Statutes

Deutsche Fassung / German release

Eurocode IBLS
Statutes

Translated from the native release as declared on the foundation meeting October 8, 1998 in Bern.

§ 1. Name and headquarters of the association.

1. The name of the association is

EUROCODE - IBLS (International Blood Labeling Systems) e.V.
(abbreviated: EUROCODE-IBLS)

2. The association is based in Kassel, Germany and will be entered in the Register of Associations held at the Kassel County Court (Amtsgericht).

§ 2. Purpose of the Association

1. The association's purpose is to promote specialised areas of transfusion medicine and thus to further the causes of science, research and public health.
2. The association is exclusively and directly charitable in its purposes within the meaning of the section on purposes eligible for tax relief in the German Tax Code.

§ 3. Association tasks

1. Improving the quality and safety of transfusion medicine by developing, installing, applying and maintaining internationally standardised data structures.
2. Improving the quality and safety of transfusion medicine in the course of national and international exchanges and the acquisition of blood and blood products.
3. Improving the quality and safety of transfusion medicine in the documentation and tracing of blood and blood products.
4. Development, installation, application and maintenance of Electronic Data interchange (EDl) in transfusion medicine.
5. Development and updating of recommendations on the standardised national and international labelling of blood and blood products.
6. Development and updating of software tools used to apply standards and EDI.
7. Rationalisation and cost-reduction in transfusion medicine by applying standards.
8. Supporting standards users in implementing the Eurocode-IBLS.
9. Supporting and applying data structures, EDI and standardised labeling in transfusion medicine in both national and international standardisation bodies (Council of Europe, EU, CEN, DIN, etc.).
10. Co-operation with national and international bodies with the same goals.
11. The exchange of experience between association members and participation in scientific congresses in this specialised area.
12. Training and education of those who apply the Eurocode-IBLS standards.

§ 4. Charitable status and association assets

1. The association is a charitable body and does not primarily further its own economic interests.
2. Association assets may only be used for purposes compliant with ist memorandum. Members receive no emoluments from the association's assets.
3. No person may be favoured by means of payment/s not consistent with the association's rules or by means of disproportionately high remuneration.
4. The association's assets pass to the SOS Kinderdorf e.V. charity solely and directly for charitable use should the association be dissolved or lose its charitable status under the German Tax Code.

§ 5. Membership

1. Natural or legal persons can be members of the association as can institutions concerned with acquiring, manufacturing and/or marketing blood and blood products.
2. Doctors and natural scientists can become full members as can computer scientists after at least three years employment in transfusion medicine.
3. All institutions concerned with acquiring and/or manufacturing and/or marketing blood and/or blood products may become full members.
4. Legal persons consisting of one or more institutions for each of which license fees are payable have one vote for each such fee-paying institution. Legal persons must nominate natural persons as representatives.
5. All institutions willing to promote the associations goals and in a position to do so may become associate members. Associate members have no voting rights.
6. Membership is to be applied for in writing. Membership is decided on by the executive board of management of the association. This body may only reject such membership applications in individual cases for good reason and with a majority vote of all members of the executive board of management.
7. Exclusion of a member is only permissible for important reasons. Exclusion is decided upon by a majority vote of all members of executive board of management. This body then advisees the member concerned of their exclusion, stating reasons for same.
8. Blood products producing institutions using the Eurocode-IBLS standards must be members of the association.
9. Members must undertake to maintain an e-mail address.
10. Membership expires due either to the member leaving the association, which must be advised three months in advance to the end of a quarter in writing, by death, by exclusion or by closure of the relevant institution.

§ 6. Membership dues

1. The association executive board of management decides on the membership dues and the license fee amounts for the use of the Eurocode-IBLS standard. These are to be regularly adapted to the costs of running the association.
2. The executive board of management decides on how the available means are to be used under the rules of the association. Payments may only be made when the means or appropriate securities are available. Outgoings not connected with the associationīs day-to-day business may only be authorised by the treasurer if counter-signed for by the chairman or deputy chairman or, should they be unavailable for any reason, by the association secretary.

§ 7. Association internal institutions

1. The association's internal institutions are the members meeting, the expert committees and the board of management.

§ 8. Members meeting

1. The members meeting is responsible for the election and dismissal of the association's full board of management, making decisions on changing the association's memorandum and on dissolving the association.
2. A properly constituted members meeting must be held at least every two years. It is called either by the chairman or his deputy. All members are to be invited to attend either in writing or by e-mail with a 4-week period of notice, stating the place, agenda and time.
3. Further members meetings are to be called should the majority of the members of the association's board of management or one third of all its members so require in writing, stating reason/s and purpose/s.
4. Every association member is entitled to be represented at any and all such members meetings by a person presenting written power of attorney so to do to said meeting.
5. Every properly called members meeting constitutes a quorum regardless of the number of members present or represented by power of attorney.
6. The members meeting passes resolutions by simple majority vote of those full members present or represented by power of attorney. Meeting decisions on the dissolution of the association or the changing of its memorandum require a majority of two thirds of all full members present or represented by power of attorney.
7. In exceptional cases, postal voting may be authorised by the executive board of management or a two thirds majority vote of all full members present or represented by power of attorney at any such meeting. Postal voting may also be carried out electronically if suitable proof of identity is ensured.
8. The members meeting can, in particular, make suggestions on changing or amending standards for further consideration by the expert committees.
9. The association secretary is responsible for ensuring that minutes of members meetings are kept. He has to sign the minutes. These minutes must, in particular, record the decisions of all such meetings. Every member receives a copy of said minutes in writing or by e-mail.
10. If the secretary receives no written contradiction of said minutes within 4 weeks of their being sent to the members of the full committee the minutes are considered accepted.

§ 9. Expert committees

1. The executive board of management nominates expert committees when needed to consult and advise on all changes and amendments of the Standards and then lay the result/s before the executive board of management for decision.
2. Expert committees should be of international composition and consist of at least five and not more than nine members.
3. Expert committee decisions should normally be unanimous. They always require a two thirds voting majority of the members of the expert committee concerned.
4. As a rule, the association's executive board of management will follow expert committee recommendations.
5. Expert committees should mainly use state-of-the-art communications methods for cost-saving reasons.
6. The members of an expert committee perform their functions on an honorary basis.

§ 10. Board of management

1. The executive board of management runs the association's affairs. It calls members meetings and determines expert committee membership. In addition, it carries out members meetings decisions and will normally carry out expert committee suggestions unchanged after holding final consultations on same.
2. The executive board of management consists of a chairman, his deputy, the association secretary and the association treasurer. The executive board of management should be of international composition.
3. The association's full board of management is composed of the executive board of management and at least three and at most five other members. These latter should be of international composition and have advisory functions.
4. Voting on the selection of these other members can be set aside during the association's founding phase, and/or their number reduced. If required and until the end of the year 2000, they can be unanimously nominated by the executive board of management for an abbreviated term of office. Their nomination must be confirmed by the members meeting immediately following said nomination.
5. The board of management is voted into office for three years by a simple majority of the votes cast at a members meeting. It remains in office until a valid election of the new board. A single re-election term of office immediately following the first term of such office is permissible.
6. Premature dismissal of a member of the board of management requires a two thirds majority vote of the full members present, or properly represented by power of attorney, at a members meeting.
7. The period of office of a member of the board of management voted into same due to the abbreviated period of office of a predecessor is itself abbreviated accordingly. If it is then less than half the usual period, then that member may be re-elected twice consecutively.
8. The executive board of management has a duty to obtain the opinion of the association's full board of management in all major matters.
9. The members of the board of management perform their functions on an honorary basis. They are urged to manage the association parsimoniously.
10. The executive board of management can entrust transactions to its individual members or to other persons employed by the association.
11. The chairman of the board of management will invite the full board of management to board meetings as required, stating the agenda when doing so. Such invitations must have a period of notice of at least 14 days.
12. The chairman of the board of management has a duty to issue such invitations to a meeting of the board should that be required by at least two members of the executive board of management or a simple majority of the nonexclusive other members of the full board so require in writing, stating reason/s and purpose/s.
13. The board of management constitutes a quorum if more than half its members attend a meeting of same to which a proper invitation has been issued under the association's rules.
14. The board of management passes decisions on the basis of a majority of the votes of its members present. If the votes are equal, then that of the chairman is decisive. Unanimous decisions should be striven for.
15. Board of management resolutions can also be drafted using modern communications means if the majority of said board members agree.
16. The secretary of the association is responsible for minutes being kept of all meetings of the board of management. He has to sign the minutes. These must, in particular, include all resolutions passed by said board. Every member of the full board of management receives a copy of same either in writing or by e-mail.
17. If the secretary receives no written contradiction of said minutes within 4 weeks of their being sent to the members of the full board the minutes are considered accepted.
18. Legal representatives of the association within the meaning of § 26 para. 2 of the German Civil Code are the chairman, his deputy, the treasurer and the secretary. Any two members of the executive board of management can legally represent the association in all matters, both in court and out.

§ 11. Accounting and Financial Year

1. The treasurer is responsible for the association's accounts. The treasurer must render oral and/or written accounts of all receipts and payments and of asset status at all prescribed members meetings.
2. The calendar year is considered the financial year.
3. The treasurer's accounts for a financial year must be drafted by the 30th of April of the year following and checked without delay by two auditors nominated by the members meeting.
4. The treasurer is only empowered to enter into liabilities on bills or notes, to take up credit, to acquire property, stocks and shares and to enter into other long- term financial transactions with the approval of the executive board of management.
5. The treasurer alone and the chairman in consort with the secretary have power of attorney over the association's bank accounts.
6. Members meetings are responsible for formally approving the treasurer's accounts and the conduct of the executive board of management.

§ 12. Final Provisions

1. Should any provision in this Memorandum be null and void for any reason whatsoever, this shall not affect the validity of the remainder. The members meeting must replace any such null and void provision/s with valid such provision/s that conform/s as closely as possible to the association's charitable purpose.
2. The provisions of § 21 ff. of the German Civil Code concerning associations also apply in addition to this Memorandum.
3. Place of judicature for all claims arising from association membership and/or legal transactions with its members on the part of the association is Kassel, Germany, insofar as legally permissible

These Rules were unanimously approved at the Eurocode-IBLS meeting in Bern on 08 October 1998 and signed by the members present at same.

	| Disclaimer | Copyright |		Last revision: 2007-09-12 [jk]