|
[Interpretation] [Name]
[Establishment, Change and Dissolution] [Aims
of the Society] [Objectives] [Powers]
[Membership] [Meetings
of Members] [The Executive Board] [Management
of the Society]
INTERPRETATION
Definitions
In this Constitution, unless the context requires otherwise:
- "Society" shall mean the "The European Society for Quality in Health Care".
- "Executive Board" shall mean the Board of the Society as provided in this
Constitution.
- "Council" shall mean and consist of all the nominated representatives (or
their approved deputies) of the Members of the Society as provided for in
Article 7.1 (a) hereof.
- "Society Year" shall mean the financial period of one year, specified as
the calendar year commencing on the 1st day of January until the 31st day
of December.
- "Register" shall mean the register of Members of the Society.
- "Officer" of this Society shall mean the President, the Immediate Past President,
and the four other Council Members elected to the Executive Board.
- "Executive Officer" shall mean the person appointed by the Executive Board
in accordance with the provisions of the Constitution.
[Back to Top]
NAME
The Name of the Society shall be "The European Society for Quality in Health
Care" and where appropriate the name may be abbreviated to ESQH.
[Back to Top]
ESTABLISHMENT, CHANGE AND DISSOLUTION
Society to Be Non-Profit
The property and income of the Society shall be applied solely and exclusively
to the promotion of its objectives.
Members May Be Paid for Services
The Executive Board may make a payment to a Member for services rendered by
or property acquired from that person in a special or private capacity, or in
the case of Members of the Executive Board, may contribute towards expenses
incurred in carrying out their duties of office.
Alteration of the Constitution
The Constitution of the Society may be altered or amended at a General Meeting
of the Society, provided such proposal for alteration or amendment has been
submitted to the Membership, by publication or otherwise, at least twenty eight
(28) days prior to the date of such General Meeting and where three quarters
of the members present vote in favour of the proposal.
Validation of Acts
Every act of the Society and the Executive Board and every appointment made
by each, shall be deemed to be fully valid and effective, notwithstanding any
defect in the notice of the meeting, or in the meeting procedure, at which the
same was resolved upon, except if annulled at an Annual General Meeting.
Dissolution of the Society
The Society may at any time, with the consent of a majority of three-quarters
of the Members present in person at an Annual General Meeting and entitled to
vote and voting or voting by proxy in accordance with the Constitution, be dissolved.
At least sixty (60) days written notice must be given of any proposal to dissolve
the Society.
Surplus Property after Dissolution
If, after dissolution or winding up of the Society, there remains after the
satisfaction of all its debts and liabilities any property whatsoever, the same
shall not be paid to or distributed among the Members of the Society but shall
be given or transferred to some other society or institution having objectives
similar wholly or in part to the objectives of the Society and which shall prohibit
the distribution of its or their income among its or their Members, or some
charitable objective or objectives which society, institution or objective shall
be determined by the Members of the Society at or before the time of dissolution
or winding up.
[Back to Top]
Aims of the Society
- To support quality improvement in European health care by creating a formal
European Network of National Societies.
- To strengthen the integration of European Societies knowledge and experience.
- To provide a contact and influencing agency with other health-related organisations
but also to be a network of individuals for individuals.
[Back to Top]
Objectives
- Promote attention to quality in health care through a range of activities
which may include collaborative projects, organisation of regional meetings,
training development programmes, sponsored research and development activities,
information exchange, and other relevant activities.
- Foster co-operation between national societies in Europe related to quality
in health care, and other national societies.
- Provide a European forum for addressing issues of importance to quality
in health care, and other national societies.
- Serve as a reference point on matters relating to quality in health care
for other pan-European organisations.
- Act as a European network of individuals interested in quality in health
care.
- Liaise with other organisations around the world active in the field of
quality in health care.
[Back to Top]
Powers
The Society may exercise any or all of the powers herein set out in pursuit
of its objectives:
- to purchase take on lease or hire or otherwise acquire and maintain any
real or personal property;
- to sell exchange lease mortgage hire dispose of or otherwise deal with all
or any part of the real and personal property of the Society;
- to borrow or raise or secure the payment of money in such a manner as the
Society may think fit with power to grant mortgages charges or any security
upon or charging all or any of the property of the Society whether real or
personal and to redeem or pay off any existing or future security;
- to invest or deal with monies of the Society not immediately required for
the purposes of the Society in a manner from time to time determined;
- to hold scientific meetings alone or in collaboration with other societies
and associations whose objectives are wholly or in part similar to those of
the Society;
- to determine Membership;
- to do all such other matters as are incidental or conducive to the attainment
of the objectives of the Society.
[Back to Top]
Membership
Membership of ESQH
- Membership shall be limited to National Societies for Quality in Healthcare
whose formal application to join the Society shall be proposed and seconded
by existing Members and approved by the Council and who shall satisfy the
criteria for membership under Article 7.1 (b) hereof.
Membership of ESQH shall be limited to one national society per country,
but in special circumstances the Council may approve Membership of a second
society from a country.
On election to Membership of the Society each Member shall nominate its
President to be its nominated representative on the Council and shall further
nominate a second party to act as a deputy for the nominated representative
if he/she is unable to take up his/her place on the Council.
- Criteria for Membership
Member Societies will satisfy the following criteria:
- Be Membership Driven
- Not-for-Profit
- Non-Governmental
- Multi-Professional
- Formally Constituted
- Primarily Healthcare Oriented
- Cessation of Membership
- A Member shall cease to be a Member:
- when all fees owed by that Member have been paid in full, upon its written
resignation as such being forwarded to the Society;
- when it is deemed by the Council that the Member no longer satisfies
the Criterion for Membership as provided in Article 7.1 (b) of this Constitution.
- (unless the Executive Board at any time in a particular case otherwise
determines), upon the expiry of twelve (12) months after the last Membership
subscription owed by the Member Society became due, subject to its having
had forwarded to its last known address a notice of demand for subscription.
- Any Member who shall cease to be a Member shall cease to be entitled to
all rights and privileges of a Member and shall have no right to or claim
upon the property or funds of the Society.
- The Executive Board may at any time re-elect any Member who has resigned
or whose Membership has been terminated, upon such terms as it thinks fit.
Register of Members
- The Executive Officer of the Society shall establish and maintain a Register
of Members of the Society specifying the name and address of each Member,
together with the date on which each Membership began, and noting the name
and address of its nominee to the Council.
- The Register of Members shall be kept at the principal place of administration
of the Society or at any other place as determined by the Executive Board.
Register of Associate Members
Membership Fees
- (a) The Executive Board may from time to time fix the amount and manner
and time of payment of the annual Membership Fee.
- (b) Members shall pay the annual fee in the manner and by the time fixed
by the Executive Board.
- (c) The Executive Board may:
- remit or reduce fees or the arrears of fees for a Member on application;
- suspend all or any of the rights and privileges of a Member who has
not paid the appropriate annual fee after the same has fallen due for
payment, until such is paid;
- withdraw Membership if a Member's fees have not been paid within twelve
(12) months of the date on which that Member's fees became due and payable.
[Back to Top]
MEETINGS OF MEMBERS
Annual General Meeting
The Society shall hold an Annual General Meeting once during each Society Year
in accordance with this part of the Constitution and each Member shall be entitled
to be represented and to vote at that Annual General Meeting.
Scientific Meetings
The Society may hold scientific meetings. Such meetings may be scheduled immediately
before or after the Annual General Meeting. No business of the Society will
be conducted at a scientific meeting.
Time and Place of Annual General Meeting
The Executive Board shall convene the Annual General Meeting at such place,
on such day and at such time as the Executive Board decides except that the
Executive Board shall convene each Annual General Meeting not more than fifteen
(15) months (or such greater or lesser period as the Executive Board may decide)
after the date of the preceding Annual General Meeting.
Period of Notice of Annual General Meeting
The Executive Board shall give written notice of the next Annual General Meeting
when the Minutes of the previous Annual General Meeting are circulated to Members.
Business of Annual General Meeting
At the Annual General Meeting the Society shall transact the following business
in the following order:
- reading of the Notice of Meeting;
- recording of apologies;
- reading and confirmation (by resolution) of the Minutes of the previous
Annual General Meeting;
- adoption of Annual Report of the Society on the activity of the Society
during the preceding Year;
- tabling of the Treasurer's Report;
- tabling of the accounts of the Society and the Auditor's Report;
- election of those Officers due for Election.
- election of an auditor.
- any special business of which at least twenty-eight (28) days prior written
notice has been given or, in the case of any proposal for dissolution of the
Society, at least sixty (60) days prior written notice;
- adoption of any Constitutional changes.
- setting the date for the next Annual General Meeting.
Further Provision as to Annual General
Meeting
An Annual General Meeting may discuss but may not pass a resolution on any
matter or motion for which at least twenty-eight (28) days written notice has
not been given to all Members or, in the case of any proposal for dissolution
of the Society, at least sixty (60) days prior written notice.
Visitors
A visitor may attend an Annual General Meeting only with the expressed prior
permission of the President, or in his/her absence, any other Officer of the
Society.
Quorum at Annual General Meeting
A quorum at an Annual General Meeting shall be one half of the Members on the
Register present at the beginning of the meeting. Business may continue to be
validly transacted at the meeting even though the number present falls below
the number required for a quorum.
Procedure if No Quorum
If within fifteen (15) minutes from the meeting time appointed no quorum shall
be present at the Annual General Meeting convened by the Executive Board it
shall stand adjourned, and a time and place immediately set for the adjourned
meeting. If at the adjourned meeting no quorum is present then the meeting shall
be postponed.
Chairperson of Annual General Meeting
The President of the Society or in his/her absence the Immediate Past President
or in his/her absence a Member of the Executive Board elected by the Executive
Board shall act as Chairperson of an Annual General Meeting.
Chairperson's Powers
The Chairperson of the Annual General Meetings shall:
- have a casting vote (in addition to his/her own vote) in the case of an
equality of votes;
- decide the order of business (other than as is set out in the Constitution);
- decide all points of order;
- decide whether a vote shall be on voices alone or also on show of hands
except that any one Member may demand a written ballot.
Voting at Annual General Meeting
Any resolution at an Annual General Meeting shall, except where otherwise provided
in this Constitution, be carried if voted for by a simple majority of those
present in person and entitled to vote and voting.
There is no provision for Voting by Proxy or Post.
Evidence of Proceedings
Minutes of the proceedings of every Annual General Meeting shall be entered
and kept in a Minute Book and such Minutes when signed shall be conclusive evidence
that the proceedings minuted therein were regular and actually took place as
minuted at a meeting duly convened and held and shall be binding on all Members
of the Society. Such Minutes shall be signed by the Chairperson of the meeting
at which the proceedings were held, or by the Chairperson of the next succeeding
meeting.
Adjournment
The Chairperson may, with the consent of an Annual General Meeting at which
a quorum is present (and shall if so directed by the Meeting) adjourn the meeting
from time to time and from place to place but no business shall be transacted
at any adjourned meeting other than the business left unfinished at the meeting
from which the adjournment took place.
Publication of the Annual Report
Within ninety (90) days of the Annual General Meeting, copies of the Annual
Report, as adopted at the Annual General Meeting, will be circulated to all
Members of the Society.
Extraordinary General Meeting
An Extraordinary General Meeting (EGM) will be convened for exceptional urgent
purposes by the President on a proposal supported by not less than one third
of the full membership.
[Back to Top]
THE EXECUTIVE BOARD
Executive Board to Administer Society
Subject to this Constitution the management of the Society shall be carried
out by an Executive Board constituted in accordance with this Clause and that
Executive Board shall be empowered to exercise all the powers which the Society
may exercise and to do all the acts and things the Society may do.
Composition of the Executive Board
- The Executive Board shall have not more than six (6) Members comprising:
- The President
- The Vice-President (The Immediate Past-President)
- Council Member
- Council Member
- Council Member
- Council Member
Election of the Executive
Board
The following provisions shall apply to the election of the Executive Board.
- Executive Board Members will be elected for a period of two years, and at
any time may serve no more than two consecutive terms, unless they are subsequently
elected President. The President may only serve one term.
- The retiring Members of the Executive Board shall be deemed to have retired
before the Annual General Meeting for the purpose of the elections referred
to in this Sub-clause, but for all other purposes shall be deemed to hold
office until the conclusion of the Annual General Meeting.
- At least sixty (60) days before the Annual General Meeting every year, the
Executive Officer shall send to all Members a circular stating the number
of places on the Executive Board required to be filled and calling for nominations.
- Nominations for election shall be proposed and seconded by Members of Council
in writing and together with the nominee's written consent to serve, shall
be lodged with the Executive Officer not less than fourteen (14) days before
the Annual General Meeting.
- If the number of nominations does not exceed the number of vacancies the
President of the Society shall declare the nominated candidates duly elected.
- In the event that there are more candidates than vacancies, the election
shall be by written ballot.
- The ballot papers shall be circulated to each Member entitled to vote with
the notice of the Annual General Meeting
- A member wishing to vote for Members of the Executive Board shall do so
by marking the ballot papers as directed and returning it to the appointed
returning officer during the course of the Annual General Meeting.The candidates
with the largest number of votes gained will be elected.
- The Executive Officer will act as the returning officer for the election
and he/she will have an absolute discretion to disregard any discrepancy in
procedure which she/he regards as not substantial. If she/he regards any discrepancy
as substantial, the matter shall be referred to the Executive Board. Upon
completion of the election he/she shall convey the results to the Chairperson
of the Annual General Meeting, whether or not the election is in order, and
the President shall declare the result.
Meetings of the Executive Board
- The Executive Board may meet at such place, at such times and in such manner
as it shall determine.
- A quorum at any meeting of the Executive Board shall be half the number
of Members of the Executive Board or, where the number of Members is an uneven
number, the next whole number. When a quorum is not present no vote shall
be taken but the Executive Board may discuss matters and make recommendations
which shall then be reported to the next full meeting of the Executive Board
for its decisions.
- The Executive Board may from time to time invite specialist advisors to
attend meetings.
Validation of Acts
All acts of the Executive Board or any Committee or any person acting as an
Officer of the Society shall, notwithstanding that it shall afterwards be discovered
that there was some defect in the appointment of any Member of the Executive
Board or Committee or person acting as aforesaid or that any such Member of
the Executive Board or Committee or person was disqualified, be as valid as
if such Member of the Executive Board or Committee or person had been duly appointed
and was qualified as such.
Authority to Act
The President shall during the intervals between meetings of the Executive
Board exercise such of the functions, powers and discretions of the Executive
Board, the management and direction of the business and the conduct of the affairs
of the Society as may be entrusted to him/her from time to time by the Executive
Board or such as the President in cases of emergency in his/her absolute discretion
may deem it necessary to exercise.
[Back to Top]
MANAGEMENT OF THE SOCIETY
Society Managed by the Executive Board
The Executive Board shall take responsibility for the management of the business
of the Society, other than matters reserved for the Council of the Society.
Powers of the Executive Board
The Executive Board may exercise all of the powers exercisable by the Society
under the Constitution.
Standing Orders
The Executive Board may from time to time make and rescind alter modify or
add to Standing Orders in respect of the whole or any part of the conduct of
the activity of the Society. All Standing Orders shall be consistent with the
provisions of this Constitution.
Secretariat
- The Society shall maintain a Secretariat, to be headed by an Executive Officer,
which shall be responsible for the administration of the Society under the
direction of the Executive Board.
- The functions of the Secretariat shall be as determined by the Executive
Board.
- The Secretariat shall be located in a place to be determined by the Executive
Board.
Executive Officer
- The Executive Officer shall be appointed by the Executive Board on a contractual
basis and shall be resident in the country in which the Secretariat is located.
- The Executive Officer shall, inter alia:
- be responsible for the general administration and financial management
of the Society under the direction of the Executive Board or, as provided
under the Constitution, the President;
- act as the Secretary of the Executive Board;
- be responsible for maintaining a register of Members of the Society;
- have responsibility for advising on Constitutional matters,
- be responsible for minuting all meetings of the Society, ensuring that
Minutes are signed and for maintaining the Minute Books;
- be responsible for the conduct of elections for Members of the Executive
Board and shall act as returning officer;
- organize the Annual General Meeting and any scientific meetings of the
Society.
Use of Name and Logo of Society
The Executive Board shall approve any use of the name and logo of the Society
prior to such use.
Accounts
The Executive Board shall cause all records to be kept and, at least once after
the completion of each Society Year in respect of that Society Year cause accounting
reports to be made, or several separate accounts to be made of all the property,
financial transactions and affairs of the Society in such a manner as required
under this Constitution.
Annual Accounts
Until otherwise decided by the Executive Board such accounting reports shall
include a statement of all receipts and expenditure during each Society Year
and a statement of all of the property and liabilities of the Society at the
end of that Society Year with such reconciliation as may be necessary, both
of which shall be submitted to the Annual General Meeting for approval.
Auditor
- The Auditor shall be elected at the Annual General Meeting for such period
and on such terms as the Executive Board shall think fit.
- The Auditor shall examine all financial records and data of the Society,
and furnish a report thereon. The Executive Board shall attach the report
of the Auditor to the accounts of the Society when tabling the same at the
Annual General Meeting.
- Audits shall be conducted at regular intervals of not more than twelve (12)
months.
- An Auditor shall not be a Member of the Society or closely related financially
or otherwise to a Member of the Executive Board.
Custody of Records
- Except as otherwise provided in this Constitution, the Executive Officer
shall keep in his or her custody or under his or her control all books, documents
and securities of the Society.
- All accounts, books, documents and securities of the Society shall be available
for inspection and copying by any member of the Society upon request.
Source of Society Funds
The funds of the Society shall be derived from annual subscriptions, donations
and such other sources as the Executive Board determines.
[Back to Top]
|
