The statutes of Modernet
I. NAME, REGISTERED OFFICES, PURPOSE, DURATION
There is hereby established an international non-profit association with scientific and educational aims under the name “Modernet” .
The association is established for an indefinite duration.
The registered offices of Modernet are currently located at the KULeuven, Centre for Environment and Health, Kapucijnenvoer 35/5, 3000 Leuven, Belgium.
The registered offices can be transferred to any other place by ordinary decision of the Council.
Article 3 – objectives
The objectives of Modernet, excluding all for-profit aims, are:
- To maintain a network for exchange of knowledge on, and setting the basis for comparative evaluation and development of new techniques to enhance the information on trends in ODs, on discovering and validating new OH risks more quickly (data mining, workers’ and physicians’ reporting coupled with novel statistical techniques)
- To organize an international congress every year in one of its member states.
Article 4 – Members
Modernet is an international membership association, in which members are individual persons – involved in work or dedicated to research into the objectives of Modernet.
Section 1. Classes of Members
The organization shall have three (3) classes of members designated as “Professional,” “Emeritus,” and “Student”.
Professional Membership: any person involved in work dedicated to the objectives of Modernet. Each Professional Member shall pay annual dues as established in accordance with these statutes. Each Professional Member shall have one (1) vote on all matters on which members are entitled to vote, and shall be eligible to hold office.
Emeritus Membership: any person who formerly who was formerly involved in work dedicated to the objectives of Modernet, who is currently retired and not employed on a full-time basis. Each Emeritus Member shall pay annual dues as established in accordance with these statutes. Each Emeritus Member shall have one (1) vote on all matters on which members are entitled to vote, and shall be eligible to hold office.
Membership: any person enrolled in a higher education program who has an
interest in promoting the purpose of the organization as set forth in these
statutes. Each Student Member shall pay annual dues as established in
accordance with these statutes.
Each Student Member shall have one (1) vote on all matters on which members are entitled to vote, and shall be eligible to hold office
Section 2. Eligibility for Membership
Any person who shall, upon application, show active employment, affiliation or matriculation, and provide payment of dues, may become a member of the appropriate class.
Section 3. Voting Rights
Each Professional, Emeritus member and Student member shall be entitled to one (1) vote on each matter submitted to a vote of the members.
Section 4. Termination of Membership
Any member who fails to pay the required dues within sixty (60) days of the due date as established by the Executive Board (EB) shall be automatically suspended until the dues are paid. Membership may be terminated by resolution of the EB adopted at any regular or special meeting, after a minimum of sixty (60) days of suspension. The EB may, by two-thirds (2/3) majority resolution of the entire EB, and after appropriate hearing, suspend or expel a member for cause.
Section 5. Resignation
Any member may voluntarily terminate membership at any time, by written resolution delivered to the Secretary, but such resignation shall not relieve the resigning member of any obligation for dues, assessments or other charges theretofore accrued but unpaid.
Section 6. Reinstatement
Any member who has been terminated may, upon written request to the Secretary and by the affirmative vote of two-thirds (2/3) of the members of the EB, be reinstated upon such terms as the EB may deem appropriate.
Article 5 – Council
All voting members constitute the Council, beings the main body of Modernet.
The Council can
- admit and exclude members;
- choose or elect the Executive Board
- approve the accounts and budgets
- amend and adopt the Statutes
- dissolve Modernet and allocate its assets after settlement of debts.
- take all decisions and measures not provided for by statute.
Article 6. Meetings
Section 1. Annual Meetings
At least one annual meeting of the Members shall be held for the purpose of electing/announcing elected officers of the Organization and for the transaction of such other business as may come before the meeting. The Executive Board shall by resolution determine the date, time, and place of such meeting, and shall give notice thereof as set forth below. If the election of officers shall not be held on the day appointed for an annual meeting, or at any adjournment thereof, Executive Board shall cause the election to be held at a special meeting of the members or by mail, or electronic means.
Section 2. Special Meetings
Special meetings of the members may be called by the Chair, by resolution of the Executive Board, or by the written request of at least ten-percent (10%) of the members entitled to vote.
Section 3. Place of Meeting
The Executive Board shall designate the place of all annual meetings and of any special meeting. If a special meeting shall be otherwise called, the place of meeting shall be designated by the person or persons calling the meeting, and specified in the notice thereof.
Section 4. Quorum
The presence of one-fourth (1/4) of voting members shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, no official business may be conducted.
Section 5. Proxies
Proxy voting shall not be allowed.
Section 6. Manner of Action
A majority of votes by the members present at a meeting shall be necessary for the adoption of the matter to be voted upon, unless a greater proportion is required by law or by these statutes.
Section 7a. Mail or Electronic Voting
The election required by Article 5, Section 1 here above may be conducted by mail or electronic means in such a manner as the Executive Board shall determine. Election shall be a majority of votes, provided that at least one-fourth (1/4) of the members entitled to vote shall cast a vote.
Section 7b. Mail or Electronic Voting – Amendments
Where a mail vote or electronic vote is sought for amendment of these statutes, approval of any amendments, alteration, revocation of statutes or adoption of any additional article shall be by majority of those responding, provided that at least one-fourth (1/4) of the members entitled to vote shall cast vote.
Article 7. Executive Board Members
The Council shall choose or elect an Executive Board. The Executive Board is authorized to take decisions within the competence of the Council. The Council must be informed of these decisions as soon as possible and approve no later than the next Council meeting.
The Chair of the Council is responsible for the strategy by which the Council meets its responsibilities, as set out in the statutes, during his/her term of office. The Chair must produce a report at the end of his/her term.
Section 1. Board Members
The Board Members of the organization shall consist of a Chair, a Vice-Chair, a Secretary, and a Treasurer who shall be elected by vote of the members. The Immediate Past Chair, shall participate in the Executive Board in the year following his/her tenure as Chair. The Local Organizer of the Annual meeting will also participate in the Executive Board.
Section 2. Election and Term of Office
The Chair and Vice-Chair shall be elected annually by the members. The Treasurer and Secretary shall be elected biennially by the members. The election of Board Members shall be held in accordance with Article 5. The terms of the Chair, Vice-Chair, Secretary, and Treasurer shall run until the beginning of the new fiscal year, or until their successors are duly elected and qualified.
Section 3. Eligibility
No person shall be a member-elected Board Member who is not a member of the Organization. The Board Members shall remain Modernet member in good standing throughout their term(s) of office.
Section 5. Removal
Any Board Member elected by the members may be removed, by majority vote of the members at a special meeting called for that purpose. If a meeting is called for the removal of a member-elected Board Member, the notice of such meeting shall so state and shall state the cause(s) for such removal. Removal of any officer elected or appointed by the Executive Board may be removed by the Executive Board whenever in its judgment the best interests of the Organization would be served thereby.
Section 6. Vacancies
In the event of a vacancy in the office of Chair, the Vice-Chair shall assume the duties of Chair. In the event of a vacancy in the office of both the Chair and the Vice-Chair, the members shall elect both by mail or electronic means by the membership. Any vacancy in any other office because of death, resignation, removal, disqualification, or otherwise, may be filled by selection and majority vote by the Executive Board for the unexpired portion of the term.
Section 7. Chair
The Chair shall be the principal executive officer of the Organization and shall in general supervise and control all of the business and affairs of the Organization. The Chair shall preside at the meetings of the members and of the Executive Board and may sign with the Secretary or any other proper officer of the Organization authorized by the Executive Board, any legal document which the Executive Board has authorized and in general shall perform all duties incident to the office of Chair and such other duties as may be prescribed by the Executive Board from time to time. The Chair shall vote only when necessary to break a tie in a Board decision. The Chair shall become the Immediate Past Chair upon the completion of his/her term of office. If the Chair cannot represent the organization, the Vice-Chair, or the Immediate Past Chair shall serve as the representative.
Section 8. Vice-Chair
In the absence of the Chair or in the event of an inability or refusal to act, the Vice-Chair shall perform the duties of the Chair, and, when so acting, shall have all powers of and be subject to, all the restrictions upon the Chair, without prejudice to his or her subsequent term of office.
Section 9. Immediate Past Chair
The Immediate Past Chair shall act in the absence of the Chair and Vice-Chair, and shall assume responsibility for Board orientation.
Section 10. Treasurer
The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Organization; receive any receipts for moneys due and payable to the Organization from any source whatsoever, and deposit all such money in the name of the Organization in the bank account of the Organization; and in general perform all the duties incident to the office of Treasurer. The Treasurer shall have responsibility for disbursing all funds of the Organization, under policies approved by the Executive Board or the members, and shall authorize all disbursements in writing, in advance, or shall disburse upon the written direction of the Chair or other designated executive officer. The Treasurer shall keep adequate and appropriate records of receipts and disbursements, and shall submit an annual report to the Executive Board, and to the Council and the members, reflecting the most recent period’s financial activities. The Treasurer shall serve as ex-officio member of any committee where financial oversight and consultation are appropriate.
Section 11. Secretary
The Secretary shall keep the minutes of all meetings of the members and the Executive Board in one or more formats; assure that all notices are duly given in accordance with the provisions of the statutes or as required by law. The Secretary shall distribute minutes of the meetings to the Council in a timely fashion. Unless specific duties are assigned to special committees, the Secretary will be responsible for all official correspondence of the Organization.
Section 12. Local Organizer
The Local Organizer is responsible for the planning and implementation of the annual conference. The Local Organizer shall identify other Modernet members to serve on the conference organizing committee.
Section 16. Nomination of Board Members – Election Procedure
The Executive Board shall poll the membership for the names of possible candidates to be placed on the nomination ballot for the positions of Vice-Chair, Secretary and Treasurer, and, when applicable, Chair.
Article 8. Executive Board Tasks
Section 1. General Powers
The affairs of the Organization shall be managed by its Executive Board, except for functions and powers reserved to the members.
Section 2. Number, Tenure, and Qualifications
The Executive Board shall consist of the Chair, the Vice-Chair, the Secretary, the Treasurer, the Immediate Past Chair, and the Local Organizer. Each member of the Board shall hold office during his/her term of office as an officer, or, in the case of the Immediate Past Chair, until the term of the next Chair begins, or in accordance with Article 5, Section 6.
Section 3. Regular Meeting
A regular meeting of the Executive Board shall be held without other notice than this By-law, immediately prior to, and in the same place as, the annual meeting of members. At such meeting, the Board shall by resolution designate the time and place of the first meeting of the incoming Executive Board. The Executive Board may provide, by resolution, the time and place, for the holding of additional regular meetings of the Board without other notice than such resolution.
Section 4. Special Meetings
Special Meetings of the Executive Board may be called by the Chair or by any two or more members of the Board. The person or persons authorized to call special meetings of the Board may fix any place, as the place for holding any special meeting of the Board.
Section 5. Quorum
A majority of the members of the Executive Board shall constitute a quorum for the transaction of business at any regular or special meeting of the Board; but if less than a majority are present at said meeting, a majority of the board members present may adjourn the meeting without further notice.
Section 6. Vacancies
Any vacancy occurring in the Executive Board may be filled by the affirmative vote of the majority of the remaining Board members. A board member elected to fill a vacancy shall serve for the unexpired term of the predecessor in office, or if there is no predecessor, for such term as shall be stated by the remaining members of the board.
Section 7. Compensation
Board members as such shall not receive any stated salaries for their service unless approved per amendment, per a specified period of time, by the membership. The cost of attending regular meetings should be incurred by Board members as it is by regular members. The Executive Board may reimburse board members/committee members, with prior approval, for actual, reasonable expenses incurred on official Organization business.
Section 8. Informal Action by Members of the Board
Any action required or permitted to be taken at a meeting of members of the Board may be taken without a meeting if consent in writing, setting forth the action so taken, shall be agreed upon by a majority of the members of the Board.
Section 9. Teleconferenced Meetings
A board member may attend any meeting of the Board by any means of telecommunication that will permit such member to hear, and be heard, by all other board members present at the meeting.
Article 9 – Finances
The financial year begins on 1 January and ends on 31 December.
The Executive Board is required to submit the accounts for the preceding financial year and the draft budget for the upcoming financial year. The Treasurer shall provide a report once a year in the month April
The Treasurer will not allow the account to go into deficit.
The Council will decide who is to have access to the bank account, at the time the Executive Board is selected. Whoever is selected, no-one may withdraw money from the account without the agreement of the Treasurer.
Article 10- Dues
Section 1. Annual Dues
The members shall determine from time to time the amount of the dues payable to the Organization by members of each class. Such determination shall be by a resolution approved by a majority of members present and voting at a duly called meeting, or by a majority of those responding by mail, or electronic means provided that at least one fourth (1/4) of the members eligible to vote shall respond. Notice of any proposal to increase the dues of any class shall be given to the members at least thirty (30) days before any meeting at which such proposal shall be presented, or before ballots are solicited by mail or electronic means.
Section 1a. Payment of Dues
The Executive Board shall determine by resolution the date on which dues shall be payable.
Section 1b. Default and Termination of Membership
When any member of any class shall be in default in the payment of dues for more than sixty (60) days, such member shall be subject to suspension and termination as provided in Article 3.
Article 10– Liquidation
The Council shall set the winding-up and liquidation procedure for Modernet
Following liquidation, any net assets shall be designated to one or several non-profit association/s that promote/s health or to an international philanthropic organization. This/these association/s shall be designated by the Council.