STATUTES

 
 
 
 
 

STATUTES

The seventh revision approved by the Individual Members (Spring 2015) and BCM15 in Porto (Portugal) September 2015.

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Article 1: Name and address
1.1. EUROTOX was formed by a merger of the European Society of Toxicology (EST) and the Federation of European Societies of Toxicology (FEST)  and exists as a Society within the meaning of Art. 60 et seq. of the Swiss Civil Code.
1.2. The registered address of EUROTOX is in Basle, Switzerland.

Article 2: Objectives 
2.1. EUROTOX aims to foster toxicology, both scientifically and educationally, in all countries of Europe. 
This objective will be met by: 
2.2. Organizing in collaboration with the National Societies of Toxicology the annual EUROTOX Congress
2.3.  Encouraging and extending research in the field of toxicology in Europe
2.4. Establishing working groups to study the various scientific aspects of toxicology
2.5. Promoting a regular exchange of information bearing on toxicology by means of meetings, symposia, workshops and bulletins
2.6. Encouraging toxicology education at all levels in Europe 
2.7. Cooperating with other organizations and societies concerned with the science of toxicology
2.8. Publishing scientific and other relevant aspects of toxicology
2.9. Developing other activities which are pertinent to the science of toxicology
2.10. Members of EUROTOX and affiliated societies should realize the objectives in line with the code of ethics (Art. X)

Article X: Code of Ethics
•    Members of EUROTOX and affiliated societies should:
•    Conduct their work to the highest standards of objectivity and integrity.
•    Recognise their duty to communicate information concerning health, safety and toxicity in a timely and responsible manner with due regard for the significance and credibility of the available data. 
•    Be a thoughtful and responsible advocate for human, animal and environmental health, giving due consideration to the ethical, legal, social and policy implications of their research and communications.
•    Disclose all potential conflicts of interest. 
•    Avoid situations where material conflicts of interest are present.
•    Abstain from professional judgments that could be influenced by undisclosed conflict of interest.
•    Practice the highest standards of science to benefit society.
•    Observe the spirit as well as the letter of the laws, regulations and ethical standards in the conduct of research, in particular to the conduct of human and animal research.
Concerns regarding ethics violations should be referred in writing to the EUROTOX Secretary-General to be reviewed by the EUROTOX Executive Committee.

Article 3: Financial assets  
3.1. The assets of EUROTOX consist of and/or are derived from:
Capital in the form of securities and business deposits
Income from annual membership fees, publications, congresses, dividends and interest on investments
Other contributions, donations etc. not in conflict with the aims of EUROTOX as outlined in Art. 2

Article 4: Membership 
4.1. EUROTOX recognizes four types of members: Individuals, National Societies, Affiliated Society Members and Corporate members. 
4.2. All scientists interested in toxicology shall be eligible to apply for Individual Membership on the recommendation of two current EUROTOX Individual or Society members. 
4.3. All National Societies of Toxicology within Europe are eligible for National Society Membership. 
4.4. A National Society of Toxicology is defined as the primary Society concerned with toxicology in a particular country. The term Society within this context implies that the organization is nationally recognized and duly constituted in accordance with the common ordinances of other major scientific societies in the country concerned. 
4.5. If more than one National Society of Toxicology of one country applies for National Society Membership, the primary goals and fields of interest of each Society within that country must be distinctly different. 
4.6. Other scientific societies in Europe with a specialized interest in toxicology shall be eligible for Affiliated Society Membership. 
4.7. The decision to accept applications for Membership or Affiliated Membership of EUROTOX shall be taken by the Business Meeting on the basis of information supplied by the candidates to the Executive Committee.
4.8. EUROTOX recognizes Corporate Memberships. Corporate members are Industries and Institutions who wish to become member of EUROTOX and wish to contribute to EUROTOX and to support the EUROTOX activities. The EUROTOX EC decides regarding applications for corporate membership. The membership is established when a Corporate indicates its willingness to become a member, and is accepted by the EC. It will be effective as of the moment EUROTOX has received the yearly contribution in the number of units agreed upon. The membership will continue until either the member or EUROTOX finishes the membership. Corporate members will be listed on the Web site of EUROTOX and in the programme of EUROTOX congresses. Corporate members can propose Individual members (1 per unit cost of Corporate membership, with a maximum of 10) from their personnel. These IM’s have to fulfil the requirements for Individual Membership (4.2).

Article 5: Honorary Members 
5.1. Any person who has rendered distinguished service in the pursuit of the aims of EUROTOX as laid down in Art. 2. The Business Meeting may elect two Honorary Member after the Executive Committee has put forward his or her name. 
5.2. Honorary Members shall not be liable for the payment of the Individual Membership fee and may attend the annual congress without payment of a registration fee. Honorary Members have otherwise the same rights and duties as Individual Members. 

Article 6: Membership fee 
6.1. Individual Members pay an annual Membership fee, the amount of which is to be decided upon at the Business Council Meeting. 
6.2. National Societies and Affiliated Societies pay an annual Membership fee. The amount of the gross fee for these Members is based on the number of individual members they have, calculated from January 1, to cover the year ahead. The amount of the fee is to be decided upon at the Business Council Meeting with the proviso that the per capita fee charged to any Member Society will never exceed 10% of the fee for individual membership of that National or Affiliated Society. 
6.3. Any Society or Individual member that fails to pay the fee within two years of its falling due will forfeit the right to EUROTOX Membership.
6.4. Corporate members pay an annual fee in units. The amount of a unit is decided upon at the Business Council Meeting.

Article 7: Resignation 
7.1. Any Member wishing to resign from EUROTOX may do so by writing to the Secretary-General. Resignations have to be received before January 1 of the year of resignation. 

Article 8: Bodies of EUROTOX
8.1. The powers of EUROTOX are vested in the following bodies: 
•    The Business Council
•    The Executive Committee
•    The Auditors
•    The Nomination Committee
8.2. Only Members of EUROTOX may be appointed to one or more of these bodies. 

Article 9: Business Council 
9.1. The Business Council represents the Members, and shall comprise: 
•    One Delegate from each National Society of Toxicology comprising up to 300 individual members, and two Delegates from each National Society of Toxicology comprising 301 or more individual members (as counted per January 1 for the year ahead), to represent the Member Societies of EUROTOX; 
•    One Delegate for every 200 Individual Members or fraction thereof, to represent the Individual Members of EUROTOX (the number of these Delegates is to be calculated as follows: 1-200 Individual Members: 1 Delegate, 201-400 Individual Members: 2 Delegates, and so on). 
9.2. The Business Council shall be convened at least once a year and will be announced at least two months in advance. 
9.3. A special Business Council Meeting must be convened by the President if at least one-fifth of the Member Societies, or at least one fifth of the Individual Members, wish it. Any call must state in writing the business to be transacted. 
9.4. Anyone belonging to EUROTOX shall be entitled to be present and to speak at the Business Council Meeting. Voting power, however, rests only with the Delegates, with the exception detailed in Art. 12.2. 

Article10: Delegates 
10.1. The National Societies are responsible for the appointment of their Delegates. 
10.2. Individual Members shall propose candidates to serve as its own delegates. Delegates representing the Individual Members must themselves be Individual Members. Individual Members will carry out their own elections. Delegates are elected for a period of two years, with one possible re-election.
10.3. Each appointed Delegate has one vote. 
10.4. Delegates who are unable to attend a Business Council Meeting may empower another Delegate to vote in their place; however, no Delegate at a Business Council Meeting may vote on behalf of more than two other Delegates. The absent Member must give the Secretary-General prior notification of such a procedure in writing. 

Article 11: Functions of the Business Council 
11.1. The Business Council is competent to: 
•    Approve the minutes of previous Business Council Meetings
•    Decide upon organizers and locations of annual EUROTOX congresses 
•    Approve the annual statement of the account
•    Set the annual fees
•    Elect the Officers of the Executive Committee
•    Elect Honorary Members
•    Elect the Auditors
•    Admit and exclude Members
•    Elect the Nomination Committee
•    Change the Statutes
•    Approve the Operational Guidelines
•    Raise any question and prepare any recommendation that Members of EUROTOX wish to convey to the Business Council or the Executive Committee

11.2. Unless otherwise specified in these Statutes, resolutions at Business Council Meetings shall be passed on the basis of a simple majority of the votes cast.  In the event of a tie, the President (who has normally no voting power at Business Council Meetings) shall cast the deciding vote. 

Article12: Executive Committee 
12.1. The Executive Committee shall comprise at least seven and not more than eleven members: the President, the Vice-President, the Past-President, the Secretary-General, the Treasurer, and at least two other members. 
12.2. The Executive Committee shall be responsible for the conduct of the affairs of EUROTOX. The President, the Secretary-General, and the Treasurer shall represent EUROTOX in its dealings with third parties. 
12.3. Resolutions shall be passed by the Executive Committee at its meetings or by circulars on the basis of a majority vote. In case of a tie, the President shall have an additional vote. In meetings of the Executive Committee the presence of at least one half of the Executive Committee members is required to constitute a quorum. 
12.4. Members of the Executive Committee cannot act as Delegates at Business Council Meetings.

Article13: Election of the Executive Committee 
13.1. Officers of the Executive Committee shall be elected at the Business Council Meeting. The term of office for the President, Vice-President and Past-President is two years; re-election is not possible. The term of office for the other members of the Executive Committee is three years with one possible re-election. 
13.2. The Nomination Committee, according to the procedure outlined in Art. 1.8 proposes candidates for the Executive Committee office.

Article14: Functions of the Executive Committee 
14.1. The functions of the Executive Committee are to administer the affairs of EUROTOX in accordance with its Statutes and Operational Guidelines, such as: 
•    Propose organizers, locations, and topics of annual congresses of EUROTOX
•    Convene Business Council Meetings
•    Prepare reports for Business Council Meetings
•    Supervise elections
•    Draw up the annual accounts
•    Implement resolutions passed by the Business Council
•    Keep a register of the membership
•    Appointment of Corporate members
14.2. The President shall chair the Executive Committee meetings and the Business Council Meetings. 
14.3. The Vice-President shall be the President-elect. He/she replaces the President whenever necessary. 
14.4. The Secretary-General shall be responsible for taking the minutes at meetings and for keeping the list of Members up to date. He/she shall also deal with all matters affecting the administration of EUROTOX. 
14.5. The Treasurer shall administer the finances of EUROTOX. 

Article 15: Auditors 
15.1. Two Auditors shall be elected by the delegates attending the Business Council Meeting from among the EUROTOX Members upon proposal of the treasurer.
15.2.  The two auditors shall each hold office for a period of two years, with one possible re-election.  They shall not be replaced in the same year.

Article 16: Functions of the Auditors
16.1 The auditors shall study the financial records of the past year made available by the treasurer and decide whether these are a true reflection of the financial situation of EUROTOX in that year
16.2 The report of the auditors on the past financial year shall be made available at the next Business Council Meeting

Article 17: Nomination Committee 
17.1. The Nomination Committee shall comprise four members, including the Past-President, who will act as chairperson. 
17.2. The three other members shall be elected by the Business Council Meeting upon proposal by the Executive Committee of up to two candidates for each position. 
17.3. The Business Council can propose additional candidates. 
17.4. The members of the Nomination Committee will serve for three years. 

Article 18: Functions of the Nomination Committee 
18.1. The Nomination Committee is responsible for proposing candidates (up to two for each position) to hold office in the Executive Committee. They shall pay appropriate attention to a balanced geographical distribution of the proposed officers within Europe. Proposals shall be made known to the Secretary-General at least two months before the scheduled Business Council Meeting at which the election is to take place. 

Article 19: Changes of Statutes 
19.1. Any modification of the Statutes involving the rights and duties of Individual Members (Art. 4, pars 1 and 2; Art. 6, par. 1; Art.9, pars. 1, 3, and 4; Art.10, par. 2; Art. 18, par. 2) requires the approval of two-thirds of the Individual Members who cast votes in a ballot (the votes may be carried out by mail) prior to the approval of the Business Council according to par. 2 of this Article. In such situations both approvals are needed for a change in Statutes to become effective. 
19.2. Any other modification of the Statutes requires the approval of two-thirds of the votes cast at the Business Council Meeting. 

Article 20: Dissolution 
20.1. The dissolution of EUROTOX requires the approval of two-thirds of all Delegates. 
20.2. In the event of dissolution, the Executive Committee shall submit a resolution to the Business Council Meeting governing the allotment of the funds of EUROTOX. Under no circumstances, however, may these funds be distributed among the Members of EUROTOX.

Article 21: Operational Guidelines 
21.1. If necessary, detailed regulations concerning further EUROTOX activities shall be defined by a set of Operational Guidelines. Operational Guidelines are drafted by the Executive Committee and subject to approval of the Business Council. 

Article 22: Conflicts 
22.1. The Swiss Civil Code is to be applied in the settlement of any question not covered in these Statutes and the Operational Guidelines. 
________________________________________
-    Approved at the Business Meeting of the European Society of Toxicology and at the Council Meeting of the Federation of European Societies of Toxicology during the EUROTOX'88 Congress in Munich. 
-    Second revision approved by the Individual Members in spring 1996 and the Business Council Meeting of 24 September 1996, Alicante (Spain). 
-    Third revision approved by the Business Council Meeting of 17 September 2002, Budapest (Hungary)
-    Fourth revision approved by the Business Council Meeting of 13 September 2006, Dubrovnik/Cavtat (Croatia)
-    Fifth revision approved by the Individual Members Spring 2007 and BCM07 in Amsterdam (The Netherlands)
-    Sixth revision approved by the Individual Members Spring 2011 and BCM11 in Paris (France).
-    Seventh revision approved by the Individual Members Spring 2015 and BCM15 in Porto (Portugal).