Statutes and Finances
- Name and registered office
- General Meetings
- Amendments and dissolution
- Board of Directors
- Financial regulations
- Other regulations
The Statutes were adopted at the Annual General Meeting in Killarney, Ireland on 9 June 2005 and amended at the Annual General Meeting in Warsaw on 6 October 2011.
I. Name and Registered Office
Article 1 – Name of the association
This association is a non-profit association labelled: “Alzheimer Europe” and is subject to the law of 21 April 1928, amended by the law of 4 March 1994.
Article 2 – Registered office of the organisation
The registered office is situated at 2611 Luxembourg, 145 route de Thionville. It may be removed to any other address in Luxembourg on a decision of the Board of Directors alone.
Article 3 – Duration of the organisation
The association is founded without limit of time.
Article 4 – Rules and Regulations
For matters not included in these Statutes, the association establishes its own rules and regulations.
II. Aims of the Association
Article 5 – Principle of non-discrimination
The association shall be non-political and without religious or philosophical affiliation. Alzheimer Europe and its member organisations promote a policy of non-discrimination and welcome the participation of all, regardless of gender, racial or ethnic origin, religion or belief, disability, age or sexual orientation.
Article 6 – Aims
Alzheimer Europe is a voluntary organisation whose purpose is to enhance the dignity, respect and self-determination of the person with dementia and his/her family and other supporters throughout the course of the disease and to improve the quality of life, the care and treatment of people with dementia, their families and their carers through collaboration amongst its members.
The aims of Alzheimer Europe are:
- To represent the interests of people with dementia, their families and their carers towards the European institutions and the Council of Europe,
- To act as an interface for the exchange of information between Alzheimer Europe, national Alzheimer and dementia associations and European structures,
- To develop and defend consensual policy statements on European issues of interest to people with dementia, their families and their carers,
- To promote by co-operation the support of people with dementia and their carers;
- To raise the awareness of the general public, the medical profession, paramedical organisations, social services and the European Commission and European Parliament about Alzheimer’s disease and other forms of dementia;
- To develop models for improved care of people with dementia;
- To promote the training of personnel caring for people with dementia;
- To encourage and support research and the advance of knowledge into the cause, early diagnosis, treatment and prevention of Alzheimer’s disease and other forms of dementia;
- to promote world-wide co-operation with other organisations having the same or similar objectives and in particular Alzheimer’s Disease International.
Article 7 – Other activities
Alzheimer Europe may take any action which is directly or indirectly related to its aims.
III. Membership - Conditions of Admission - Disqualification
Article 8 – Full member organisations
The membership of Alzheimer Europe shall consist of national organisations of and for people with dementia, their families and their carers. Organisations may apply for full membership of Alzheimer Europe:
- which are non-profit organisations that are registered as such in their own country,
- whose main object is the support and care of people with dementia and their carers,
- which are willing to co-operate with other organisations within Alzheimer Europe,
- which are independent of governments, political parties and economic pressure groups
- which are acting within the voluntary sector.
Furthermore, full member organisations of Alzheimer Europe shall abide by the following principles:
- Inclusion: People with dementia, their families and their carers shall be adequately represented in the governing bodies of full member organisations
- Transparency: Full member organisations shall disclose their sources of funding and make available annually their audited financial accounts.
In principle, a country will be represented by only one full member organisation. Nevertheless, under exceptional circumstances laid down in the rules and regulations, a country can be represented by more than one full member organisation.
Full membership is open to organisations which are established in a country covered by the World Health’s Organisation’s definition of Europe, Cyprus or Liechtenstein.
Article 9 – Provisional Members
Organisations which have applied for full membership and do not fulfil all the criteria for full membership may be granted provisional membership as laid down in the rules and regulations.
Article 10 – Procedure for admitting new members
Each candidate for admission shall submit to the Board of Directors an application for membership. The rules and regulations of the association determine which documents will have to be submitted with the application. Such application shall be placed before the next meeting of the Board for consideration.
Any candidate for membership may be admitted on the recommendation by the Board, by a two thirds majority vote of the full members present or represented at a General Meeting of the members of the association. The decisions of the General Meeting need not be justified and cannot be challenged. Any application which has been rejected may be re-submitted.
Article 11 – Membership fees
The membership fee shall be determined annually at the General Meeting. Members are committed only to payment of this fee.
Membership fees are payable on 31 March of each year. If any member has not paid the membership fees for the current year beginning by the time of the General Meeting, the right of any such defaulting member to vote by delegate or proxy shall be suspended.
Any member remaining in arrears on 31 December in the relevant year shall cease to be a member of Alzheimer Europe except by special decision by the Board.
Article 12 – Termination of membership
Membership may be terminated:
- Voluntarily by any member giving three months’ notice;
- Automatically if a member has not paid its membership fee in due time having received notice three months’ prior to the disqualification date;
- By a General Meeting of the members of the association if a member contravenes these statutes or no longer meets the conditions laid down in Article 8.
Any such decision of the General Meeting must be made by a two thirds majority vote of the full members present or represented.
Any member which has resigned or been disqualified shall not be entitled to any repayment of membership fees.
IV. General Meetings
Article 13 - Notice of meetings
A General Meeting of the association shall take place annually. The place, date and time of the meeting shall be determined by the Board. Notice of meetings shall be sent at least 30 days prior to the date of the meeting. The notice shall include the agenda for the meeting and a call for proxies, where required. Items for inclusion on the agenda shall be so included with the approval of a simple majority of the members of the Board. Items for inclusion proposed by two or more members of the association shall be included if submitted in writing and received prior to the deadline.
An Extraordinary General Meeting of the association shall be convened on the written request of one fifth of the full members of the association. Notice of such meeting shall be sent at least 30 days prior to the date of the meeting and shall state the reason for the meeting being called.
Article 14 - Voting rights
The full members in general meeting constitute the governing body of the association. The Chairperson of the Board or in his/her absence another office bearer shall preside over the meeting. Each full member, which has paid its membership fee and which solely represents its country shall have one vote. Where more than one full member represent a country, these full members share the vote of that country as determined in the rules and regulations of the association. Provisional members may be represented at General Meetings, but have no vote.
Article 15 - Powers of full members
The full members in general meeting shall have power to:
- agree the general policy of the association
- elect the Chairperson, Vice-Chairperson, Secretary and Treasurer and the other members of the Board of Directors
- endorse budgets, adopt accounts and appoint auditors
- conduct any business which has been duly notified.
- adopt and amend the rules and regulations of the association
- fix the membership fees of full and provisional members
- disqualify members in accordance with article 12 8. amend these statutes in accordance with article 18
- dissolve the association voluntarily in accordance with article 19.
Article 16 - Proxies and quorum
Full members of the association may be represented at a General Meeting by any other full member of the association which must be the bearer of a written proxy.
The Chairperson is the sole judge of the validity of a proxy and his (or her) decision shall be final and binding. Decisions of a General Meeting shall be valid only when half or more of the full members are present or represented by proxy.
Article 17 - Decisions and minutes
Unless otherwise stipulated in these statutes, decisions shall be made by a simple majority of votes. If there is a tie, the Chairperson has a casting vote.
The minutes of the General Meeting shall be approved at the next General Meeting and signed by the Chairperson. The signed minutes shall be kept at the registered office of the association where they may be consulted by members.
V. Amendment of the Statutes - Dissolution of the Association
Article 18 - Amendment of the statutes
Any proposal to amend these statutes or to dissolve the association must originate with the Board of Directors or at least half the members of the association.
The Board shall inform all members in writing of the proposals to be discussed no less than 30 days before the General Meeting convened for either of the above purposes. For these decisions, the General Meeting may only make a valid decision if not less than two thirds of the full members are present or represented by proxy. A decision may only be reached with a majority of not less than two thirds of the votes cast.
Article 19 - Dissolution of the association
In the case of the dissolution of the association the General Meeting shall appoint a liquidator, determine his powers and decide how the net assets of the association shall be distributed, taking into account that any beneficiary must have aims the same as or similar to those of the association.
VI. Board of Directors
Article 20 - Composition
The Board of Directors shall be comprised of the office bearers, as well as up to seven further members directly elected by a General Meeting.The Chair of the European Working Group of People with Dementia is an ex-officio member of the Board of Directors. All directors must be members of full member organisations of Alzheimer Europe.
Article 21 - Election and nomination of candidates
Members of the Board of Directors are elected by a General Meeting for two years. No country can be represented by more than one Director. The following procedure applies:
- Two months before an Annual General Meeting at which elections to the Board of Directors will take place, the Executive Director sends an application form to all full members asking for candidates.
- The chairperson (or president) of the full member organisations is solely entitled to put forward a candidate and must return the signed application form no later than 28 days before the Annual General Meeting.
- Each application form shall also be signed by the proposed candidate who shall declare his/her willingness to take on the position if elected.
- Only one candidate can be put forward from each country.
The application form for candidates to the Board of Directors constitutes an Appendix to these Rules and Regulations.
Article 22 - Confirmation of candidates without formal elections
- Before any election to the Board of Directors, the Annual General Meeting declares the number of vacancies to be filled.
- If there is only one candidate for any of the office bearers, that candidate is deemed elected for the position in question, unless more than a quarter of members present or represented ask for a secret ballot.
- If there are the same number of candidates as there are vacancies for the remaining posts on the Board, these candidates are elected, unless more than a quarter of members present or represented ask for a secret ballot.
Article 23 - Secret ballots
A secret ballot takes place, if
- there are more candidates than vacancies,
- more than a quarter of members present or represented so request.
For a secret ballot, the following procedure applies:
- Each member country represented in AE has as many votes as there are vacancies.
- Any ballot paper with more votes than there are vacancies is void.
- The ballot papers will be counted by the Executive Director assisted by two members of the Annual General Meeting who are not themselves candidates for election.
- The ballot papers will be counted in the following order: Chairperson, Vice-Chairperson, Secretary and Treasurer.
- A list of the votes each candidate has received will be drawn up and read to the Annual General Meeting.
Article 24 - Election of the office bearers
- For the elections of Chairperson, Vice-Chairperson, Secretary or Treasurer, that candidate is elected who has received the most votes.
- If there is a tie between candidates, a second ballot between these candidates takes place. Should this vote lead to a second tie, a draw will decide which one of the candidates is elected.
- If there is only one candidate for any of the office bearers and a secret ballot has been requested, the candidate is only elected if he/she receives more than half of the votes. Should this not be the case, the General Meeting shall be adjourned for at least an hour. Full members may propose other candidates for the vacant position when the General Meeting reconvenes. Full members may not nominate an already elected member of the Executive Committee to this position. If an already elected Board member is elected to the vacant position of the Executive Committee, his/her position on the Board shall remain vacant until the next election unless filled by co-option.
Article 25 - Election of other members of the Board
- Elected to the Board are those members who have received the most votes up to the number of seats declared vacant by the Annual General Meeting.
- If there is a tie for the last place, a second ballot between these candidates takes place. Should this vote lead to a second tie, a draw will decide which one of the candidates is elected.
- If there are as many candidates as vacancies and a secret ballot has been requested, only those candidates will be elected who have received more than half of the votes. Positions on the Board which are not filled due to this process shall remain vacant until the next election.
Article 26 - Termination and suspension of a Director's appointment
The appointment of a Director may be terminated
- if a director is no longer a member of a national member organisation of Alzheimer Europe,
- if a director fails to attend three consecutive Board meetings,
by the Board of Directors, if a Director has contravened the conflict of interest policy of the organisation following the procedure set out in the Rules and Regulations:
by the General Meeting by the decision of not less than two thirds of the full members present or represented following the procedure set out in the rules and regulations of the organisation.
In emergency cases, the Board of Directors may suspend a Director with a two-thirds majority pending a decision of the next General Meeting.
A replacement for a vacant post of a director may be co-opted by the Board, pending the next General Meeting of the members.
Article 27 - Meetings
The Board of Directors shall meet at least twice a year. The meeting shall be convened by special notice from the Chairperson, the secretary or the Executive Director.
Article 28 - Powers
The Board shall exercise all policy and administrative powers, as determined by a General Meeting. The Board may delegate any of its functions to a sub-committee or working group.
The Board shall consider all requests submitted by the members of the association. The Board shall prepare a budget and determine the priorities of the association for the consideration and approval of a General Meeting. All contracts to be signed and all financial transactions to be approved on behalf of the association shall be signed or approved by the Chairperson and one other director. Nevertheless, a proxy signed by half or more of the members of the Board of Directors may entitle one of its members or an appointed executive director to sign on behalf of the association. All legal actions shall be followed up by the Board of Directors, who may delegate the responsibility to any director or other qualified representative.
Article 29 - Proxies and quorum
The Board may make valid decisions if half of its members are present or represented.
Directors may be represented at meetings by any other Director who must be the bearer of a written proxy. The Chair of the European Working Group of People with Dementia may be represented by another member of the Working Group.
The Chairperson is the sole judge of the validity of a proxy and his (or her) decision shall be final and binding. The decision of the Board shall be made by a simple majority of the votes of those present or represented. In the case of a tied vote, the Chairperson shall have a casting vote.
VII. Financial Regulations
Article 30 - Budgets and accounts
The financial year shall close on December 31. The Annual General Meeting shall appoint an auditor to examine and verify the accounts. The accounts shall be available for perusal to all members at the registered office and shall be made available to the public. Every year, the Board of Directors shall submit the accounts to the General Meeting for approval. At the same time the budget for the current year shall be submitted for endorsement.
Article 31 - Gifts and loans
The association may receive gifts and loans, on the condition that these do not violate its independence and its rights to determine its priorities.
VIII. Other Regulations
Article 32 – Executive Director
The Board of Directors may appoint an Executive Director. The Executive Director will not be regarded as representing a member organisation and will not be entitled to vote. He/She shall attend all meetings of the Board of Directors. The duties of the Executive Director will be stated in a job description agreed by the Board of Directors.
Article 33 – Decisions without face-to-face meetings
For the purpose of these statutes, telephone or audio-visual conferences are considered as meetings of the Board and its sub-committees at which valid decisions may be taken as long as all other statutory requirements for notice of meetings and quorums are met. General Meetings are excluded from this procedure.
Article 34 – Voting procedures without formal meetings
When it is deemed impractical by the Board of Directors to convene a General Meeting, a meeting of the Board or one of its sub-committees, the members of the respective meeting may be asked to vote by mail, fax or by e-mail. Any such decisions will only be valid as long as the statutory requirements for notice and quorums are met.
Art. 35 – European Working Group of People with Dementia
Alzheimer Europe will set up a European Working Group of People with Dementia comprised of people with dementia nominated by the member organisations of Alzheimer Europe. The composition and terms of reference of this Working Group will be determined in the Rules and Regulations of the organisation.
Last Updated: jeudi 15 mars 2012