European Pain Federation EFIC (European Federation of IASP Chapters)

Bylaws

Article 1. Name, foundation
  1. The European Pain Federation EFIC (European Federation of IASP Chapters) was founded in 1993 by the European and Israeli Chapters of the International Association for the Study of Pain (IASP) and legally registered in Belgium in 1995. EFIC was recognised as an International Non-Profit organization by virtue of a Belgian Royal Decree of 1999.
  2. The organisation is officially named the “European Pain Federation EFIC”. This name is also part of the Federation’s logo.
  3. The organisation is regulated by Book X of the Belgian Code of Companies and Associations dated 27 February 2019which entered into force on 1 May 2019. The organisation is devoid of financial interest.

The “European Pain Federation EFIC” is hereinafter referred to as “EFIC”

Article 2. Registered office

EFIC’s registered office and headquarters are established in Belgium, at (in French) 18 rue de Londres, 1050 Ixelles/(in Dutch) Londenstraat 18, 1050 Elsene The main contact email for the organisation is secretary@efic.org. The EFIC headquarters can be transferred to any part of Belgium, if the Executive Board decides to do so with simple majority. Any decision of transfer of the EFIC headquarters will need to be published within one month following that decision in the ‘Annexes du Moniteur Belge’ by the Executive Board.

Article 3. Relation to IASP
  1. The Chapters of EFIC are the European and Israeli Chapters of IASP. EFIC’s Chapters shall represent the multidisciplinary nature of a pain society as recognized by IASP.
  2. EFIC supports the mission of IASP to bring together scientists, clinicians, patients, health-care providers, and policymakers to stimulate and support the study of pain and to translate that knowledge into improved pain relief worldwide.
  3. EFIC shall support regional collaboration between Chapters to address common issues or to pool scarce resources. EFIC shall support such collaboration by encouraging regional scientific meetings.
Article 4. Objectives

Article 4. Objectives

The objectives of EFIC are:

    1. To improve research, education, and clinical management of pain and serve as an authoritative, science-based resource on issues related to pain and its treatment.
    2. To promote multidisciplinary and multi professional pain management and the ‘biopsychosocial’ model of pain.
    3. To advance the understanding and knowledge of pain mechanisms, pain characteristics, diagnosis of pain conditions, the impact of pain on the individual and on society, and the management of pain.
    4. To support the work of its Chapters in achieving these objectives.
  1.  
  2. EFIC hopes to achieve these objectives through the following activities:
    1. Developing educational programs to improve pain knowledge amongst healthcare practitioners and researchers.
    2. Raising awareness of the importance of pain, including its management, treatment and prevention, amongst patients and the general public.
    3. Engaging in research projects and disseminating research funding, in order to advance the scientific understanding of pain.
    4. Campaigning to improve policies that affect pain and to increase funding for pain in public research programs
    5. Organising a scientific congress on pain, showcasing the latest research and clinical management approaches
    6. Publishing a scientific journal, the European Journal of Pain, to disseminate the latest research findings and an evidence-based approach to pain medicine.
    7. Creating and disseminating evidence-based guidance for clinicians.

Participation in the activities of EFIC shall be open to all irrespective of sex, race, religion, philosophical or political opinions

EFIC can appeal upon all legal means and perform all acts (in broad sense) necessary or useful for achieving its objectives. In subsidiary order, EFIC can perform commercial activities, provided that they are in accordance with the aforementioned objectives of EFIC and insofar as profits resulting from these activities are used to achieve (one of) these selfless objectives.

Article 5. Membership and membership fee
  1. The ordinary members of EFIC are the Chapters of IASP in Europe and Israel. All European IASP Chapters (including Chapters in formation) can apply for membership. Membership includes voting rights at Council meetings. Each member is represented at the Council  or also to be called general assembly (such as defined under art. 7 of these bylaws) 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. Council shall decide if any membership fee should apply for ordinary members.
  2. In addition, EFIC will accept ‘individual contributing members’; individuals who wish to support the work of EFIC without voting rights. The benefits of individual contributing membership shall be defined by EFIC on its website. The following may apply for individual contributing membership:
    1. Individual healthcare professionals or researchers who wish to access additional member benefits provided by EFIC.
    2. Individual healthcare professionals or researchers with an interest in pain from countries without an active EFIC Chapter.
    3. Individual healthcare professionals or researchers with an interest in pain who are unable to participate in the work of their EFIC Chapter e.g. through reasons of language.
  3. Additionally, EFIC will accept ‘contributing member organisations’; organisations who wish to support the work of EFIC without voting rights. The benefits of organizational contributing membership shall be defined by EFIC on its website. The following may apply to be contributing member organisations:
    1. Multidisciplinary pain societies in Europe which are not yet recognized by IASP as a Chapter.
    2. Healthcare professional or scientific organisations with a strong interest in pain who are not recognized as the IASP Chapter in their country
    3. Non-commercial organisations which have a strong pain-focused mission who wish to contribute financially to EFIC.
  4. EFIC may also designate individual ‘honorary members’ through a vote of its Council. Honorary membership will be open to those who have made exceptional contributions to the work of EFIC. Honorary membership is without voting rights, though EFIC may provide benefits such as free admission at its scientific congresses.
Article 6. Admission, Resignation and Exclusion of Members
  1. All IASP Chapters in Europe and Israel may become ordinary members of EFIC. This right of becoming a member of EFIC can include Chapters in formation. The admission of ordinary members shall be subject to a vote of the Council.
  2. The exclusion of an ordinary member from EFIC can be proposed by the Executive Board or by a member of Council. The proposal is subject to a 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.
  3. Chapters that are ordinary members and that want to leave EFIC shall submit their resignation in writing to the Executive Board. The resignation will have immediate effect. Re-admission of such a Chapter as a member in the future will be subject to approval by Council with a two thirds majority vote of all members with voting rights.
  4. IASP Chapters who cease to be ordinary members of EFIC will lose any rights concerning votes in Council, access to EFIC funding, or participation of their individual members in EFIC projects or benefits provided.
Article 7. EFIC Council-Function
  1. The highest body of EFIC is the general assembly which will be called the Council.
  2. Each member must nominate one delegate (hereinafter referred to as “Councillor”) who shall represent the relevant member at the Council.
  3. The Council will be composed of the members of EFIC represented by the Councillors and all members of the Executive Board.
  4. The Councillors and the members of the Executive Board all have voting rights.
  5. If an appointed Councillor is unable to attend a meeting of the Council, his or her national Chapter is entitled to either appoint a substitute delegate or alternatively to choose 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.
  6. 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.
  7. The President, or the Vice-President if the President is unable to perform his/her duty, shall chair the meetings of Council. In the event of any tied vote, the Chair will have a casting vote.
  8. Annual Council Meetings:
    1. The Council shall meet annually, normally during the scientific congress arranged by EFIC or IASP. If such a date or location is unsuitable, the Executive Board shall identify an alternative plan that is acceptable to a majority of Councillors.
    2. The approximate venue for the next Annual Council Meeting should be agreed at the preceding meeting.
    3. Annual Council Meetings will be called by means of a notice distributed by the Executive Board to every Councillor at least two months before the date of the meeting. The notice shall confirm the specific date and venue for the meeting.
    4. The matters to be discussed and voted upon shall be published in a preliminary agenda that should be approved by the Executive Board and included with the notice distributed to Councillors.  Further items will be added to the agenda by the Executive Board closer to the time of the meeting and a final agenda will be circulated 5 days in advance of the meeting. Councillors may propose items to be added to the agenda up to 10 days in advance of the meeting.
    5. All decisions by the 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 specifically required by the by-laws. The Council is qualified to make decisions only when at least half of the members are present, including proxy votes (quorum).
    6. A councillor 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 point on the agenda of that meeting. A proxy vote will only be valid if notified to the Executive Board in advance. A Councillor or Executive Board member can only accept one proxy vote.
    7. The minutes of each Council meeting will be distributed electronically to every Councillor no less than 30 days after the respective meeting for their comment and approval. The minutes will include a clear record of all decisions taken by Council. Once the minutes have been corrected and approved (in writing, which may be through electronic communication such as email) by Council, a copy will be signed by the Executive Board members.
    8. The minutes of every Council and Executive Board meeting will be kept at EFIC headquarters and a copy will be made available to members at their request. The minutes of each Council meeting will be presented at the following Council meeting.
    9. An Extraordinary/Special Council Meeting may be convened by the Executive Board if there is an urgent need for such a meeting. Councillors can call for an Extraordinary/Special Council Meeting by submitting a request to the Executive Board approved in writing by two-thirds of its members.
    10. In the event that the Council needs to make an urgent decision, the Executive Board may propose a Council Meeting (i) by electronic way (via a trusted application) or (ii) an approval process in writing, for example by email. Such a request should be made with at least 7 days’ prior notice and can be rejected if a majority of the voting Council members reject the request by email. In case a Council Meeting should be held in application of any of the circumstances described in this article 10, the legally required conditions for such way of meeting shall apply.
    11.  
    12.  
Article 8. EFIC Council – Responsibilities

The Council is the primary source of constitutional authority within EFIC. The following constitutional matters require specific advance approval by the Council:

  1. Modification of the bylaws of EFIC.
  2. Election and revocation of members of the Executive Board, including the President.
  3. Approval   or rejection of an annual report describing EFIC’s work over the previous year and setting strategic directions for the future.
  4. Approval or rejection of admission or exclusion of new members.
  5. Approval or rejection of the annual accounts and future budgets of EFIC, the approval of auditors, auditors reports and major investments.
  6. Dissolution of EFIC.

The Executive Board implements the strategic direction proposed by the Council and should seek consent from the Council for all major strategic decisions and projects. As the Council meets ordinarily on an annual basis, consent may sometimes be retrospective. Nevertheless, decisions taken by the Executive Board should be ratified by the Council.

The following require consent from the Council:

  1. All major new activities of EFIC.
  2. The formulation of new policies and strategic directions for EFIC.
  3. Creation of any advisory or activities supportive bodies within EFIC including Committees, Working Groups and Task Forces.
  4. The appointment of key Committee Chairs
  5. Choosing the location of scientific meetings.
Article 9. EFIC Chapter obligations
  1. EFIC’s Chapters are obliged to support the work of EFIC, through engagement in EFIC’s projects and dissemination of its materials to chapter members.
  2. The following activities shall be considered core obligations of the Chapters:
  • Dissemination of key promotional materials from EFIC to the members of the Chapter,
  • Contribution to surveys and other projects where we need information concerning the situation in the Chapter country, and
  • Promoting participation in the EFIC congress via registration and abstract submission,
  • Suggesting recipients of EFIC educational and financial support opportunities,
  • Promoting subscription of Chapter members to EFIC’s promotional database, in line with obligations under the EU General Data Protection Regulation.
Article 10. EFIC Executive Board Composition – EFIC Officers
  1. EFIC shall be governed by a board of directors to be called the “Executive Board”. The Executive Board shall be composed of six members, to be appointed by the Council and to be called “Officers”: a President, a Vice-President, an Honorary Secretary, an Honorary Treasurer and two Members at Large. 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/her office or his/her term comes to an end and in cases where the President is not able to exercise his/her function. 

The term of serving the Executive Board and the (re-)election of the members of the Executive Board is governed by art. 12 of these Bylaws.

  1. Duties of the President: The President shall also be the chief executive officer and principal spokesperson of EFIC, preside at Council and Executive Board meetings, be responsible for executing policies determined by Council and the Executive Board and have the right to sit ex-officio on all EFIC subsidiary bodies. The presidential term shall comprise two years as President-Elect, a subsequent three years as President and a final year as Past President.
  1. Duties of the Vice-President: The Vice-President shall assist the President in his/her duties as the President requests. The Vice-President should carry out the responsibilities of the President in its absence or disability. The Vice-President shall assume the Presidency after the term of the President is completed, or if the President should stand down for any other reason.
  2. The Vice-Presidency will be occupied by either the President-Elect, for the two years prior to their becoming President, or the Immediate Past President for the one year after completion of their presidential term.
  3. Duties of the Honorary Secretary: The Honorary Secretary is responsible for general administration and processes of EFIC, including meeting rules, formal records of meetings and decisions taken, and communication activities.
  4. Duties of the Honorary Treasurer: The Honorary Treasurer shall have custody of EFIC’s funds and securities, shall keep a full and accurate account of receipts and disbursements of funds belonging to EFIC, shall deposit all moneys and other valuable effects in the name and to the credit of EFIC; 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 EFIC.
  5. Duties of the Members at Large: The Executive Board, at the suggestion of the President, can determine the specific responsibilities of the Members at Large.
  6. Vacancies: In the event of the resignation, death, disability or other permanent incapacity of an Executive Board member, the Council shall hold an Extraordinary Council Meeting or Meeting by electronic way to elect a replacement Executive Board member to serve the remainder of the Officer’s term. If, the office of President becomes vacant, then the President Elect shall immediately assume that office and serve its three-year term. Where a President Elect is not yet chosen, the past President shall serve as interim President for maximum one year, during which time a President Elect will be identified. In case of the vacancy of the Immediate Past President, the Executive Board will continue to function with its remaining 5 members, with the President having the casting vote, as necessary (see Article 11).
Article 11. EFIC Executive Board Function and Mode of Operation
  1. Function of the Executive Board
    1. The President is the legal representative of EFIC and can legally bind EFIC towards any third party.
    2. The President is the principal spokesman for EFIC conditional upon executing the policies of EFIC.
    3. The Executive Board will establish and effect the necessary facilities for managing EFIC, including the designation of a headquarter and the employment of staff (Executive Office) for the execution and implementation of EFIC’s work.
    4. The Executive Board is entitled to establish relationships with other scientific or healthcare professional societies, where it is considered beneficial for the advancement of EFIC’s objectives.
    5. The Executive Board manages the strategic planning and financial administration of EFIC.
    6. The Executive Board is responsible for establishing, upon approval of the Council, of new advisory or activities supportive bodies of EFIC and the chairs of these bodies.
    7. If any member of the Executive Board loses the confidence of a significant number of Councillors, then the Council may propose an Extraordinary Council Meeting to vote on the early termination of the Executive Board member’s term in office.
  2. Meetings of the Executive Board
    1. 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.
    2. Meetings must be convened with a minimum notice of ten business days and convocations shall be accompanied by an agenda for such meeting.
    3. Quorum: The Executive Board can act validly only if at least two thirds of the members are present or represented by proxy
    4. 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.
    5. 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.
    6. 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.
    7. Minutes of the proceedings and resolutions of the Executive Board will be recorded by the Honorary Secretary and kept by the Executive Office 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.
Article 12. Term of serving the Executive Board and election of members of the Executive Board
  1. 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 other Officers shall serve in each post for three years. Officers can stand for re-election for one 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. 
  2. Candidates standing for election to the Executive Board must:
    • Have been a member of their EFIC Chapter for at least two years up to the point of election and must remain a member through their term of office.
    • Receive written endorsement from at least three EFIC Chapters.
  3. 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 10.8.
  4. Membership of the Executive Board can also be revoked by Council, as set out in Article 11.1.7; the decision would be made by means of a two-thirds majority of those present, including those members represented by proxy votes.
  5. The Executive Board will appoint a Committee of Councillors to act as an Election Nominations Committee, to interpret the bylaws and establish the process for elections. No member of the Executive Board can be a member of the Election Nominations Committee.
  6. At least 60 calendar 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. Candidates must send their endorsements to the Election Nominations Committee at least 30 days before the election.
  7. All proposed candidates must 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.
  8. Normally the election will be held as an item of formal business during a Council meeting. At the election, two Councillors will be chosen to serve as tellers in the counting of votes under the supervision of the Election Nomination Committee. Ballot papers with the names approved by the Election Nominations Committee will be prepared by the Secretariat prior to the meeting at which the election is to be held.
  9. The elections will be conducted by secret ballot for one position at a time in the following order: President Elect, Honorary Secretary, Honorary Treasurer and Members at Large, as relevant.
  10. The votes will be counted immediately after the election. If there are two candidates for a position, a simple majority vote will be required. Where there are three or more candidates for a position, the Election Nominations Committee may propose a preferential voting system to minimize the risk of needing several run-off votes in the event of ties. Where ties are impossible to avoid, the election will be repeated, with the elimination of the lowest-scoring candidates until a winner has been identified.
  11. The elected officers will take up office one month after completion of the Council meeting at which the election occurs.
Article 13. Committees
  1. EFIC shall implement its work through the creation of Committees, Working Groups and Task Forces.
  • Core Committees shall direct the work of EFIC in its key areas of interest and shall be composed of the chairs of its Working Groups.
  • Operational Committees shall execute core constitutional and operational functions of EFIC.
  • Congress Committees shall organise the scientific program and operations of EFIC’s scientific meeting.
  • Working Groups shall implement specific projects or responsibilities of EFIC’s Committees.
  • Task Forces shall implement short-term projects on thematic priorities of EFIC.
  1. Committee Chairs will be appointed by the Executive Board with the consent of the Council. Committee membership shall be defined by the Executive Board in cooperation with the Committee Chair and with the consent of the Council.
  2. Committees shall serve for three-year terms in line with term of the President. At the change-over between Presidential terms, the incoming President may propose changes to the composition of Committees, with the consent of the Council.
Article 14. Modification of the Bylaws and Dissolution of the Federation
  1. Without prejudice to the provisions of the Belgian Code of Companies and Associations, all proposals having the object of modifying the bylaws of EFIC or dissolving EFIC must come from the Executive Board or at least two-thirds of the voting members of the Council of EFIC.
  2. The Executive Board must inform the members of EFIC at least two months in advance of the date of the Council Meeting which is to rule on the said proposal. The Council cannot act validly unless two-thirds of the voting members are present or validly represented. A decision to modify the bylaws of EFIC must be approved by at least two thirds of the voting Council members present and validly represented (abstention to vote excluded). A decision to dissolve EFIC must be approved by four fifths of the voting Council members present and validly represented (abstention to vote excluded).
  3. 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 validly presented. The second Council Meeting cannot be held within fifteen days after the first Council Meeting.
  4. The Council will decide upon the means of dissolution and liquidation of EFIC and all residual assets to be given to an IASP or another non-profit body with similar aims and purposes.

Upon any dissolution of EFIC, or any partial or entire liquidation of its property or assets, all of EFIC’s property of every nature, and description shall, after making provision for the discharge of all liabilities of EFIC, be paid over and transferred to such one or more organizations or institutions, the purposes of which are similar to those of EFIC. The decision should be approved by two-thirds of those voting.

Article 15. Administration
  1. All deeds or documents which involve EFIC are, except for documents for which a special proxy is validly signed, to be signed by two members of the Executive Board.
  2. 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.
Article 16. Budgets and Accounts
  1. The financial year will run from 1st April until 31st March of each year.
  2. Pursuant to article 3:47 and following of the Belgian Code for Companies and Associations, 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 latest within six months after the financial year concerned has ended.
  3. No part of the net earnings of EFIC shall be distributed to, or benefit, its directors, officers, employees or other private persons except that EFIC 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 be communicated to the National Bank of Belgium.

Article 17. Applicable Law

Any matter which is not covered by the present By-Laws shall be governed in accordance with the provisions of Book X of the Belgian Code for Companies and Associations and the provisions foreseen in this Code applying to the international non-profit organisations (as modified from time to time).