Name of the Society
The Society is hereby named "European Society of Veterinary Clinical Pathology" (ESVCP). It will be registered in the Society Register in Munich (Germany); and thereafter the official suffix will be "Registered Society".
Objectives of the Society
The Society will exclusively and immediately pursue non-profit-making purposes within the meaning of the section "Tax-privileged purposes" of the Tax Code. Any prospective alterations to the statutes shall be submitted to the responsible Tax Office prior to application thereto for registration with the Registry Court.
The work of the Society will be altruistic; it will not primarily seek to increase its wealth.
Use of the funds of the Society must be for purposes in accordance with the statutes of the Society. In order to promote the education and understanding of Veterinary Clinical Pathology, the Society may make educational, research or travel grants to residents and students (graduate students or veterinary students) from the funds of the Society.
No person may receive expenses incompatible with the aims of the Society, or unreasonably high remuneration.
Membership of the Society will be comprised of particularly those who are interested in the fields of clinical pathology.
All officers of the Society shall work in an honorary capacity.
The objectives of the Society are:
- to disseminate the basic principles of veterinary clinical pathology
- by means of scientific meetings (seminars, workshops, continuing education)
- to spread new scientific information by participation at congresses with hematologic, biochemical, or cytopathologic subjects, to encourage cooperation between members and to establish close contacts with the American Society of Veterinary Clinical Pathology and such other societies or organizations which may share mutual interests.
The Society will publish all announcements in its own newsletters.
The dissolution of the Society is regulated in § 16.
The Society will be comprised of Full Members and Honorary Members:
Full Members are to be considered as active members and may be any veterinarian or member of an other profession who is interested in the objectives of the Society.
Honorary Members are those who achieve special recognition by the Society and shall be elected at the members' General Meeting. Honorary membership is to be considered the highest award that can be made by the Society. Honorary Members have the same rights as Full Members but are excused from payment of the membership fee.
Rights and Duties of Members
Full and Honorary members may vote at General Meetings.
All members may present proposals to the Board of the Society and to the General Meetings.
All members may participate in any event organized by the Society.
Members are expected to:
- further the objectives of the Society to the best of their ability
- to treat all property of the Society with due care
- to forward the membership fee when requested.
Members will not receive a share of any profits.
Following resignation or in the event of dissolution of the Society, members will not receive more than their own share of any capital and the value of their contributions.
All applications for membership shall be submitted in writing. Acceptance shall be determined by simple majority of the Board. In case of refusal the applicant may appeal to the General Meeting which will reach a final decision by a simple majority, the President having a casting vote in the event of a tie.
Membership will cease in the event of:
- resignation or
Resignation must be submitted in writing to the Board and is subject to three months' notice.
Exclusion will follow:
- non-payment of the membership fee after one year following its due date,
- severe or repeated violation of the constitution or any activity contrary to the interests of the Society, or
- misconduct within or outwith the Society.
A majority decision by the Board to exclude a member will take effect immediately. Prior to any such decision of the Board a member will be given an opportunity for explanation or defence. A period of not less than two weeks will be allowed for such an appeal to be received. The reason for any exclusion must be delivered to the members together with the decision reached by the board.
An appeal against exclusion may be made to the General Meeting. Notice of the appeal must be brought to the attention of the Board, in writing, within a period of one month. The member must be given an opportunity to present such an appeal during the Meeting.
If no appeal is brought, or if such an appeal is made later than the period determined in these statutes, then the exclusion may not subsequently be challenged by any further legal action.
On termination of membership, all claims upon the member will end, excepting any outstanding membership fees. There will be no reimbursement of any fees, goods or donations.
An annual membership fee shall be levied, the amount to be determined by the Board, subject to agreement at the General Meeting.
Payment of the annual fees will also be required where a member joins during a current year, resigns or is excluded from the Society.
Organization of the Society
The Society shall consist of
the General Meeting
The Board of the Society will consist of:
- Councillor #1
- Councillor #2
The president of the ESVCP will be the Chair of the Scientific Committee of the European College of Veterinary Clinical Pathology, reg. London, UK (ECVCP) and Councillor #1 and Councillor #2 will be board members of the Scientific Committee of the ECVCP. Vice-President, Secretary, and Treasurer are elected by the ESVCP members. In the event that no Board Member is a German National, the board will appoint an Honorary or Full Member who is a German National to act as the Society's representative at the Registry Court.
The Society will be represented judicially and extrajudicially by one Board Member in each case. The officers of the Board shall be in charge of the administration of the affairs of the Society. At least four Board Members must be present for any decisions to be valid. All decisions of the Board will be taken by a simple majority of votes, the President holding a casting vote, should this be required.
The terms of office shall be for 2 years, the Board being elected by the General Meeting.
Officers may precede themselves in office without limitation. The President may be re-elected for not more than two consecutive terms of office. Additional non-consecutive terms of office are permitted.
The President shall conduct all meetings; shall serve as chairman of the Executive Board; shall appoint all committees.
The Vice-President shall preside in the absence of the President and, when so acting, shall perform such duties as would otherwise devolve upon the President. The Vice-President shall serve as General Meeting Chairman for the Annual Meeting. The Vice-President shall be responsible for the scientific program. The Vice-President shall become acting President for any unexpired term if for any reason the President is unable to fulfill the duties of office.
In the absence of the President and Vice-President, a member of the Board selected by those present shall be the presiding officer.
The Secretary shall transact such business as mailing, typing, notifying, correspondence, correlating and compiling, as directed by the Board.
The Treasurer shall be in charge of all financial affairs. This officer shall maintain the rolls of membership and shall notify members of delinquency in the payment of dues. At each Annual Meeting the Treasurer shall prepare a balance sheet for the previous year. Payments exceeding 2500.00 EUR must be authorised by another Board Member.
In the case of a member resigning from the Board, the remaining Board Members may co-opt a further member until the next General Meeting.
Election of the Board
The Secretary must send to all members a list of the forthcoming vacancies and ask for proposals.
Any member may send a proposal after ensuring that the proposed person is willing to stand.
A postal ballot will then be conducted by the Secretary from all members in such a manner that secrecy shall be maintained.
The ballot forms will be opened and counted at the Annual Meeting.
The General Meeting
The General Meeting must be convened annually by the Board.
Notice of the Meeting including the Agenda must be received by the members in writing at least one month prior to the date of the Meeting.
An Extraordinary General Meeting may be called by the Board or if one tenth of the members who hold voting rights request such a Meeting in writing, together with the reason for such a request. Notice of an Extraordinary General Meeting with the Agenda must be given to the members at least two weeks prior to the date of the Meeting.
A quorum for all General Meetings shall be at least 15 % of the membership eligible to vote on the date of issue of the notice of the Meeting.
If a quorum is not present, the Board must call a second Meeting to be held within one month with the same Agenda. This second Meeting will be valid regardless of the number of members present.
Notice of this second Meeting must indicate clearly that this meeting will have such validity.
Duties of the General Meeting
The General Meeting has the following particular duties:
Minutes of the previous General Meeting, and matters arising.
Election of the Board
Election of two Auditors for two years. The Auditors are entitled to examine the funds and the accounts of the Society at any time. The Auditors must submit an annual report of the examination of the accounts of the Society to the Annual Meeting.
To receive Annual Reports of the activities of the Society from the President, the Treasurer and the Auditors.
To agree the annual membership fee
To agree the Budget
To nominate Honorary Members
To determine any changes in statutes, matters duly determined by the Board, as well as any matters assigned to it by the statutes.
To discuss any matters previously notified in the Agenda by members
To decide about dissolution of the Society.
Conduct of the General Meetings
The General Meeting will be chaired by the President; or in case of his absence by the Vice-President. In the absence of the latter the chair may be taken by any substitute nominated by the President.
All decisions will be taken by a simple majority of votes on an open show of hands unless determined otherwise by the statutes. Voting by proxy may be allowed upon presentation of a written letter of authority.
The Election of Board Members as well as of Auditors shall be by secret ballot. If no majority of votes is obtained then a second vote shall be taken. If a majority is not obtained then the final decision is made by lottery.
Where more than two candidates are nominated for election to office and when no one candidate receives an overall majority of votes then a second vote shall be taken between the two candidates who received the greatest number of votes in the first ballot.
Decisions and Reports
All decisions of the Board and General Meeting must be put in writing and signed by the President and Secretary of every meeting.
Minutes of every General Meeting must be taken and signed by the President and Secretary.
The statutes may only be changed at the Annual General Meeting. Any statutes for change must be notified in the Agenda of the meeting. A majority of at least two thirds of the votes is necessary for any change.
Any prospective alterations to the statutes shall be submitted to the responsible Tax Office prior to application thereto for registration with the Registry Court.
All contributions, income and funds of the Society may only be used to achieve the aims of the Society.
No expenditure may be made by the Board which does not serve the goals of the Society, or pay expenses which are unreasonably high.
Dissolution of the Society
The dissolution of the Society may only be determined at a General Meeting provided that a majority of two thirds of the votes are in favour.
Two liquidators will be appointed at the General Meeting to wind up the Affaires of the Society.
Upon dissolution of the Society, lapse thereof or alteration or discontinuation of its present purpose, any properties of the Society shall revert to a public corporate body or similar tax-exempt corporation established for the purpose of promoting science and research.
The Constitution was ratified at the inaugural meeting on September 26th, 1998.
Modified by AGM September 2005 (para 2.8, 3.1, 8.1, and 8.2)
Modified by AGM September 2010 (2.3 and 8.1)