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§ 1 Name, Seat and Scope of Association § 2 Purpose § 3 Members § 4 Begin and Termination of Membership § 5 Rights and Duties of Members § 6 Raising of Funds § 7 Fiscal Year § 8 Organs of the Association § 9 The General Assembly § 10 The Board of Directors § 11 The Auditors § 12 Resolutions § 13 Dissolution of the Association   § 1      Name, Seat and Scope of Association The association shall bear the name European Association of Dermato-Oncology (EADO) Europäische Vereinigung für Dermato-Onkologie And shall have its seat in Vienna. Its activities are not profit-oriented and cover Europe.   § 2      Purpose The purpose of the association shall be the promotion of clinical and research activities in the field of skin cancer. This purpose shall be reached by: Exchange of experience for the purpose of coordinating activities in the area of early detection and prevention of skin cancer. Elaboration and publishing of common quality standards and guidelines for diagnosis and treatment of skin cancer. Cooperation in clinical, therapeutical and experimental trials in the area of skin cancer. Organisation of clinical and experimental research in the field of skin cancer. Organisation of scientific events, in particular scientific congresses. Coordination and support of projects of national skin cancer groups. Collection of money donations for the above mentioned purposes.   § 3      Members The members of the association shall be: Ordinary members Extraordinary (supporting) members Honorary members Ordinary members are physical persons, who are members of the national groups of dermato-oncology, if existing, or of the respective national societies for dermatology and/or cancer/oncology and who want to contribute actively to the purposes of the association, or institutions (national groups, e.g., CCC, ADO, AMDO, which appoint their board members) Extraordinary members are legal entities (public companies limited by shares, economic enterprises with different legal forms as well as associations and institutes), which pay annual contributions of reasonable extent. Honorary members may be such physical persons or legal entities who due to their special merits in connection with the attainment of the purposes of the association are appointed honorary members by the general assembly upon suggestion of the board.   § 4      Begin and Termination of Membership Ordinary and extraordinary members are accepted by the board resolving on the proposal for acceptance by a two-third majority in open vote. An application for acceptance may be refused without giving reasons. Honorary members are appointed by resolution of the general assembly upon proposal of the board. Membership is terminated by death or in case of loss of legal personality (in case of legal entities by dissolution): by voluntary resignation may be declared only at the end of the corporate year and is to be announced at least one month in advance by letter to the association; the date of the post stamp shall be relevant for effectiveness. by expulsion Members who impair the reputation of the functioning of the association or who do not comply with their corporate obligations may be expelled by the board in secrete vote by two-third majority. Expulsion shall be effective immediately. The expellee shall be entitled to object expulsion within thirty days at the president in writing and to demand a board of arbitration to be formed within this time limit (the date of the post stamp shall be relevant). This board of arbitration shall decide on the objection.   § 5      Rights and Duties of Members All members shall be entitled to take part in the general assembly and in general events. Only ordinary members are entitled to vote actively and passively in the general assembly. All members are obliged to promote the purposes of the association to the best of their abilities and to comply with the statutes and the resolutions adopted by the organs of the association within the frame work of the statutes.   § 6      Raising of Funds The required funds for the attachment of the purposes of the association shall be raised by: Membership contributions Collections, donations or other payments Benefits from events and congresses   § 7      Fiscal Year The first corporate year shall start with the formation general assembly and shall end upon December 31 following that date. Subsequently the corporate year shall be the calendar year.   § 8      Organs of the Association The organs of the association shall be: The general assembly The board of directors The auditors   § 9      The General Assembly The general assembly shall be the supreme organ of the association. The ordinary general assembly shall be called by the president of the association at least once a year until no later than the 30th of November. Legal entities who are members of the association shall be represented by an authorised person; physical persons being entitled to vote may also be represented by a proxy in a general assembly (signed written power). Invitation to the ordinary general assembly shall be made known to all members at least 21 days prior to the date of the general assembly by letter also containing the agenda. Motions from members regarding to agenda shall be submitted to the secretariate of the association in writing no later than ten days prior to the date of the general assembly. The date the letter was posted shall decide whether it was submitted in due time. Valid resolutions may be passed only regarding questions which have been put on the agenda of the general assembly. The text of a planned amendment of statutes shall be distributed at least 21 days prior to the date of the general assembly together with the invitation. The general assembly shall be presided by the president, if he is not able to preside, by one of the vice presidents. The general meeting shall constitute a quorum if at least two-thirds of the ordinary members are present. If the general assembly does not constitute a quorum at the fixed time another general assembly shall be held half an hour later at the same place and with the same agenda and shall constitute a quorum irrespective of the number of persons present. An extraordinary general assembly may be called by the president at any time. An extraordinary general assembly has to be called within 14 days if demanded by at least one half of the members or by the board of the directors. The general assembly shall: Approve the annual statement of accounts, the progress report and the annual estimates; Elect the board of directors every two years; Appoint honorary members; Resolve on amendments of the association; Resolve that if any official purpose ceases to exist the assets of the association are to go to beneficiaries pursuant to BAO (ordinance on Federal charges). Elections and resolutions in the general assembly shall generally be passed by simple majority. Resolutions by means of which the association is to be dissolved shall, however, be subject to a qualified majority of two thirds of the valid votes. In case of equality of votes the presidents vote shall decide.   § 10      The Board of Directors The board of directors shall consist of the president, two vice presidents and additional members. The numbers of additional members depends on the number of participating countries (1 to 3 per country). The term of office of the members of the board of directors shall be 2 years; re-elections shall be allowed. The board of directors shall be the managing group of the association. Resolution in any matters as far as not reserved to other organs shall be adopted by the board of directors. The president shall chair the board of directors. If he is not able to do so one of the vice-presidents shall take the chair. The board of directors shall constitute a quorum if at least half of its members are present. A meeting of the board of directors may be called in writing or orally subject to a time limit of at least one week, by the president or on his behalf by the managing director. The president shall be the legal representative of the association as regard external matters. He shall call the board of directors, the general assembly and shall preside all the meetings and shall execute the resolutions of the organs of the association. As far as not provided for differently by the statutes the president shall control the current business of the association. In case of prevention the president shall be represented by one of the vice-presidents. Generally resolutions of the board of directors are passed by simple majority. Resolutions by means of which a member is accepted or expelled shall be adopted in secrete vote by two thirds majority. In case of equality of votes the vote of the chairman shall decide.   § 11      The Auditors The general assembly shall elect two auditors for a term of two years. The auditors shall check the finance of the association and the annual statement of accounts and shall report on the results of their audit to the general assembly.   § 12      Resolutions As far as not determined differently in these statutes resolutions in the organs of the association shall be passed by simple majority. In case of equality of votes the vote of the president shall decide. The resolution regarding the amendment of the statutes in the general assembly shall be subject to a two third majority of the members present.   § 13      Dissolution of the Association Voluntary dissolution of the association may be resolved only in a assembly meeting, which has been called for such purpose and at which at least half of all members entitled to vote are present. Such a resolution shall require a two third majority of the members present. If an assembly meeting called for such a purpose does not constitute a quorum another assembly meeting has to be called within a period of two weeks and such an assembly meeting shall constitute a quorum irrespective of the number of members present and shall decide by simple majority. In case of equality of votes the chairmen shall decide. The last assembly meeting shall simultaneously with the resolution regarding dissolution also decide on kind and form of liquidation. Furthermore it shall resolve that the assets of the association shall by no means go to its members but shall be used for beneficial purposes pursuant to §§ 34ff BAO.