Statute

Chapter 1. NAME AND HEADQUARTERS

Chapter 1. NAME AND HEADQUARTERS

Article 1

These Statutes govern the organisation and operation of an international non-profit association with a specific name, The European Biotechnology Thematic Network, and having the acronym EBTN (hereinafter cited as Association).

The Association shall have its registered office in Italy. The official address and the location of its headquarters within Italy shall be approved by General Assembly.

The registered office will be located at Piazza Università, 1 Perugia 06100. The Administrative Council may decide to move this office to another location within Italy, subject to the approval of the General Assembly. Any change in the location of the registered office shall be published in the Biotechnology Thematic Network web-site within one month of the decision being approved. This constitution shall be made in accordance with the Italian Laws.



Chapter 2. OBJECTIVES – AIMS

Chapter 2. OBJECTIVES – AIMS

Article 2

The objectives of the Association, which is a non-profit making Association, shall be

a. to implement, consult or supervise programmes for the assessment of skills and knowledge in sciences with an emphasis on biotechnology,

b. to undertake programmes concerning education and training, especially those concerning innovative approaches,

c. to operate as a consultant or assessor in programmes concerning education and training,

d. to provide certification of achievement when assessments have been carried out under appropriate conditions,

e. to co-operate with established professional or other associations in the furtherance of its objectives and

f. to extend the reach of all aspects of education in biotechnology beyond national borders.



Chapter 3. MEMBERS

Chapter 3. MEMBERS

Article 3

Members shall be individual or legal entities legally constituted according to the laws and customs of their country of origin. There shall be one class of membership awarded according to Article 4 of the Statutes and the bylaws. Each member, normally a Higher Education Institution, a company or an association of any sort, or exceptionally an individual, shall have contributed to or shall contribute to the activities of the Association. The Association shall hold full rights of ownership or copyright on the assessment tool developed by the European project entitled ‘Evaluation of Core Biotechnology’.

Article 4

The status of member shall be accorded for an unlimited period of time, or until such time as the Association is dissolved, subject to the terms of article 6. The form and the procedure of candidature shall be stated in the bylaws. The Administrative Council, in accordance with the conditions laid down by them, shall accord the status of member. Each member shall be represented by an individual nominated by that member. The list of members and representatives will be available yearly to the General Assembly. All members of the Association have equal rights, may participate in the various working groups and Standing Committees, may attend the meetings of the Administrative Council, may participate in all activities of the Association, are invited to the General Assemblies, may propose items for the General Assembly’s agenda provided that they are submitted in writing to the Administrative Council at least three weeks before the meeting and may be candidates for election as members of the Administrative Council. The exercise of these rights is subject to the complete fulfilment of all financial obligations to the Association.

Article 5

The conditions to be decided by the Administrative Council regarding the admission of members shall be based on:

a. the objectives, statutes and activities in the field of assessment, education and training,

b. the qualifications, functions, responsibilities and activities in the field of assessment, education, consulting and training and

c. the effect the admission would have on broadening and expanding the existing coverage of the Association and the candidate’s willingness to co-operate with the other members.

Article 6

Membership status shall be terminated:

a. at the request of the member or

b. if subscriptions are unpaid one year after the date due or

c. if contributions to the activities of the association have not been made or

d. by decision of the General Assembly on the recommendation of the Administrative Council. All members for which exclusion is envisaged have the right to defend themselves at a General Assembly.

Article 7

The Association shall not take any responsibility incurred by one of its members nor shall the members bear any personal or company financial liability due to their participation in the Association.



Chapter 4. GENERAL ASSEMBLY

Chapter 4. GENERAL ASSEMBLY

Article 8

The General Assembly shall have full powers in allowing the aims of the Association to be fulfilled. Its particular exclusive competencies include:

a. amendment of the statutes,

b.
approval of bylaws,

c. termination of membership, according to article 6,

d. nomination, discharge and dismissal of members of the Administrative Council,

e. election of the President;

f. election of the Vice President;

g. approval of the accounts and preliminary budget,

h. approval of Working groups and standing committees.

i. approval of the annual report;

j. approval of the appointments of the Secretary General and Treasurer;

k. dissolution of the Association.

Article 9

The General Assembly shall meet once annually at a location in Europe which shall be specified in the notice duly signed by the President of the Administrative Council or in his name and posted at least six weeks before the date set for the meeting.

The Assembly shall also be convened in extraordinary meetings by the President of the Administrative Council following a decision of the Council to that effect or at the request of at least one fifth of the members and with a specific agenda.
Members must submit proposals for the agenda of the General Assembly, to the Administrative Council, at least three weeks before the date set for the meeting.

The agenda must be posted by the President of the Administrative Council or in his name at least two weeks before the date set for the meeting.
The General Assembly can proceed only if at least fifty per cent (50%) of the members of the Association are present or represented. Members may be represented by proxy. However, members may only represent up to three other members. Representation by proxy shall require the completion and signing, by the member to be represented by proxy, of a form drawn up by the Administrative Council.

Article 10

Except in those cases stipulated in the statutes, decisions shall be passed by the majority of members present or represented, shall be made known to all members of the Association and shall be duly recorded.

No resolution may be passed by the General Assembly if it concerns any point which has not been specified in the agenda or if it is opposed by at least one half of the votes of the members present or represented.

Article 11

The General Assembly may decide to establish or dismantle any Working Groups or Standing Committees. The General Assembly shall approve the aims and objectives of these Working Groups and Standing Committees.



Chapter 5. ADMINISTRATIVE COUNCIL

Chapter 5. ADMINISTRATIVE COUNCIL

Article 12

The body responsible for the general policy and the management of the Association shall be the Administrative Council. It shall be composed of the President, one Vice president and three (3) elected members, if the Association is composed of less than twenty (20) members, or five (5) elected members, if the Association is composed of twenty (20) or more members.

Officials take or demit office immediately after the General Assembly at which they are elected or superseded.
The Administrative Council will be elected for a maximum of two (2) years and its members, including the president and the vice-president, can only stay in office for three (3) full terms.

Nominations for membership of the Administrative Council can be lodged until the day of the General Assembly.
If one out of three or up to two out of five ordinary members of the Administrative Council leave their mandate before the end of term, a new member may be elected for the rest of the term by the remaining members of the Administrative Council. If the president leaves his mandate before the end of the term, the vice-president steps in automatically and the remaining members of the Administrative Council elect an ordinary member until the end of the Council’s term.

If the vice-president leaves his mandate before the end of the term, the remaining members of the Administrative Council elect an ordinary member and then the Council elects a vice president until the end of the Council’s term.
The Secretary General and the Treasurer attend the Administrative Council meetings but they have no voting right.

Article 13

Members may be represented by proxy or by alternate members delegated ad hoc by the members. However, a member may only represent one other member. Irrespective of the number of members of the Administrative Council, at least three of its members must be present for decisions passed to be valid. Decisions shall be passed by the majority of members present or represented provided that at least three votes in favour of a decision are cast. These decisions must be officially recorded in a register that will be maintained by the Association.

Article 14

The Administrative Council has all administrative powers, without prejudice to the General Assembly’s exclusive powers, including:

- general policy and management of the Association, including approval of the policy of the Working Groups,

- supervision of the Association's activities,

- supporting the Working groups and ensuring that their activities match the interest of the Association,

- collection of funds,

- preparation of the annual report, budget and accounts to be presented to the General Assembly,

- nomination of the Secretary General and the Treasurer, - creation or dissolution of the Ad Hoc Committees.

Article 15

Judicial actions, whether they be in the form of claims or defence, are pursued by the Administrative Council represented by its President or by a Council Member who shall be named in this capacity by the Administrative Council.

Article 16

The Administrative Council has the power to set up a sub-committee, among its members and officers, for effecting specific tasks within the general scope of the decisions passed by the Council, and can delegate powers. All agreements committing the Association are, except in the case of special delegation, signed by the President (or a delegate on his/her behalf) and one other member of the Administrative Council who do not need to justify their powers to third parties.

The Administrative Council may decide that the Secretary General is authorised to incur expenses on behalf of the Association up to a specific limit.
The members of the Administrative Council are only liable for their acts or omissions within their mandate or in the administration of the Association’s finance.



Chapter 6. OFFICES

Chapter 6. OFFICES

Article 17

The President of the Association shall preside over the Administrative Council and the General Assembly and shall represent the Association. The mandate of the President, as well as that of the vice-president, will be for two (2) years and cannot be renewed immediately.

Article 18

The Administrative Council may establish a permanent secretariat to be directed by a Secretary General who shall be appointed by the Administrative Council. The Secretary General and the members of the permanent secretariat may be remunerated.

They shall carry out the decisions of the Administrative Council and contribute in formulating the policy of the Association under the supervision of the Council. The Secretary General shall also be responsible for the daily administration of the Association, for engaging staff and for their working conditions, subject to the approval of the Administrative Council.

The Administrative Council may also appoint a Treasurer to administer the finances of the Association in accordance with the Administrative Council’s instructions.

The appointments of Secretary General and Treasurer shall be subject to the approval of the General Assembly.



Chapter 7. FINANCES

Chapter 7. FINANCES

Article 19

The financial resources of the Association will be, among others, the following: The annual subscription fees: 20,00 Euro individual fee, 100,00 Euro Institutions fee, Donations, allowances, subsidies and inheritances approved by the Association’s Administrative Council, Funding from national or international organisations approved by the Association’s Administrative Council, Income from services provided, publications, conferences, symposia etc. and Interest on the Association’s capital.

Article 20

The annual subscription to be paid by the members of the Association shall be determined yearly in advance by the General Assembly, on the recommendation of the Administrative Council.

Article 21

The Administrative Council shall submit annually the accounts for the preceding year and the budget for the following year for the approval of the General Assembly. The financial year shall correspond to the calendar year.

Article 22

The Administrative Council shall appoint from those who are not members of the Council, one or more auditors who shall report to the Administrative Council and to the General Assembly.



Chapter 8. AMENDMENT OF STATUTES AND DISSOLUTION

Chapter 8. AMENDMENT OF STATUTES AND DISSOLUTION

Article 23

The Administrative Council shall inform the members of the Association at least three weeks in advance, of any proposal for amendment of the statutes or dissolution of the Association and shall, in addition, make known the date of the General Assembly, which shall render a decision on the said proposal. No decision shall be valid unless it is supported by at least two thirds of the votes cast.

If this General Assembly does not convene at least 50% of the Association's members, present or represented, a new General Assembly shall be convened under the same conditions as stated above, which shall render a definitive and valid decision on the motion based on a two thirds majority of the members present or represented. Amendments to the statutes shall take effect only after approval by General Assembly following the Italian Law.

The General Assembly shall determine the mode of dissolution and liquidation of the Association. On dissolution of the Association, any assets of the Association shall be transferred to non-profit associations or to charities to be decided by the General Assembly.



Chapter 9. GENERAL AND TRANSITIONAL PROVISIONS

Chapter 9. GENERAL AND TRANSITIONAL PROVISIONS

Article 24

The first Administrative Council will stay in office until the first General Assembly that will elect the new members of the Council for a full term. The first General Assembly will take place in the first half of the year 2007. Membership of the first Administrative Council is not considered as a full term in the meaning of article 12 paragraph 2

Article 25

All points not specified in the present statutes shall be regulated in accordance with the provisions of the law.

BYLAWS

SECTION I -NAME In complement of Article 1 of the Statues, the name of the Association in other languages shall be determined by the Administrative Council.

SECTION II - MEMBERSHIP Application for membership shall be made on forms issued by the Secretariat. All applications will be submitted to the President or the Administrative Council and will be considered for approval at the earliest meeting of the Council.

The Council will take account of the information contained in the form and is authorised to seek any other information relevant to the application.

Decisions on the applications will be taken on the basis of the criteria set out in Articles 3-6 of the Statutes.
An individual shall be nominated by the member institution to represent that member.

SECTION III - WORKING GROUPS/STANDING COMMITTEES The objectives of the Working Groups and Standing Committees should be in agreement with the general goals of the Association.

The mandates of the Working Groups and Standing Committees are determined by the General Assembly.

The Chairman of each Working Group and Standing Committee shall be nominated by the General Assembly or the Administrative Council, and its membership approved by the Administrative Council.

The Chairman shall report to the Administrative Council on the activities of this Group or Committee.

The Working Groups and Standing Committees may make no public statement, or publication committing the Association without approval by the Council or of the President.

The Secretary General, on behalf of the Council, co-ordinates the activities of the different Working Groups and Standing Committees. A Working Group/Standing Committee can be terminated by the General Assembly.

SECTION IV - AD HOC COMMITTEES The objectives of the Ad Hoc Committees should correspond to the general goals of the Association. The Ad Hoc Committees are established or dismantled by the Administrative Council. The Chairmen of the Ad Hoc Committees are appointed by the Administrative Council. The Secretary General, on behalf of the Administrative Council, coordinates the activities of the Committees.

SECTION V - AMENDMENTS TO THE BYLAWS The bylaws can be amended only by the General Assembly. Any proposal for amendment should be examined by the Administrative Council and sent to all members at least three weeks before the date set for the General Assembly.