Article 1. Name, foundation
Article 2. Headquarters
Article 3. Address of the Federation
Article 4. Relation to IASP
Article 5. Aims and Objectives
Article 6. Membership
Article 7. Admission, Resignation and Exclusion of Members
Article 8. Membership fee
Article 9. EFIC Council-Function
Article 10. EFIC Council-Responsibilities
Article 11. EFIC Officers
Article 12. EFIC Executive Board Function and Mode of Operation
Article 13. Election of Members of the Executive Board
Article 14. Committees
Article 15. Modification of the Bylaws and Dissolution of the Federation
Article 16. Administration
Article 17. Budgets and Accounts
Article 18. Applicable Law
The European Pain Federation EFIC (European Federation of IASP Chapters) was founded in 1993. After a decision-making process by the European and Israeli Chapters of IASP (International Association for the Study of Pain), it was legally registered in Belgium in 1995. It was recognised as an International Non-Profit organization by virtue of a Belgian Royal Decree of 1999.
The organisation constitutes a federation of IASP chapters in Europe and Israel, and is officially named “European Pain Federation EFIC”. This name is also part of the Federation’s logo. The organisation is regulated by Title III (as inserted by the Belgian Law of May 2, 2002) of the Belgian Law of June 27, 1921. The organisation is devoid of financial interest.
The “European Pain Federation EFIC” is hereinafter referred to as “EFIC”
The Federation’s headquarters have been established in Belgium near Brussels. The headquarter is at Grensstraat 7, mailbox 3, 1831 Diegem, Belgium. Email: email@example.com. The headquarters could be transferred to any part of Belgium, if the Executive Board decides. Such a decision would need to be published within one month in the ‘Annexes du Moniteur Belge’ by the Executive Board.
The address of EFIC is the address of its headquarters office.
EFIC will support the aims and objectives of IASP. National or regional Chapters may form national groupings which are subject to the normal rules and constitution of IASP [Article 5 – National Societies (Chapters) in the IASP Constitution By-laws].
- Participation in all of the activities of EFIC shall be open to all individual members of the affiliated Chapters irrespective of sex, race, religion, philosophical or political opinions or nationality
- The aims of EFIC are:
- To advance the understanding and knowledge of pain mechanisms, pain characteristics, diagnosis of pain conditions, the way pain affects the individual, and the management of pain, by promoting research, education and clinical management of pain.
- To promote communication and co-operation among the European IASP Chapters in order to achieve the objectives listed above.
- To promote the aims and objectives of IASP, which are to foster and encourage research into pain mechanisms and pain syndromes and to support improvement in the management of patients suffering from acute and chronic pain. The latter is to be achieved by bringing together basic scientists, physicians, and other health professionals of various disciplines and backgrounds, all of whom have an interest in pain research and management.
- There are various ways in which EFIC achieves these aims and objectives. These include:
- Organizing pain congresses; Pain in Europe (frequency to be decided by Council).
- Organizing additional scientific meetings.
- Publishing the European Journal of Pain.
- Having a website: www.efic.org.
- Establishing new bodies in relation to EFIC activities for the further promotion of EFIC.
There shall be three categories of membership:
- Ordinary members
- Contributing members (persons or corporations/organizations)
- Individual honorary members
- Ordinary members: All legitimate European IASP Chapters (including Chapters in formation) can apply for ordinary membership which includes voting rights at Council meetings. Each member is represented at the Council of EFIC by a single Councillor, appointed by the relevant Chapter. Each individual Chapter can determine the way in which the Councillor is selected, but selection of the Chapter President is encouraged in general circumstances. The Councillor is to be reconfirmed to the EFIC secretary at least three months before the annual council meeting.
- Contributing members: Any organisation or person who agrees to contribute financially or materially for a minimum period of three years may become a contributing member. Contributing members are subject to the Executive Board’s approval and without voting rights.
- Individual honorary members: Individual honorary membership (without voting rights) may be granted by a simple majority vote of Council at its annual meeting, to those who have made exceptional contributions to EFIC or into the research and management of pain. Prospective members should be proposed to the Executive Board by at least two Council members and consideration of their election will be given as an Agenda item at the next Council meeting.
- All IASP chapters in Europe and Israel may become ordinary members of EFIC. This includes Chapters in formation.
- The exclusion of member Chapters from EFIC can be proposed by the Executive Board or by a member of Council. The proposal is subject to decision by Council with a two-thirds majority vote of all members with voting rights. The member to be excluded does not have the right to vote in such a case.
- Chapters which want to leave EFIC shall submit their resignation to the Executive Board. The resignation will have immediate effect. Reinclusion of such a Chapter in the future would be subject to approval by Council with a two thirds majority vote of all members with voting rights.
- IASP Chapters and individual Councillors who cease to be a part of EFIC will lose their rights concerning funds belonging to EFIC or any subsidiary body established by EFIC.
Council will determine any membership fees.
- The activities of EFIC will be governed by a general assembly which will be called the Council.
- The Council comprises all ordinary members and all members of the Executive Board.
- The Councillors and the members of the Executive Board all have voting rights.
- Each ordinary member must nominate one delegate (hereinafter referred to as “Councillor”) who shall represent the relevant ordinary member at the Council (see Article 6 A).
- If an appointed Councillor is unable to attend a meeting, his or her national Chapter is entitled to either appoint a substitute delegate or alternatively to elect to vote by proxy. This proxy will be given to a Councillor from another Chapter or a member of the Executive Board. Each member of the Executive Board and each Councillor can receive only one proxy from another Chapter (see H, vi., below).
- Vacancies: If a vacancy occurs on the Council by virtue of death, incapacity, retirement or otherwise, the national Chapter is entitled to select a person to fill this vacancy for the unexpired term.
- The President, or the Vice-President if the President is unable to perform his duty, shall chair the meetings of Council. In the event of any tied vote, the Chair will have a casting vote.
- Council meetings:
- The Council shall meet annually, normally during the congresses arranged by EFIC or IASP. When there are no such congresses, or as determined otherwise, Council shall meet at a time and place that is acceptable to a majority of Councillors.
- The venue for the next Council meeting should be agreed at the preceding Council meeting. An extraordinary Council meeting may be convened by a majority of the Executive Board or by a majority of Council members.
- Council meetings will be called by means of a notice distributed by the Secretary, as instructed by the Executive Board to every Councillor at least two months before the date of the meeting.
- The matters to be discussed and voted upon shall be published in the preliminary agenda that should be included with the notice distributed to Councillors. Additional subjects can be added to the formal agenda by Councillors and should be submitted to the Honorary Secretary one month before the date of the meeting if they are to be included in the published agenda. An updated agenda, if needed, will then be sent out one month before the meeting. Items notified less than one month before the date of the meeting will be included as ‘Any other business’. Such items must be submitted to the Chairman (President or Vice-President) before the commencement of the meeting. Councillors must be informed of all items of ‘Any other business’ at the commencement of the meeting although normally such items will be discussed only after all the items on the published agenda. The agenda should include an item to decide the date and location of the next Council meeting. Only topics presented in the agenda one month before the meeting will be subject to voting.
- All decisions by Council shall be made by a simple majority of the members represented, including the votes given by proxy, unless a two-thirds or three-quarter majority is required by the Constitution. Council is qualified to make decisions only when at least half of the members (or their nominated substitutes), are present, including proxy votes (quorum).
- A councillor or Chapter (see Article 9, E, above) unable to attend a meeting, may give a proxy vote to another of the Councillors or to a member of the Executive Board. A proxy vote can only relate to a topic or motion tabled on the agenda of that meeting. The proxy vote should be identified for the particular motion. The proxy vote will only be valid if notified to the Honorary Secretary in advance. A Councillor or Executive Board member can only accept one proxy vote. Any item voted on which has not been appropriately notified, including any other business, cannot attract a proxy vote.
- The Honorary Secretary will record the proceedings of every meeting (Council and Executive Board) and distribute these minutes to every Councillor not less than 45 days after the respective meeting. The minutes of the previous Council meeting will be listed on the agenda at the next Council meeting for Council to correct and approve. The minutes will include a clear record of all resolutions taken by Council and the Executive Board. Once the minutes have been corrected and approved by Council, a copy will be signed by the Chairman (President or Vice-President).
- The minutes of every Council meeting and Executive Board meeting will be kept at EFIC headquarters and a copy will be made available to members at their request. The unconfirmed minutes of each Council meeting will be presented for correction and approval at the following Council meeting.
The Executive Board remains responsible to Council and is not entitled to make major decisions without reference to Council. Decisions of the Executive Board must be ratified by EFIC Council.
- Ultimate responsibility for all activities of EFIC.
- The formulation of overall policy for EFIC.
- Modification of the Statutes / Constitution / Bylaws / Rules governing the internal and external activities of EFIC.
- Creation of any subsidiary bodies including committees, sub-committees or working parties.
- Creation of new bodies within EFIC in order to promote the activities of EFIC.
- Dissolution of EFIC.
- Approval of any applications for membership (of any category) of EFIC.
- Approval of all financial activities including the annual budget, the final accounts and the appointment of auditors and financial advisors as required by Belgian Law.
- Election and revocation of members of the Executive Board.
- Approval of the scope and range of activities to be undertaken by the Executive Board.
- Approval of decisions relating to the organisation of scientific meetings including personnel, venue and scientific programs.
- Approval of educational programs and any other local, European or international initiatives proposed to be undertaken by EFIC.
- Approval of policy relating to publications (paper or electronic) by EFIC.
- Submission of an annual report by Council prepared by the Executive Board.
- The officers of the Federation shall be a President, a Vice-President, an Honorary Secretary, an Honorary Treasurer and two Members at Large. These officers will constitute the Executive Board of the Federation.
- Duties of the President: The President shall be the chief executive officer and principal spokesperson of the Federation, preside at Council and Executive Board meetings , be responsible for executing policies determined by Council and the Executive Board and be ex-officio on all EFIC committees. The Presidential term shall comprise two years as President-Elect, a subsequent three years as President and a final year as Past President.
- Duties of the Vice-President: The Vice-Presidentshall assist the President in his/her duties as the President requests. He or she should carry out the responsibilities of the President in his/her absence or disability. He shall assume the Presidency after the term of the President is completed, or if the President should stand down for any other reason.
- The Vice-President will be either the President-Elect, for the two years prior to becoming President, or the Immediate Past President for one year after completion of their presidential term.
- Duties of the Honorary Secretary: The Honorary Secretary is responsible for the maintenance of the corporate books and records of the Federation (other than financial records), for the preparation of the minutes of all meetings held by the members, Council and Executive Board and to prepare and distribute the annual report of the Federation.
- Duties of the Honorary Treasurer: The Honorary Treasurer shall have custody of the Federation’s funds and securities, shall keep a full and accurate account of receipts and disbursements of funds belonging to the Federation, shall deposit all moneys and other valuable effects in the name and to the credit of the Federation; he or she shall render to the President and the Council at its regular meetings, or when the Council requires, an account of the financial condition of the Federation.
- Duties of the Member at Large: The Executive Board will decide on the specific tasks of both persons, with out any particular, pre-defined job description. However, it is expected that one person might be involved in assisting the Treasurer on financial aspects such as attending EFIC committee meetings to consider the financial implication of any projects; and the other might assist the Secretary and take on tasks such as the website, the SIP and other meetings and or Editorship of the newsletter. The term shalll last three years and there would be no bar to the holder of either of these posts standing for other posts, such as Secretary, Treasurer or President.
- Vacancies: In the event of the resignation, death, disability or other permanent incapacity of the President-Elect, Secretary or Treasurer of the Federation, the Council may elect one of its members, at an Extraordinary Council meeting if necessary, to serve in such capacity for the remainder of such officer’s unexpired term. If, however, the office of the President becomes vacant, then the Vice-President shall immediately assume that office. That person will then serve the remainder of the unexpired term as well as the succeeding term. In the case of the vacancy of the Immediate Past President, the Executive Board will continue to function with its remaining 4 members, with the President having the casting vote, as necessary (see below).
Article 12. EFIC Executive Board Function and Mode of Operation
- Function of the Executive Board
- The President is the legal representative of the Federation.
- The President is the principal spokesman for the Federation while executing the policies of the Federation.
- The Executive Board will establish and effect the necessary facilities for running the Federation, including the renting or buying of an office and appointing employees for daily work, such as the executive secretary, the accountant, legal adviser and others.
- The executive board is entitled to establish a new relationship with other pain societies, providing that there is no conflict of interest with the Federation.
- The Executive Board manages the strategic planning and financial administration of the Federation.
- The Executive Board shall, at its first meeting following its election, propose the Chairs of the various EFIC committees to the Council.
- Council will, at its discretion, approve the Executive Board’s action with regard to financial management, EFIC administration and strategic planning. Council will have the ultimate responsibility for approving the scope and range of activities to be undertaken by the Executive Board.
- The Executive Board remains responsible to Council and is not entitled to make major decisions without reference to Council. Decisions of the Executive Board must be ratified by EFIC Council.
- If any member of the Executive Board loses the confidence of a significant number of Councillors, then an investigation shall be commissioned by Council and any member of the Executive Board may then have their position revoked by a two-thirds majority of the voting members present or those represented by proxy.
- Quorum: The Executive Board can act validly only if at least two thirds of the members are present or represented by proxy.
- Meetings of the Executive Board
- Meetings of the Executive Board will be convened and chaired by the President. If the President is unable to attend, the Vice-President will chair the meeting on his/her behalf.
- Meetings must be convened with a minimum notice of 10 business days and convocations shall be accompanied by an agenda for such meeting.
- At the discretion of the members, the Executive Board meeting may take place by telephone or video conference. The resolutions of the Executive Board will be approved by a majority of those present. In case of a split vote, the President shall have the casting vote.
- An Executive Board member may give a proxy vote to another member of the Executive Board. A proxy vote can only relate to a topic or motion tabled for consideration on the agenda. The proxy vote will only be valid if notified to the Honorary Secretary in advance. An Executive Board member can only accept one proxy vote. Any item voted on which has not been appropriately notified, including any other business, cannot attract a proxy vote.
- The resolutions of the Executive Board shall be approved by a majority of those present, which will include proxy votes as described previously. In the case of a tied vote, the President shall have the casting vote.
- Minutes of the proceedings and resolutions of the Executive Board will be recorded by the Honorary Secretary and kept by the EFIC secretariat who will make them available to the members. The Honorary Secretary will distribute the minutes of all meetings of the Executive Board to Councillors within 10 days of the approval of the minutes. All Executive Board minutes of the last Council meeting will be presented at the next Council meeting for discussion. Each year the Executive Board will prepare a written report of its activities since the last Council meeting and this will be presented as a formal agenda item at the next Council meeting.
- The Board will consist of at least six members, including a President, a Vice-President, an Honorary Secretary, an Honorary Treasurer and two Members at Large (see Article 11, A, above). The President-Elect, Secretary and Treasurer will be elected by the Council. The President-Elect will automatically become President, and then Immediate Past President, after the allotted term of office.
- The Vice-President will take up the function of President as and when the President resigns from his office or his/her term comes to an end and in cases where the President is not able to exercise his function (see Article 11, C and G, above).
- Only members of IASP are eligible to be members of the Executive Board. Officers must remain members of both IASP and their local IASP chapter throughout their period in office. Members of the Executive Board should be current or past EFIC Councillors or a current member of the national council. The President shall serve a six year term as specified – two years as President-Elect, three years as President and one year as Immediate Past President. The officers shall serve in each post for three years. Persons are not eligible to stand for re-election to the same position, except for the Honorary Secretary and Treasurer who can stand for re-election for a second term of three years. The President, President-Elect and Past President may not seek appointment to any other position as an Officer for a minimum of three years from the end of their period in office.
- The function of a member of the Executive Board will cease in case of death, resignation, civil incapacity or private bankruptcy, and the expiration of the mandate as per the current by-laws. Vacancies will be dealt with as described in Article 11, subsection G.
- Membership of the Executive Board can also be revoked by Council; the decision would be made by means of a two-thirds majority of those present, including those members represented by proxy votes.
- At least one year before the end of the term of the Executive Board the Council will elect from the Councillors one person to act as chairman and two other persons to serve on an Election Nominations Committee. No member of the Executive Board can be a member of the Election Nominations Committee.
- At least 60 days before the date of the election of the new Executive Board, the Chairman of the Election Nominations Committee will distribute a call for nominations to every Councillor and the secretary of every member IASP chapter. Individual Councillors and Chapters may propose candidates who must be members of IASP and a past or current Councillor of EFIC or member of the national Council to the Election Nominations Committee 30 days before the election.
- All proposed candidates will agree to the nomination in writing. The Election Nominations Committee will ensure that no candidate is listed on the ballot papers for more than one position at the same election.
- Normally the election will be held as an item of formal business during a Council meeting. At the election, two additional councillors will be elected to serve as tellers in the counting of votes under the supervision of the Nomination and Election Committee. Ballot papers with the names proposed by the Election Nominations Committee will be prepared by the Secretariat prior to the meeting at which the election is to be held.
- The elections will be conducted by secret ballot for one position at a time in the following order: Honorary Secretary, Honorary Treasurer and Members at Large. The President-Elect will be elected the following year, in accordance with the six year Presidential term.
- The votes will be counted immediately after the election. The candidate who receives the most votes (including proxies) will be declared to have been elected. If any candidates receive equal numbers of votes, the election will be repeated, with the elimination of the lowest-scoring candidate, if there is one. If each candidate still receives an identical number of votes, then of those with the highest votes, the candidate who has been a member of IASP for the longest period will be declared to have been elected.
- The elected officers will take up office one month after completion of the Council meeting at which the election occurs.
The Federation shall have standing committees composed of (and chaired by) Councillors or members of the National Chapters, appointed by the President upon recommendation of the Council, except otherwise provided by these bylaws. Members of the Executive Board may be ex officio, and shall have the right to vote within the committees. The committees are elected for a three year term; however in case of insufficiency the Executive Board has the right to propose to the council a new Chair or committee members. The Executive Board shall form new committees in case of need.
Without prejudice to the provisions of Title III (as amended by the Belgian Law of May 2, 2002) of the Belgian law of June 27, 1921, all proposals having the object of modifying the bylaws of the federation or dissolving the federation must come from the Executive Board or at least two-thirds of the voting members of the Council of the Federation.
The Executive Board must inform the members of the Federation at least two months in advance of the date of the Council Meeting which is to rule on the said proposal. Council can not act validly unless two-thirds of the voting members are present. A decision to dissolve the Federation must be approved by three-quarters of those voting.
However if this Council Meeting does not bring together a quorum of the voting members, a new Council Meeting will be convened under the same conditions as above, which will rule definitively and validly on the proposal in question regardless of the number of members present or presented.
Council will decide upon the means of dissolution and liquidation of the Federation and all residual assets to be given to IASP or another non-profit body with similar aims and purposes.
Upon any dissolution of the Federation, or any partial or entire liquidation of its property or assets, all of the Federation’s property of every nature, and description shall, after making provision for the discharge of all liabilities of the Federation, be paid over and transferred to such one or more organizations or institutions, the purposes of which are similar to those of the Federation. The decision should be approved by two-thirds of those voting.
All deeds or documents which involve the Federation are, except for special proxy, to be signed by two members of the Executive Board.
The legal actions such as may be required are to be followed by the Executive Board represented by the President, or to that effect by a designated administrator.
The financial year will run from 1st January until 31st December of each year.
Pursuant to article 53 of the Belgian law of June 27, 1921, the Executive Board is obliged to submit the audited account for current year and the budget for the following year for the approval of Council, at the latter’s first subsequent meeting.
No part of the net earnings of the Federation shall be distributed to, or benefit, its directors, officers, employees or other private persons except that the Federation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments in furtherance of agreed services.
The annual account must, pursuant to article 51 of the Belgian law of June 27, 1921, be communicated to the Federal Justice Department.
Any matter which is not covered by the present By-Laws shall be governed in accordance with the provisions of Title III (as amended by the Belgian Law of May 2, 2002) of the Belgian law of June 27, 1921 (as modified from time to time).