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CONSTITUTION

 

Office translation of a deed of incorporation. In this translation an attempt has been made to be as literal as possible without jeopardizing the overall continuity. Inevitably, differences may occur in translation, and if so, the Dutch version, which will be executed and deposited at the Commercial Register, will prevail. Both in this translation and in the Dutch version the definitions in article 1 are listed in alphabetical order. This means that the order of the definitions in this translation differs from the order in the Dutch version.  

In this translation, Dutch legal concepts are expressed in English terms and not in their original Dutch terms. The concepts concerned may not be identical to concepts described by the English terms as such terms may be understood under the laws of other jurisdictions.

  

INCLUSION OF THE ARTICLES OF ASSOCIATION INFORMAL ASSOCIATION

Today, the twenty-first day of August two thousand twenty-four, appeared before me, Linda van de Oudeweetering, civil-law notary at Oegstgeest (The Netherlands): Manon Homan, born in Leiden on the fourth day of November nineteen hundred and ninety-eight (04-11-1998), employed and domicile chosen at the office of me, civil-law notary, 2341 KW Oegstgeest, Warmonderweg 24, acting as deputy with a written power of attorney of: the association with limited jurisdiction: European Association for Haematopathology, having its business address Pompoenweg 9, 2321 DK in Leiden, the Netherlands.


INTRODUCTION

The association with limited jurisdiction: European Association for Haematopathology, having its business address Pompoenweg 9, 2321 DK in Leiden, the Netherlands.
The articles of association have not yet been included in a notarial deed.
By decision of the General Assembly of members of the Association of the thirtieth day of July two thousand twenty-four (30-07-2024) it has been decided to have the articles of association of the Association included in a notarial deed. As a result, it acquires the status of an association with ‘full legal capacity’ as referred to in the second title of Book 2 of the Civil Code.
A signed extract from the minutes of that meeting is attached to this deed.
With this deed, the Association wants to establish its articles of association. In accordance with the decision of the General Assembly, the following articles of association apply to the Association with immediate effect:


Articles of association.

Article 1.
Definitions of concepts.

The concepts used in these articles of association are defined below:
–     Articles: the articles of the Association;
–     Association: the legal entity to which the Articles relate;
–     General Assembly: the body of the Association that is formed by the members of the Association who are entitled to vote or else the meeting of the members of the Association;
–     In Writing: by letter, by telecopy, by e-mail or by message which is transmitted via any other current means of communication and which can be received electronically or in the written form, provided that the identity of the sender can be sufficiently established;
–     Executive Committee: the management board of the Association, also called the Executive Committee (EXCO).


Article 2.
Name.

The name of the Association is: European Association for Haematopathology (EH4HP).

  1. The abbreviated name of the association is: (EH4HP).

Article 3.
Official seat.

The Association has its official seat in the municipality of Leiden.

Article 4.
Objects.

  1. The objects of the Association are to sustain the study of the pathology of diseases of the haematopoietic and lymphoid systems and to promote the exchange and dissemination of knowledge concerning the diagnosis and treatment of these diseases.
  2. The Association aims to achieve its objects by:
  3. The stimulation of interest, investigation, exchange and dissemination of knowledge concerning haematopathology;
  4. The co-ordination and integration of the morphological aspects of haematopathology with other allied aspects;
  5. The promotion of research in haematopathology;
  6. The organisation of meetings, workshops and tutorials.
  7. The objective of the Association is not to gain profits.

Article 5.
Members.

  1. Members of the Association can be any person who are persons, as described in paragraphs 2 and 3 of this article, who are actively engaged in the study of haemotopathology.
  2. Members shall consist of qualified pathologists and professionals with interest or expertise in haematological diseases as described in article 4 of the Articles.
  3. In addition to qualified pathologists and professionals, the following persons may also be members of the Association:
    a. Medical doctors with interest or expertise in haematopathology, or
    b. Basic and clinical scientists in the field of haematopathology with a graduate degree in relevant disciplines, actively working in fields consistent with the stated purposes of the Association, or
    c. Medical doctors in Residency, fellows and trainees, who are following a fellowship or training in the field of haematopathology and/or doctors in molecular pathology.
  4. The Executive Committee must keep a register containing the names and addresses of all the members.

Article 6.
Admission.

  1. The Executive Committee decides about the admission of members.
  2. If a person is not admitted as a member, the General Assembly may as yet resolve to admit this person.

Article 7.
Termination of membership.

  1. Membership of the Association ends:
    a. on a member’s death;
    b. on termination by the member;
    c. on termination by the Association.
    This may occur if a member ceases to meet the requirements of membership as laid down in the Articles, if the member fails to fulfil the obligations of the member towards the Association and also if it cannot in all reasonableness be required of the Association that it continues the membership;
    d. on disqualification.
    Disqualification from membership may only be pronounced if a member acts contrary to the Articles, standing orders or resolutions, or treats the Association unreasonably.
  2. Termination by the Association is effected by the Executive Committee.
  3. The membership may only be terminated by the member or the Association taking effect from the end of a financial year and subject to four weeks’ notice.      The membership may, however, be terminated in all cases taking effect from the end of the financial year following the financial year in which the termination
    took place. Furthermore the membership may be terminated with immediate effect if the Association or the member can not be required in reason to allow the membership to continue.
  4. Termination contrary to the provisions of the preceding paragraph will end the membership on the earliest permitted date following the date with effect from which the membership was terminated.
  5. A member may terminate the membership with immediate effect within one month of having been informed of a resolution to convert the Association into another legal form or to merge or divide the Association within the meaning of Title 7 of Book 2 of the Dutch Civil Code (Burgerlijk Wetboek).
  6. A member may also terminate the membership with immediate effect within one month of having become aware or having been informed of a resolution limiting the member’s rights or increasing the member’s obligations towards the Association.
    In that case the resolution will not apply to the member involved. A member is not authorized to exclude a resolution applicable to the relevant member, which entails a change to the member’s financial rights and obligations, by terminating the membership.
  7. Disqualification from membership is effected by the Executive Committee.
  8. In the event of a resolution that the membership be terminated by the Association on the grounds that a member has failed to fulfil the member’s obligations towards the Association and also that it cannot in all reasonableness be required of the Association that it continues the membership and in the event of a resolution to disqualify the member, the person involved will be entitled to appeal to the General Assembly within one month of having been informed of the resolution.
    To that end the member involved must be informed of the resolution as soon as possible In Writing, stating reasons. During the appeal period and pending the appeal, the member will be suspended, with the proviso, however, that the suspended member will have the right to account for the member’s actions at the General Assembly at which the appeal referred to in this paragraph is heard.
  9. If the membership ends in the course of a financial year, the annual contribution will nevertheless still be payable in full.

Article 8.
Annual contributions. Obligations.

  1. The members will be obliged to pay an annual contribution, to be determined by the General Assembly. They may be placed in categories for this purpose, with each category paying a different contribution.
  2. In special cases, the Executive Committee will be authorized to grant full or partial discharge from the obligation to pay a contribution.
  3. Subject to the General Assembly’s permission, the Executive Committee will be authorized to attach obligations to the membership.

Article 9.
Executive Committee.

  1. The Executive Committee consists of a number to be determined by the General Assembly of not less than three (3) and not more than fifteen (15) persons who must be appointed by the General Assembly, with the proviso that the members of the first Executive Committee are appointed by this deed.
    Members of the Executive Committee are appointed from among the members of the Association, subject to the provisions of paragraph 2 of this article.
  2. The General Assembly may resolve that one or more members of the Executive Committee may be appointed from outside the members.
  3. Members of the Executive Committee are appointed from a binding list of one or more candidates, subject to the provisions of paragraph 4 of this article.
    Candidates may be nominated by the Executive Committee as well as by twenty-five percent (25%) or more members.
    The Executive Committee’s list of candidates must be made known in the notice to the members fourteen (14) days prior to the General Assembly by convening the meeting. A nomination by twenty-five percent (25%) or more members must be submitted to the Executive Committee In Writing fourteen (14) days prior to convening the meeting.
  4. The binding nature of any nomination may be removed pursuant to a resolution of the General Assembly passed by at least two-thirds of the votes cast at a meeting at which at least two-thirds of the members are represented.
    If the nomination contains one candidate for a position to be filled, a decision on the nomination will result in the appointment of the candidate, unless the binding nature of the nomination has been removed.
  5. If no nominations are presented or if the General Assembly resolves, in accordance with the preceding paragraph, to remove the binding nature of the prepared list of candidates, the General Assembly will be free to choose the members of the Executive Committee.
  6. If there is more than one binding nomination, one of these candidates must be appointed.

Article 10.
Termination of membership of the Executive Committee. Retirement by rotation. Suspension.

  1. Any member of the Executive Committee, also if the member of the Executive Committee has been appointed for a definite period of time, may be dismissed or suspended by the General Assembly at any time. A suspension that is not followed by a resolution to dismissal within three months will end by the expiry of this period.
  2. Every member of the Executive Committee, except as provided in paragraph 3 of this article, must retire as member of the Executive Committee, no later than four years after having been appointed, by rotation in accordance with a schedule to be prepared by the Executive Committee. A retiring member of the Executive Committee is eligible for reappointment once; a person appointed to fill an interim vacancy will take the place of the predecessor of the new appointed member of the Executive Committee in the schedule.
  3. Before a member of the Executive Committee becomes president, he or she serves on the Executive Committee for two years with the position of president-elect and after two years will become president for a standard period of two years.
    After two years as president, this member of the Executive Committee will hold the position of past-president for a period of two years. After the expiration of six years, this member of the executive Committee will retire.
  4. Membership of the Executive Committee will also end:
    -on termination of the Association’s membership of a member of the Executive Committee appointed from among the members;
    -on retirement from the Executive Committee.

Article 11.
Positions on the Executive Committee. Resolutions by the Executive Committee.

  1. The Executive Committee (with the exception of the first Executive Committee, whose members are appointed to an office) will appoint a secretary, a treasurer and a scientific secretary from their number. In addition, the board has the positions of president-elect, president and past-president.
    The Executive Committee may appoint a replacement for each of them from their number. A member of the Executive Committee, with the exception of the president, may hold more than one position.
  2. The Executive Committee shall meet whenever one of the members of the Executive Committee considers this to be necessary.
    Notice of its meetings shall be given by the member of the Executive Committee initiating the meeting, stating the matters to be dealt with; the period of notice of the meeting being at least eight days. At the meetings every member of the Executive Committee shall have the right to cast one vote. The members of the Executive Committee shall be entitled to have themselves represented by any other member of the Executive Committee by means of an authorization In Writing.
    Meetings of the Executive Committee can be held through a telephone or video conference, or through any other communication medium, provided each member of the Executive Committee attending can be heard by all the others simultaneously.
    Minutes must be taken of the proceedings at each meeting of the Executive Committee by the secretary and adopted and signed by the chairman and the secretary. The minutes can also be signed electronically provided that the identity of the signatories can be sufficiently established.
  3. The Executive Committee shall pass resolutions by an absolute majority of the votes validly cast by all the members of the Executive Committee present or represented at the meeting, who are entitled to take part in the decision-making process.
    The Executive Committee may also pass resolutions without holding a meeting, provided the resolution is passed In Writing, all the members of the Executive Committee are informed of the resolution to be passed, none of them objects to this manner of passing resolutions and the resolution is passed by an absolute majority of the votes validly cast by members of the Executive Committee who are entitled to take part in the decision-making process.
  4. A member of the Executive Committee does not participate in the discussions and the decision-making if the relevant member of the Executive Committee has a direct or indirect personal interest which conflicts with that of the Association and the organization with it. If, as a consequence thereof no resolution of the Executive Committee can be adopted, the resolution will be nevertheless adopted by the Executive Committee.
  5. Further rules concerning the meetings of and passing of resolutions by the Executive Committee may be laid down in standing orders.

Article 12.
Duties of the Executive Committee. Representation. Remuneration.

  1. Subject to the restrictions of the Articles, the Executive Committee will be responsible for the management of the Association.
    In performing their duties the members of the Executive Committee shall regard the interests of the Association and the organization connected with it.
  2. If the number of members of the Executive Committee falls below three, the Executive Committee will still be competent.
    The Executive Committee will, however, be obliged to convene a General Assembly as soon as possible at which the filling of the vacancy or vacancies must be discussed.
    In the event of the prevention or permanent absence of one or more members of the Executive Committee the remaining member(s) of the Executive Committee shall be in charge of the entire management of the Association.
    The General Assembly shall ensure that a person is appointed to temporarily manage the Association in the event of the prevention or permanent absence of all the members of the Executive Committee or of the sole member of the Executive Committee.
    Prevention in this paragraph means in any case the circumstances that
    a. the member of the Executive Committee during a period in excess of two weeks cannot be reached due to illness or any other cause; or
    b. the member of the Executive Committee has been suspended.
  3. The Executive Committee will be authorized to have certain parts of its duties performed under its responsibility by committees appointed by the Executive Committee.
  4. Provided it has the approval of the General Assembly, the Executive Committee will be authorized to decide to conclude agreements to acquire, dispose of and encumber property subject to registration and to conclude agreements in which the Association binds itself as surety or joint and several debtor, warrants performance by a third party or provides security for a debt of a third party and it will be authorized to represent the Association in these acts.
    The absence of this approval of the General Assembly can be invoked against third parties.
  5. The General Assembly will be authorized to subject resolutions of the Executive Committee to its approval.
    The Executive Committee must be informed of these resolutions In Writing, with a clear description.
  6. Without prejudice to the provisions of paragraph 4 of this article, the Association is represented by the Executive Committee.
    The chairman and the secretary are also authorized to represent the Association.
  7. The Executive Committee may appoint officers with general or limited power to represent the Association. Each officer shall be competent to represent the Association, subject to the restrictions imposed on him.
    The Executive Committee shall determine each officer’s title. Such officers may be registered at the Commercial Register, indicating the scope of their power to represent the Association.
  8. A remuneration can be granted to the Executive Committee members. Expenses will be reimbursed to the Executive Committee members on production of the necessary proof.

Article 13.
Report of the Executive Committee. Accountability.

  1. The financial year of the Association starting on the first day of January and ending on the thirty-first day of December.
  2. The Executive Committee will be obliged to keep records of the financial position of the Association and of everything concerning the activities of the Association, in accordance with the requirements arising from these activities, and to keep the books, documents and other data carriers in such a way that the rights and obligations of the Association can be known from them at any time.
  3. Within six months of the end of the financial year, except where this period has been extended to a maximum of four months by the General Assembly, the Executive Committee must present a report of the Executive Committee at a General Assembly on the course of events within the Association and the policy pursued.
    The Executive Committee must submit a hard copy of the balance sheet and the statement of income and expenditure, with explanatory notes, to the General Assembly for approval. These documents must be signed by all the members of the Executive Committee; if any of their signatures is lacking, the reasons for this omission must be stated.
    After expiry of the period, any of the members may claim fulfilment of these obligations by the Executive Committee at law.
  4. The General Assembly will appoint a financial committee from among the members, consisting of at least two persons who may not be on the Executive Committee, these persons are appointed for a term of four (4) years. This term can be extended once for a second term of four (4) years.
    If, due to circumstances, it is not possible to find two (2) persons who want to constitute the financial committee, the Executive Committee is authorized to have an annual financial audit carried out by an external expert party, therefore is no permission from the General Assembly required.
    The financial committee must audit the documents referred to in the second sentence of paragraph 3 of this article and must report its findings to the General Assembly.
    The financial committee advises the General Assembly on whether or not to grant discharge to the entire Executive Committee and their Treasurer in particular.
    The Executive Committee will be obliged to provide the financial committee, for the purposes of its audit, with all the information it requests, to show it the Association’s cash funds and assets if required, and to make the Association’s books, documents and other data carriers available to it for reference.
  5. The financial committee’s mandate may be withdrawn at any time by the General Assembly, but only by appointing another financial committee.
  6. The Executive Committee will be obliged to keep the books, documents and other data carriers referred to in paragraphs 2 and 3 of this article for a period of seven years, without prejudice to the provisions of paragraph 7 of this article.
  7. The data placed on a data carrier, with the exception of the balance sheet and statement of income and expenditure recorded on paper, may be transferred to and stored on another data carrier, provided that this transfer involves a correct and full recording of the data and these data are available during the entire time they are stored and can be made legible within a reasonable period of time.

Article 14.
General Assemblys.

  1. In the Association, all powers which are not vested in the Executive Committee pursuant to the law or the Articles are vested in the General Assembly.
  2. A General Assembly – the annual meeting – must be held annually within no more than six months of the end of the financial year.
    The following matters must be included on the agenda of the annual meeting:
    a. The report of the Executive Committee and the report referred to in Article 13, with the findings of the committee referred to in that article;
    b. The discharge of the members of the Executive Committee from their liability for their management during the previous financial year;
    c. The appointment of the committee referred to in Article 13 for the following financial year;
    d. The filling of any vacancies;
    e. Any motions of the Executive Committee or the members, made known in the notice convening the meeting.
  3. Other General Assemblys are convened as often as considered desirable by the Executive Committee or when it is obliged to do so pursuant to the law or the Articles.
  4. The Executive Committee will also be obliged to convene a General Assembly within no more than four weeks of a request having been made to this effect In Writing by at least such a number of members as is authorized to cast at least one tenth of the votes.
    If the request is not acceded to within fourteen days, those requesting the meeting may convene it themselves by means of a notice in accordance with article 18 or by placing an advertisement in at least one well-read newspaper in the location where the Association has its business address, with due observance of the period for convening the meeting referred to in Article 18.
    Those requesting the meeting may then place persons other than members of the Executive Committee in charge of the meeting and charge them with taking the minutes.

Article 15.
Access and right to vote.

  1. All the members of the Association and the members of the Executive Committee have access to the General Assembly. Suspended members will not have access, subject to the provisions of paragraph 8 of Article 7, nor will suspended members of the Executive Committee.
  2. The General Assembly decides on the admission of persons other than those referred to in paragraph 1 of this article.
  3. Every member of the Association who has not been suspended will have the right to cast one vote. As such, the members of the Executive Committee have an advisory vote.
  4. A member may vote by proxy, given to another member In Writing.
  5. If the Executive Committee has opened the option in the notice to a General Assembly, the members will be authorized to exercise their voting rights by means of an electronic means of communication, provided (i) the conditions for the use of that means of communication like the connection, the security and the like have been made public in the notice to the meeting, (ii) the member is able to be identified, (iii) the member is able to acquaint himself of the discussions at the meeting and (iv) if this option has been opened, the member is able to participate in the discussions.
  6. If the Executive Committee has opened the option In Writing, votes can be cast electronically in a period not earlier than thirty days prior to the General Assembly, at an e-mail address designated for that purpose.
    These votes shall have equal effect as votes cast in a General Assembly.

Article 16.
Chairmanship. Minutes.

  1. General Assemblys are chaired by the president of the Association or the president’s deputy.
    If the president and the president’s deputy are absent, one of the other members of the Executive Committee, to be appointed by the Executive Committee, will act as chairman.
    If it is also not possible to appoint a chairman in this manner, the meeting will appoint its own chairman.
    Until that time the temporary chairman will be the oldest person present at the meeting.
  2. Minutes must be taken of the proceedings at each meeting by the secretary or another person to be appointed for this purpose by the chairman and the minutes must be adopted and signed by the chairman and the secretary.
    The minutes can also be signed electronically provided that the identity of the signatories can be sufficiently established.
    Those convening the meeting may have a record drawn up of the proceedings.
    The contents of the minutes or of the record must be made known to the members.

Article 17.
Passing resolutions at the General Assembly

  1. The decision pronounced by the chairman at the General Assembly on the outcome of a vote will be decisive. The same applies to the contents of a resolution which has been passed, in so far as voting was on a motion which had not been set out In Writing.
  2. If, however, the correctness of the chairman’s opinion is challenged immediately after it has been pronounced, a new vote must be taken if the majority of the meeting or, if the original vote was not taken by roll-call or ballot, a person present and entitled to vote so desires.
    This new vote will nullify the original vote.    Votes that in accordance with article 15 paragraph 6 have been cast electronically prior to the General Assembly will also be deemed to be cast in the new vote.
  3. In so far as not provided otherwise in the Articles or by law, all resolutions of the General Assembly must be passed by an absolute majority of the votes cast at a meeting at which at least ten percent (10%) of the members or twenty (20) members, whichever is smaller, are present or represented.
  4. Blank votes and invalid votes are considered as not having been cast.
  5. If an absolute majority is not obtained in a vote on persons, a second vote will be taken or, in the event of a binding nomination, a second vote between the nominated candidates.
    If an absolute majority is again not obtained, repeated votes will be taken until either one person has obtained an absolute majority or a vote is taken between two persons and there is a tie.
    With regard to the aforementioned repeated voting (which does not include the second vote), the vote will be between all the persons voted for in the preceding vote, except for the person obtaining the fewest votes.
    If in the preceding vote the fewest votes were obtained by more than one person, lots must be drawn to decide which of them can no longer be voted for.
    In the event that a vote between two persons is tied, lots will be drawn to decide which of them has been elected.
  6. In the event of a tie, the motion will have been rejected, subject to the provisions of paragraph 5 of this article.
  7. All voting must be by voice.
    However, the chairman may determine that the votes must be cast by ballot.
    With regard to a vote on persons, a person who is present and entitled to vote may also require that the votes be cast by ballot.
    In the case of votes cast by ballot, the ballots must be sealed and unsigned. Resolutions may be passed by acclamation, unless a person entitled to vote requires a vote by roll call.
  8. A unanimous resolution of all the members, even if not together at a meeting, will have the same force as a resolution of the General Assembly, provided that it is passed with the prior knowledge of the Executive Committee.
    This applies also for resolutions to amend the Articles or to dissolve the Association.
  9. As long as all the members are present or represented at a General Assembly, resolutions may be passed on all matters coming up for discussion – therefore also a motion to amend the Articles or to dissolve the Association – provided they are passed unanimously, even if the meeting has not been convened in the prescribed manner or any other provisions for convening and holding meetings or related formalities have not been observed.

Article 18.
Convening General Assemblys.

  1. General Assemblys are convened by the Executive Committee, without prejudice to the provisions of Article 14 paragraph 4.
    Meetings are convened by notice sent In Writing to the addresses (including email addresses) of the members as listed in the register referred to in Article 5. The period for convening the meeting must be at least fourteen (14) days.
    If a member consents thereto In Writing, a notice to a meeting may be sent electronically by means of a readable and reproducible message at the address which has been made known by him In Writing for that purpose to the Association.
  2. The notice convening the meeting must state the subjects to be discussed, without prejudice to the provisions of Articles 19 and 20.

Article 19.
Amendment to the Articles.

  1. Without prejudice to the provisions of paragraphs 8 and 9 of article 17 no amendments may be made to the Articles other than pursuant to a resolution of a General Assembly, which must be convened by means of a notice specifying that amendments to the Articles will be proposed at that meeting.
  2. Those persons who have convened a General Assembly for the discussion of a motion to amend the Articles must make a copy of this motion, in which the proposed amendment is set out verbatim, available for inspection by the members in an appropriate place from at least thirty (30) days before the meeting until the end of the day on which the meeting is held.
  3. A resolution to amend the Articles requires at least two-thirds of the votes cast at a meeting at which at least twenty percent (20%) of the members are present or represented.
    If less than the aforementioned amount of the members are present or represented, a second meeting must be convened and held within four weeks of the first meeting, at which a resolution may be passed on the motion which was put forward at the first meeting irrespective of the number of members present or presented, provided the resolution is passed by a majority of at least two-thirds of the votes cast.
  4. An amendment to the Articles will not come into force until a notarial deed of it has been drawn up.
    Any member of the Executive Committee is authorized to have such a deed executed.

Article 20.
Dissolution.

  1. The Association can be dissolved by a decision of the General Assembly. Before the General Assembly takes the decision to dissolve, the following procedure is completed:
    a. A first General Assembly is convened in accordance with Article 18.
    b. Those who have convened the General Assembly for the discussion of an motion to discuss a proposal for dissolution must make a copy of that proposal, including the arguments for dissolution, available for inspection by the members in an appropriate place at least thirty (30) days before the meeting until the endo of the dat on which the meeting is held.
    c. During this first meeting, the General Assembly decides on an intention to dissolve. This decision regarding an intention to dissolve requires at least two-thirds of the votes cast, in a meeting in which at least twenty percent (20%) of the members are present or represented.
    d. If an intention to dissolve has been decided, a second General Assembly will be convened four (4) weeks after the first General Assembly, but within six (6) weeks (period of reflection).
    e. During this second meeting, the General Assembly decides to dissolve. This decision to dissolve requires at least two-thirds of the votes cast, in a meeting in which at least twenty percent (20%) of the members are present or represented
  2. Following dissolution of the Association, its assets will be liquidated by the Executive Committee.
    The Executive Committee may resolve to appoint other persons as liquidators.
  3. A positive liquidation balance of the dissolved Association will entirely benefit to the Europese Stichting voor Haematopathologie, a foundation (stichting) organized under Dutch law, having its corporate seat in Leiden, and having its business address in Pompoenweg 9, 2321 DK Leiden (the Netherlands), registered with the Dutch Trade Register under number 61632279.
  4. Following the liquidation, the books, documents and other data carriers of the dissolved Association will remain in the custody of the person designated for this purpose by the liquidators for the period prescribed by law.
  5. In all other respects, the provisions of Title 1 of Book 2 of the Dutch Civil Code will apply to the liquidation.

Article 21.
Standing orders.

  1. The General Assembly may draw up standing orders.
  2. The standing orders may not be in conflict with the law, which also applies if there are no mandatory rules of law, or with the Articles.

Article 22.
Transitional provision.

The first financial year of the Association shall run up to and including the thirty-first day of December two thousand twenty-four (31-12-2024).
This article will cease to be operative after the second financial year of the Association has ended.

Final statement.

Finally, the person appearing, acting in said capacity, declared that, in implementation of the provisions of Article 9 paragraph 1 and Article 11 paragraph 1, the first Executive Committee will consist of five (5) members and the following persons are hereby appointed as the first members of the Executive Committee:

  1. Stefan Dirnhofer, as president;
  2. Maurilio Ponzoni, as president-elect;
  3. Leticia Quintanilla de Fend, as past-president;
  4. Birgitta Sander, as secretary-treasurer;
  5. John Goodlad, as scientific secretary.

Final.

IDENTIFICATION.

The party appearing before me, is known to me notary and was identified by me, notary, using the documents issued to that end.

WHEREOF THIS DEED

Is executed in Oegstgeest at the date mentioned in the heading of this deed.
After stating the material contents and having given an explanation of the contents of this deed to the party appearing before me, the party appearing declared to have taken notice of the contents of this deed and not to require it to be fully read out.
Subsequently this deed after a limited reading out was signed by the party appearing before me and me, notary.

 

BYLAWS

  • Article 1 – Membership

Types of Membership and Eligibility

Members shall consist of:

  1. Pathologists with an interest in haematopathology
  2. Other medical doctors with interest in haematopathology/haematology
  3. Basic scientists and/or biologists with a graduate degree in relevant disciplines actively working in fields consistent with the stated purposes of the Association
  4. Residents, fellows, and trainees in haematopathology

Nomination, Approval and Resignation of Members

Candidates for membership must submit the application to the Secretary/Treasurer of the Association. Membership applications are sent electronically via the EA4HP homepage and include a CV, passport photo and a completed membership application form. The Executive Committee shall have responsibility for approving new members. Membership may be terminated by resignation in writing to the Secretary-Treasurer.

Dues

The annual membership fee will be established by recommendation of the Executive Committee. Failure to pay dues for a period of three consecutive years shall cause forfeiture of membership.

  • Article 2 – Meetings

Scientific Meetings

There shall be a biennial Scientific Meeting of the Association at such time and place as determined by the Executive Committee. This Meeting shall be preferably held at even years in one European city. Additional Scientific Meetings may be called for special purposes.

The scientific programme shall take the form of symposia comprising individual oral contributions, poster sessions and/or tutorials, and should also include a workshop. The content of the programme will be prepared by the Executive Committee together with the local organiser.
The programme should include a “Karl Lennert Lecture” with a distinguished invited speaker chosen by the President and a “David Y Mason Lecture” chosen by the EXCO. One day of the meeting is organised by the EBMWG.

Workshops

Workshops shall be organised in conjunction with the SH and shall be preferably held each year.
At even years, the workshop will be part of the biennial scientific meeting of the EA4HP and be organised by the EA4HP.
At uneven years, workshops will be held in the USA or Canada and organised by the SH.

Each EA4HP authorised workshop will be organised by a panel including the President of the EA4HP and the local organiser, as well as at least two members whose primary affiliation is with the SH. The members of the panel should be agreed with the Executive Committee.
After the workshop, the workshop panel will report on it by distributing a list of diagnoses and a report of the workshop should be published.

General Assembly

Time will be set aside, during the biennial meeting of the EA4HP, to conduct a General Assembly devoted to business matters of the Association.
Attendance will be limited to members.
The quorum for this meeting shall be 10% of all members in good standing or 20 members, whichever is smaller.

Executive Committee

The Executive Committee of the Association shall meet annually.
The Executive Committee may, at the request of the President, hold meetings at any time of the year.

  • Article 3 – Officers

Election of Officers and Councillors

The Nomination Committee for election of President shall consist of the three most recent Past-Presidents of the Association with the most recent President as chair.
Candidates for all free positions of councillors and for the free positions of Secretary-Treasurer and Scientific Secretary are nominated by the EXCO and communicated to the membership at least 30 days before the General Assembly at which elections take place.
After nomination, all members of the Executive Committee shall be elected by a majority of members present at the General Assembly. No proxies will be accepted.

Vacancies amongst Officers

Vacancies other than in the Presidency may be filled by appointment, by the President, or members of the Executive Committee, who will serve in their additional capacity until the next regular election. If the Presidency is vacant, the President Elect shall preside at the Executive Committee and Annual Meetings.

  • Article 4 – Executive Committee

Duties of the Executive Committee

The Executive Committee shall conduct the business of the Association.
It will specifically consider nominations for membership and oversee the Association’s finances. In collaboration with the President and Scientific Secretary it will organise the biennial meeting and possible other meetings that are organised in conjunction with the Society for Hematopathology.
The Scientific Secretary will act as representative of EA4HP in the SH and in the European Society of Pathology (ESP).
The Executive Committee will distribute the agenda of the General Assembly 30 days before the date of the Meeting. The discussion and votes regarding the business or the organisation of the Association will only be conducted on points raised in the agenda unless a majority of the voting members decide otherwise.
Any member wishing to add a subject of debate to the agenda will do so by a letter sent to the President or Secretary-Treasurer at least 15 days before the date of the Assembly.
A brief record of the discussions and vote during the General Assembly will be made by a member of the Committee, preferably the Secretary-Treasurer. It will be signed by the President, the President-Elect and the Scientific Secretary.

  • Article 5 – Financial

Annual Accounts

All accounts of the Association shall be drawn on a calendar basis, from January 1 to December 31.

Authority to Compensate

No Officer of the Association shall receive compensation for his services as such.
The Executive Committee, acting via a majority of its members, may authorise or ratify the payment to any Officer of reasonable compensation for expenses incurred on behalf of the Association in any capacity deemed necessary or advisable and in the best interest of the Association.
No member of the Association will be compensated for attending the biennial meeting.
All members attending should pay their registration unless a waiver has been authorised due to special reasons and approved by the President and the Secretary-Treasurer.
The Association should contract a professional congress organiser (PCO) to support the management of the biennial meetings.

Financial Report

A report to the membership on the financial status of the Association for the past year, will be made by the Secretary/Treasurer after the balance sheets and statements have been inspected by the Executive Committee or its representative.
The Secretary/Treasurer’s report will be subject to a biennial audit during the General Assembly.

Special Funds to Support Pathologists

The Association will have a special fund to support selected pathologists who wish to attend the EA4HP meetings to present an abstract or a case at the workshop and who are unable to obtain sufficient local funding to attend the meeting. Eligible pathologists shall be senior pathologists or pathologists-in-training who are active in the field. The applications shall be addressed to the Secretary-Treasurer and shall be selected on an individual basis by the President, the Scientific Secretary and the Secretary-Treasurer.

  • Article 6 – Affiliation and Working Groups

The Executive Committee is empowered, subject to approval of the membership at the biennial meeting, to affiliate with other organisations or to institute working groups that are part of the Association. Continuous efforts should be undertaken to co-ordinate such activities with those of the SH.

  • Article 7 – Representation

Members requested to represent the EA4HP (e.g. “on behalf of EA4HP”) by other organisations, committees or task forces must be mandated by the Executive Committee. This does not apply to personal representation.

 

The EA4HP was founded in 1988. Changes in the constitution were passed at the General Assembly of the 5th Meeting and Workshop of the European Association for Haematopathology in Bologna, Italy, September 21st, 1992, at the General Assembly of the 8th Meeting and Workshop of the European Association for Haematopathology in Paris, France, April 23, 1996, and at the General Assembly of the 10th Meeting and Workshop of the European Association for Haematopathology in London, United Kingdom, May 9, 2000 and at the General Assembly of the 21st Meeting and Workshop of the European Association for Haematopathology in Florence September 20th 2022.