European Academy of ORL & HNS

Name and Registered Office
1. The academy will be named
  
  European Academy of Otorhinolaryngolgy, Head and Neck Surgery (EAORL-HNS)/ Europäische Gesellschaft für Oto-Rhino-Laryngology, Kopf- und Halschirurgie
2. The registered office of the academy will be located in Vienna
  English will be the working language of the academy.
Purpose and Objectives
The academy will be a non-political, non-profit making organisation devoted to advancing science and research as well as education and life-long learning in the fields of otology, rhinology, laryngology and the related areas of plastic and reconstructive surgery, skull-base surgery, audiology, phoniatrics, paediatric otorhinolaryngology, surgical and medical oncology of the head and neck. The academy will be active in all European countries.
Activities Implementing the Objectives
The academy aims at implementing its objectives in particular by:
1. Organising and coordinating high-quality training and exchange programmes in line with the Charters of the European Union of Medical Specialists (UEMS), and in conjunction with the European Federation of Otorhinolaryngological Societies (EUFOS);
2. Harmonising and preparing information on various training courses, educational programmes, and other activities from organisations devoted to any of the fields stated in “Purpose and Objectives”;
3. Informing on and disseminating otorhinolaryngologial guidelines within Europe;
4. Intensifying and promoting co-operation between organisations at European and national levels, regarding research activities related to otorhinolaryngology and head and neck surgery;
5. Co-ordinating and supporting research and scholarship applications or other fundraising activities for research and continuing medical education relating to otorhinolaryngology and head and neck surgery;
6. Organising its own and supporting scientific events of other organisations,by promoting and supporting, in particular, conferences and courses which are affordable to trainees and fellows;
7. It will collaborate with the UEMS ORL Section and Board and the aforementioned organizations to
  1. assist in the distribution and use of a log book for ORL trainees
  2. encourage the principle of regular visitation of ORL-HNS Departments
  3. develop programmes for sub-specialty training in ORL-HNS
  4. develop an European Certification of ORL-HNS
Funding
The academy will be entitled to raise funds as follows:
1. Entry and membership fees;
2. Grants ;
3. Asset management;
4. Subsidies, collections, bequests, or other allocations.
Bodies of the Academy
The academy will have the following bodies:
1. General Assembly (GA)
2. Executive Committee (EC)
3. Auditors
4. Internal Court of Arbitration
Membership
1. The academy will have full members with voting rights; co-opted members and honorary members without voting rights.
2. Only such groups or subgroups of international European organisations with legal standing may become full members of the academy. They must be devoted to promoting education, and scientific and research activities in otorhinolaryngology and head and neck surgery. The following organisations are Founder Members
  with full memberships.
  - European Federation of Otorhinolaryngological Societies (EUFOS);
  - European Academy of Otology and Neurootology (EAONO);
  - European Rhinologic Society (ERS);
  - European Laryngological Society (ELS);
  - European Head and Neck Oncological Society (EHNS);
  - Section of Oto-Rhino-Laryngology of the European Union of Medical Specialists (UEMS).
3. Other European organisations have subsequently applied for full membership, e.g.
  - European Academy of Facial Plastic Surgery;
  - European Skull Base Society;
  - European Federation of Audiological Societies (EFAS);
  - European Sleep Medicine Association.
4. It is anticipated that others will also apply, e.g.
  - European Society of Pediatric Otorhinolaryngology (ESPO)
  - Associations of medical phoniatricians ; allergologists and immunologists.
  - Permanent Working Group.
5. Other organisations such as companies or non-European bodies devoted to any of the fields stated in “Purpose and Objectives”, may become co-opted members.
6. Honorary membership may be conferred on persons, who have endered special services to the academy.
7. Only full members will be eligible to vote in the academy’s (GA).
  Such members will be represented by ORL specialist delegates.
  1. EUFOS will be entitled to three delegates
  2. Founder members listed in 5.2 will be entitled to two delegates.
  3. Unless specifically entitled to send more delegates, all other full members will be entitled to one delegate.
Granting and Termination of Membership
1. The GA will decide on granting full and co-opted membership, following submissions to the Executive Committee (EC).
  Applications may be denied without giving reasons.
2. Honorary membership is conferred by the GA upon recommendation by the EC.
3. Members may resign at any time. The termination will take effect once such announcement has been received by the EC. Full membership fees will be due for the year in which the withdrawal is announced. Pro-rata fees will not be refundable.
4. The EC may expel members whose fees are 12 months in arrears. The EC may also expel members from the academy for other important reasons.
Rights and Duties of Members of the General Assembly (GA)
1. Members will be entitled to send their elected delegates, or their proxies to all academy events and to use all facilities provided by the academy.
2. Members will make efforts to promote the interests of the academy and avoid actions which might harm the reputation or the objectives of the academy.
3. Full and co-opted members will pay the entry and membership fees in due time as defined by the EC.
4. Members of the academy will, on request, receive a copy of these Bylaws from the EC. Furthermore, members will have all rights granted by law.
General Assembly (GA)
1. An ordinary GA will take place every other year.
2. An extraordinary GA may take place if so resolved by the EC or the ordinary GA. A GA will also be convened on request of at least 30 percent of the voting members of the academy or of the Auditors. Such request having to state the agenda to be discussed. Such GA must take place within 8 weeks following the receipt of such request by the EC.
3. Written notice of an ordinary or an extraordinary GA will be given to all members at least 6 weeks prior to the date of the Assembly. The agenda will be specified in the notice. A GA will be convened by the EC or, in cases stipulated by laws or these Bylaws, by the Auditors.
4. Members may file written requests to the GA by submitting them to the EC at least 4 weeks prior to the date of the GA.
5. Except for a decision on a motion to convene an extraordinary GA, valid decisions will only be taken on agenda items and on requests duly filed according to item 9.4.
6. Notice of an ordinary or extraordinary GA, requests to the GA, and information on such requests will be given in writing, by fax or by e-mail.
7. All members will be entitled to take part in a GA. Only full members will have a right to vote. This right to vote is exercised by the respective delegates. Each delegate will have one vote. If a delegate of a full member is prevented from attending, he/she will be entitled to assign his/her voting rights to another member of his/her organisation.
8. The GA will have a quorum if delegates and/or representatives of 50 percent of all voting members are present. If the GA has no quorum at the time the meeting is scheduled to start, it will start with a 30-minute delay. It will then have a quorum irrespective of the number of participants and will transact business according to the original agenda.
9. Elections and decisions of the GA are generally carried by a simple majority of votes cast. Abstentions will not be counted.
10. The President will preside at the GA. In the absence of the President, the GA will be chaired by the General Secretary. In absence of both President and General Secretary, the most senior EC member according to age will preside over a meeting.
Duties of the General Assembly (GA)
1. Hear and approve the EC’s report on the academy’s activities and financial accounts for the periods considered by the GA;
2. Hear and approve the academy’s revenue and expense statements drawn up by the EC, as well as the Auditors’ reports, for the periods considered by the GA;
3. Elect, appoint, and dismiss EC members and Auditors;
4. Approve legal transactions between the academy and EC members and/or Auditors;
5. Ratify the EC;
6. Grant and terminate honorary membership;
7. Vote on amendments to these Bylaws and the voluntary dissolution of the academy;
8. Deliberate and vote on other items on the agenda and on other business as may be presented to the GA by the EC.
The Executive Committee (EC)
1. The GA will elect the following EC members:
  1. President
  2. General Secretary
  3. Treasurer
  4. up to four Vice Presidents as representatives of the founding European ORL-HNS subspeciality organizations (EAONO, ERS, ELS, EHNS); (provided any of these representatives are not already holding the position of President, General Secretary or Treasurer)
  5. Two UEMS ORL Section representatives (provided either of these representatives are not already holding the position of President, General Secretary or Treasurer)
  6. Two EUFOS representatives (provided either of these representatives are not already holding the position of President, General Secretary or Treasurer)
  7. One PWG representative
  8. Invited co-opted members as representatives from other sub-specialty organizations or groups as required
  9. Candidates will be made known to the EC before at least 4 weeks prior to the GA.
2. Should one of the elected EC members resign from office, the EC will be entitled to co-opt another eligible member from the GA. Such action will require the subsequent approval of the next GA. Should the EC become totally incapacitated for failure of co-opting, or become unable to work for an undeterminable length of time, each of the Auditors will be obliged to immediately call an extraordinary GA to elect a new EC.
3. The EC member’s term of office will be 4 years. Presidents will not be eligible for re-election. All other EC members may be re-elected for up to 4 further years.
4. The EC will be convened verbally or in writing - per fax or per e-mail - by the President,or by the General Secretary. Should the General Secretary be unavailable for an unpredictable length of time, any of the other EC members may convene the EC.
5. The EC will have a quorum if all its members have been invited and at least 50 percent of them are present or respond by e-mail.
6. The EC will vote by simple majority, in case of a tie, the President will have the casting vote. In matters related to membership fees the decision must be unanimous.
7. EC meetings will be chaired by the President, or in his absence by the General Secretary. Should the latter also be prevented from attending, the oldest member present will chair the meeting.
8. An EC member’s function will cease upon his/her death or at the end of the term-of-office and also upon dismissal or withdrawal.
9. The GA may, at any time, dismiss the entire EC or individual EC members. Such dismissal should be followed by nomination of a new EC or EC member.
10. EC members may withdraw giving notice in writing at any time. Such declaration will be addressed to the EC; or in case of the withdrawal of the entire EC, to the GA. Should such withdrawal reduce the number of EC members to less than two, it will only take effect once successors have been elected or co-opted.
Duties of the Executive Committee (EC)
1. The EC will be the governing body of the academy. The EC will manage the business of the academy.
2. The EC will be responsible for all tasks not explicitly attributed to other bodies of the academy by these Bylaws. It will in particular be responsible for:
  1. Reporting to the GA on the activities and the financial management of the academy;
  2. Drawing up the academy’s revenue and expense statement and a balance sheet for the previous business year,which should be presented within the first five months of the next business year; and submitting these to the Auditors together with all information required;
  3. Preparing General Assemblies;
  4. Convening ordinary and extraordinary General Assemblies;
  5. Administering the academy’s assets. Determining entry fees and annual membership fees,which must be by unanimous decision.
  6. Accepting and dismissing academy members;
  7. Any other management duties.
3. The EC will be entitled to nominate a managing director and/or a secretary for the day-to-day business of the academy and to entrust him/her with setting up and managing the academy’s head office.
Special Duties of Individual Executive Committee (EC) Members
1. The President will have the sole power of representation for the academy. Legal transactions between the EC members and the academy will require the approval of the GA.
2. In situations of imminent danger, the President will be entitled to act on his/her own authority, in matters otherwise reserved for the GA or the EC; Such action will, however, require the subsequent approval by the body nominally in charge.
3. The President will preside at the GA and at EC meetings.
4. The General Secretary will support the President in conducting the business of the academy. He/She will be responsible for taking the minutes at the GA and at EC meetings.
5. The Treasurer will be responsible for duly managing the financial affairs of the academy.
The Auditors
1. The GA will elect two Auditors for a term of two years. Re-election will be permissible. The Auditors will not be members of any of the academy’s bodies – except for the GA – that are a subject matter of the audits.
2. The Auditors will audit all current financial transactions and the financial management of the academy and will report on their truth and fairness and the use of financial means as implied by these Bylaws. The EC will make available to the Auditors all required documents and information. The Auditors will report the results of their audits to the GA.
3. Legal transactions between the Auditors and the academy will require the approval of the GA. Points 11.9 to 11.11 will apply analogously to the Auditors.
Internal Court of Arbitration
1. Any dispute arising within the academy will be settled by the Internal Court of Arbitration, which is not a court of arbitration in terms of §§ 577 et seq. of the Austrian Code of Civil Procedure (ZPO).
2. The Internal Court of Arbitration will consist of three arbiters from within all of the full members. It will be set up as follows: One party to the dispute will nominate one arbiter and so inform the EC in writing. Within 7 days, the EC will then request the other party to the dispute to nominate another arbiter within 4 weeks. Within another 7 days, the EC will inform the so nominated arbiters to elect a third arbiter to chair the Internal Court of Arbitration. In case of a tie, the person to be selected is determined by lot. The members of the Internal Court of Arbitration will not be members of any of the academy’s bodies –except for the GA – the activities of which have caused the dispute.
3. The Internal Court of Arbitration will hear both parties and will decide by a simple majority of its members, who must all be present. It will decide to the best of its knowledge. Such decisions will be final as regards the academy’s internal affairs.
Dissolution of the Academy
1. To effect voluntary dissolution of the academy, these Bylaws will be rescinded by a two-thirds majority vote at a GA at which at least 50 percent of the full members are represented.
2. Provided the academy has assets, such GA will also vote on the liquidation of the academy. The GA will appoint a liquidator and decide on how to attribute the net assets remaining after all liabilities have been covered. In case of a dissolution, the assets of the academy will, if possible and permissible, be transferred to a non-profit organisation devoted to non-profit oriented objectives in accordance with §§ 34 et seq. of the Austrian Federal Fiscal Code, an organisation which preferably promotes research and science in any of the fields stated in “Purpose and Objectives”. The same will also apply if the preferential non-profit purpose of the academy ceased to exist.

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