courses and workshops; (d) to establish awards recognising excellence in the field; (e) to support the editorship of an international specialized journal and other forms of publications for disseminating knowledge on the field of tissue banking; (f) to promote scientific and technical knowledge concerning the procurement, processing, storage, transplantation/implantation of cells and tissues for clinical and research purposes; (g) to assist competent authorities and other regulative bodies by the implementation of new or revised laws, guidelines and directives on a national, European and/or global level; (h) to provide information to the public for the purpose of encouraging voluntary donations of cells and tissue for clinical and research purposes; (i) to establish and update acknowledged medical guidelines and standards for safeguarding a secure and reasonable supply of cells and tissue for clinical purposes and research on national and regional issues of tissue banking; (j) to establish and issue technical and medical guidelines and standards for the procurement, processing, preservation, storage, distribution and transplantation/implantation of cells and tissue to be used for clinical and research purposes; (k) to establish measures which are suitable for implementing or promoting the above mentioned purposes.
2.5 The Association does not pursue commercial aims.
2.6 In order to achieve the above objectives EATCB may set up appropriate Standing or Ad-hoc Committees. The establishment of a Standing committee requires a resolution of the general meeting. Each of the committees shall adopt its own rules of procedure which must be submitted to the Board for approval. Committees will report to the Board, which itself will report to the General Meeting.
2.7 EATCB shall have a Finance Committee which will assist the Treasurer. The Committee will have the Treasurer as the Chair. The members of the Committee will be appointed by the Board. Abbreviated versions of the annual accounts and balance sheets will be made available to the members prior to the General Meeting. The Committee will develop policies and procedures to support the activities of the members and these will be presented to the members at the General Meeting.
2.8 The EATCB Board shall oversee the organisation of conferences and other activities in compliance with the objectives and may publish safety and quality standards for Tissue Banking.
3. Non-Profit Character
3.1 EATCB is a non-commercial organisation. Its functions shall be carried out within an ethical framework that recognises that tissue donations are made for reasons of compassion and without financial gain.
3.2 EATCB exclusively and directly pursues non-profit objectives in compliance with the section of the Fiscal Code (“Abgabenordnung”) headed “Privileged Purposes”. EATCB acts altruistically and does not pursue predominantly commercial goals.
3.3 The funds of EATCB may only be used for the purposes stated in these Articles of Association. Members may not receive any distributions from funds of EATCB. Nobody shall be granted preferential treatment through expenditures not related to the purpose of EATCB or by inadequate compensation.
3.4 In case of dissolution or cancellation of EATCB or in case of discontinuation of tax-privileged purposes its assets shall be transferred to a corporate body organised under public law, or to another tax-privileged corporation for the purpose of promotion of science and research.
4. Membership
4.1 Classification There are different categories of EATCB membership. The members of the Association shall be classified as: Honorary Members, Active Members and Associate Members. Active and Associate Members could be either Individual, Institutional or Sister Association Members.
4.2 Qualification of membership
4.2.1 Honorary Members shall be limited to those of great eminence who have made major contributions to tissue and cell banking. Any 3 Active Members may nominate an individual supported by a curriculum vitae submitted to the Board. The application will be included in the Agenda of the next General Assembly and any decision by the Board to recommend such an application for consideration by the General Meeting must be unanimous. The name will then be submitted to the General Meeting and must be approved by simple majority. Honorary members have the following duties: • Support the objectives of the EATCB • Adhere to the Articles of the EATCB Honorary members have the following rights: • Vote and nominate for Board positions • Attend meetings of EATCB exempt from Congress Registration fee • Exempt from Annual Subscriptions fee • Provide supporting declarations for new members • Participate in Committees as determined by the Board or at the request of General Meeting.
4.2.2. Active Members shall be individual, institutional or sister association members undertaking the major part of their work in a public tissue or cell bank or procurement organization, both non-for profit according to WHO guiding principles.
4.2.2.1 Active Individual membership of EATCB is open to individuals, irrespective of nationality or place of residence undertaking the major part of their work in a public, non-for profit tissue or cell bank or procurement organization.
4.2.2.2 Active Institutional membership is open to institutions, irrespective of nationality or place of residence involved in non-for-profit tissue and cell banking or procurement organization activities. Institution may designate up to 5 individuals representing the institution. Each of these 5 individuals has full membership rights. If an institution wishes to change any of these designated individuals, this must be communicated electronically or in writing to the EATCB. Changes will be effective 6 months from the date of this communication
4.2.2.3 Active Sister Association Membership is open to members of other legally registered national or international organisations or institutions of individuals undertaking the major part of their work in a public, non-for profit tissue or cell bank or procurement organization. Active Members of all three described above categories have the following duties: • Support the objectives of the EATCB comply with payments of Annual Subscriptions fee • Adhere to the Articles of the EATCB • Inform the EATCB Board of changes in circumstances which may affect their membership status within two months after change • Confirm or change personal, organisation and contact details within two months after change Active members have the following rights: • Vote, nominate and stand for Board positions • Attend meetings of EATB with reduced EATCB member fee • Provide supporting declarations for new members • Participate in Committees as determined by the Board or at the request of General Meeting.
4.2.3. Associate Members shall be individual or institutional members undertaking the major part of their work in the tissue or cell banking or procurement and does not fulfill requirements described in 4.2.2 as well as individuals or institutions involved in clinical application of tissues and cells or interested in tissue and cell banking activities. Associate Members of both categories have the following duties: • Support the objectives of the EATCB comply with payments of Annual Subscriptions fee. • Adhere to the Articles of the EATCB • Attend at least one out of three consecutive Congresses of the association. • Inform the EATCB Board of changes in circumstances which may affect their membership status within two months after change • Confirm or change personal, organisation and contact details within two months after change. Associate members have the following rights: • Attend meetings of EATCB with reduced EATB member fee • Participate in Committees as determined by the Board or at the request of General Meeting.
4.3 The fee for all types of membership shall be determinate in consultation with the members of EATCB at the General Meeting. For new applicants the fee will be payable from the next calendar year after approval.
4.4 Application for membership
4.4.1. Either individual or institutional, both active or associated application for membership shall be supported by two active members of the EATCB with the consensus of the nominee. Supporting members may support maximum 4 applications in any calendar year.
4.4.2. The current, adequate for particular category of membership application form shall be submitted.
4.4.3 Institution applying for Active Institutional Membership shall submit its own application form together with separate up to 5 individual application forms of all nominated individuals.
4.4.4. Application form for Active Sister Association Membership shall be submitted together with the by-laws of the association/organisation.
4.4.5. Application forms and attached documents, if required, shall be submitted to the EATCB Administrative Office. The Board shall review submitted applications and documents. The Board may accept or reject the application based on a unanimous decision. If the decision of the Board is not unanimous, the application will be deferred to a vote of the membership at the next General Meeting. The Board may also at its discretion defer any application for a vote of the membership.
4.5 Termination of membership
4.5.1. The Board may, at its discretion, withdraw the membership benefits from any member who is more than two years in arrears with their membership fees. Membership benefits will be restored if and when outstanding fees are paid.
4.5.2. Membership may be terminated by resignation, death or by decision after investigation of non-compliance with EATCB by-laws.
4.5.3. Death will terminate the membership automatically, but honours or special awards may be awardable posthumously.
4.5.4. Resignation can be declared at any time and shall be notified in writing to the Administrative Office of the EATCB and takes effect immediately. Subscription paid is not refundable.
4.5.5. Allegation for non-compliance by the EATCB member may be brought to the Board by a minimum of 5 EATCB members. A Professional Conduct Committee, independent from the Board, will set up by the Board to undertake investigation of member alleged to be non-compliant with EATCB by-laws.
4.5.6. If 10 members of the EATCB declare that member or members of the Board are non-compliant with EATCB by-laws, 10 individuals will set up an ad-hoc committee of 5 members, to investigate the Board member/members. The 5 members of ad-hoc committee must be from 5 different countries and organisations. This committee will report findings to all members.
5. Contributions Rules
5.1 Annual Subscription
5.1.2 Honorary members have annual subscription waived.
5.1.3 Active Individual Members pay an annual subscription of 90 Euro.
5.1.4 Active Institutional Members pay an annual subscription equal to 5 Active Individual Members Fee - 500 Euro.
5.1.5 Active Sister Association Members pay an annual subscription equal to 1/2 of Active Individual Members Fee - 45 Euro.
5.1.6 Associate Individual Member pay an annual subscription equal to 4/5 of Active Individual Members fee – 70 Euro.
5.1.7 Associate Institutional Member pay an annual subscription approx. 4/5 of Active Institutional Members fee – 400 Euro.
5.1.8 The Board may propose changes to the subscription fees as they judge necessary, to meet the financial obligations of the Association. Any proposed increases to subscription fees will be no more than the Retail Price Index in Germany, and will require approval of the membership according to Section 11 (Amendments to the Articles of Association)
5.2 Payment terms
5.2.1 Payment is required annually for each calendar year.
5.2.2 The latest payment date between January and March of current calendar year
5.2.3 All members who did not pay their membership fees by the end of March will receive a reminder in June by e-mail. The extension for payment of the membership fees ends on the 31st December of the respective year
5.3 Forms of Payment
5.3.1 Subscription can be transferred by bank transfer electronically to the EATCB account or can be paid by VISA or EUROCARD/MASTERCARD.
5.3.2 EATCB does not accept cheques or cash.
5.4 Membership loss
5.4.1 Any member who has not paid his membership fee until the 31st of December of current year will automatically lose the membership on the 31st of December of the respective year.
5.4.2 Each member has the possibility to reactivate his membership during 3 years by paying all outstanding membership fees. After this period of time a new membership application is mandatory
6. Governing Bodies of the Association The Governing bodies of the Association are: • the General Meeting • the Board
7. General Meeting of the Association
7.1 General Meeting The General Meeting is open to all Members of the Association. A member may represent in the General Meeting up to five members on the basis of written powers of attorney granted in writing, by fax or e-mail copy.
7.1.1 An ordinary General Meeting shall be held at least every 2 years.
7.1.2 General meetings are to be called by the President, on the basis of Board resolution in written form or via e-mail and with six weeks' notice. The period of notice starts to run on the day following the dispatch of the letter of invitation. The letter of invitation is deemed to have been received by a member if it has been sent to the member’s address or e-mail account as indicated to the Association. The letter of invitation will include as attachments all documents, necessary for the members’ preparation for the meeting. These documents include: • an Agenda; • the minutes of the previous meeting; • the annual reports of the Board, or any other Committees set up by the General Meeting or by the Board; • the Annual Statement of Accounts; • new applications for institutional membership; • details of the venue, date and time of the meeting.
7.1.3 The General Meeting will have the following standing items: • Minutes of the previous General Meeting for approval; • Acceptance and approval of the annual reports of the Board and other Committees; • Report of Board Activities; • Acceptance and approval of the Annual Statement of Accounts from the Treasurer and Finance Committee; • Admission of new institutional members; • Approval of awards; • Announcement of the results of any postal ballot; • Questions, comments and proposals for future activities from members
7.1.4 The Board may add further items to the agenda of the General Meeting.
7.1.5 The General Meeting is chaired by the President, and by the General Secretary in case of his or her absence. In case of the absence of both, the General Meeting resolves on a chair for the meeting.
7.1.6 Any resolution of the General Meeting, unless otherwise stipulated in these Articles or by mandatory law, requires a simple majority of the attending members. Voting will be open unless the attending members resolve for a secret vote. Any votes relating to individual persons will be decided by secret ballot.
7.1.7 All resolutions passed by the General Meeting, and a summary of supporting discussion will be entered into the minutes of the meeting. The minutes have to be signed by the Minute Secretary and the chair of the meeting. Extraordinary General Meetings Extraordinary General Meetings may be called by the Board for extraordinary urgent matters; if requested by one third of the members in writing they have to be called by the Board.
8. The Board
8.1 The Board is composed of the following Officers: • the President • the President Elect • the General Secretary • the Minute Secretary; • the Treasurer.
8.2. The general tasks of the Board are as follows: • developing of a long-term strategy, including professional, financial and asset management; • overseeing the administration, financial matters and archives of EATCB, and the appointment of the Administrative Director if applicable; • co-ordination of the activities of EATCB; • reviewing the need for Standards of EATCB; • review of the requirements for membership and awards; • oversight of EATCB committees; • appointment of independent auditors, to be delegated to the Finance Committee; • preparation of the independent audit for presentation to the General Meeting; • presentation of the report and statement of accounts to the General Meeting; 2. any other activities which will help EATCB to achieve its objectives. It is the task of the EATCB Board to develop the strategy for the Association, to identify the tasks associated with that strategy and to ascribe those tasks to individual members of the Board who will be responsible for them. The Board will present a strategy and the related tasks to the members at the General Meeting. The Board shall meet at least twice a year.
8.3. The association is represented by the President and the General Secretary each on his own, or by two other Officers of the Board jointly. The power of representation is limited to transactions with a transaction value of up to 10,000 € Transactions exceeding 10.000 € can only be effected by the President or the General Secretary each of them together with one other Officer of the Board or by three Officers of the Board jointly.
9. Election of the Officers of the Board
9.1 The Officers should have a relevant qualification (in compliance with the EC Tissue and Cells Directive) for tissue banking and at least 5 years experience in Tissue Banking related fields.
9.2 The General Secretary, Treasurer and Minutes Secretary are to be elected in the General Meeting or by postal or secure electronic ballot for a term of four years. The President Elect will be elected in the General Meeting or by postal or secure electronic ballot for a term of two years. The President Elect will automatically become President at the end of their term and serve in this role for two years All Officers remain in office until the election of their successors. Elections will be staggered, to ensure continuity on the Board.
9.3 With the election of the other Officers of the Board, the previous President Elect is appointed President. In the event that, at the time of the General Elections, the position of the President Elect is vacant, also the President will be elected.
9.4 Officers of the Board, excluding President and President Elect, may stand for re-election to a second term in the same or different office but may not stand for more than two consecutive terms. An Officer who has served one four-year term may stand for President Elect, but not an Officer who has served two four year terms
9.5 Prior to an ordinary General Meeting members may nominate candidates for the officers to be elected. Members must obtain the approval of the nominee before submitting their nomination. Nominations must be submitted to EATCB at the latest two months prior to the General Meeting. Any current Board member who is eligible for re-election according to section 9.4 and wishes to stand for re-election should notify the board directly. Together with the invitation for the General Meeting the members will receive a list of officer candidates which comply with Sec. 9.1 and 9.4 for election purposes. Every member has one vote per officer to be elected. In case of postal ballot or secure electronic, only votes submitted to EATCB at the latest two weeks prior to the General Meeting will be counted for the election.
9.6 The candidate for each office who receives the highest number of valid votes shall be elected; in the event of equality of votes, the lot will decide. If only one candidate is nominated, then that candidate is elected.
9.7 If an Officer, who is not President, resigns from his duty or becomes unable to fulfill his duty, he will be replaced for the remaining term of his appointment by the candidate who received the second highest number of votes for the same position when the leaving board member was elected. If there was no other candidate, the leaving Officer will be replaced by the failed candidate in the last General Election with the maximum of votes.
9.8 If the President resigns from his duty or becomes unable to fulfill his duty, he will be replaced by the President Elect until the end of the following regular term. The resignation of the President Elect does not exclude the replacement of the President.
9.9 At the Boards discretion, an Administrative Director may be appointed by the Board to assist the Board. The members will be informed of any such appointments
9.10 Following completion of their term of office, the President of the Association will continue to serve on the Board as Past President for a period of 12 months. Their role will be: i) To provide continuity of knowledge to the Board and assist newly elected Board members ii) To Advise and support the President and President-Elect in their new positions The Past President will attend all Board meetings. They may express their opinion, but do not have a vote.
10. Awards EATCB may grant the following awards:
10.1 Honorary Membership.
10.2 Rudolf Klen Award for outstanding merits in Tissue Banking.
10.3 Prize for the Best Presentation of EATCB Annual Congress.
10.4 Prize for the Best Poster of EATCB Annual Congress. Details pertaining to selection rules and criteria for the candidates are to be resolved by the General Meeting.
11. Amendments of the Articles of Association
11.1 Only active members may vote on resolutions to amend the Articles of the Association
11.2 Resolutions for amendments of the articles must be submitted for approval to the General Meeting.
11.3 Any resolution for amendment of the articles will only be valid if the number of affirmative votes cast represents at least 25% of the active membership.
11.4 Any resolutions for amendment of the articles will be accepted if they are supported by at least 75% of the voting active members.
11.5 If a resolution is supported by at least 75% of the members present at the General Meeting, but the vote does not meet the conditions of article 11.3, the resolution cannot be accepted but may be circulated to the membership for postal or electronic voting. The resolution may be accepted provided that that the results of this vote meet the requirements of article 11.3 and 11.4.