Adopted at Annual General Meeting in Killarney, Ireland on 9 June 2005 and amended at Annual General Meeting in Warsaw, Poland on 6 October 2011 and Annual General Meeting in Copenhagen, Denmark on 31 October 2016
Article 1 – Scope of Rules and Regulations
These Rules and Regulations are established in accordance with Article 4 of the Statutes of Alzheimer Europe (AE) which states that “for matters not included in these Statutes, the association establishes its own Rules and Regulations.”
Article 2 – Application for membership
As described in Article 10 of the Statutes of AE, each candidate for admission shall submit to the Board of Directors an application for membership.
The applicant organisation will receive the official application form from the Executive Director and will return it duly completed and signed.
With the application form, the applicant association shall send a copy of its statutes and its latest annual and financial reports, as well as proof of its non-profit status.
The official application form constitutes an Appendix to these Rules and Regulations.
Article 3 – Exceptional circumstances for representation of a country by more than one full member
As described in Article 8 of the Statutes of AE, a country will be represented by only one full member organisation. Under exceptional circumstances, a country may be represented by more than one full member organisation.
These exceptional circumstances are as follows:
- The organisations were full members of Alzheimer Europe prior to the change of Statutes.
- The organisations are covering separate areas of a country, which can be clearly defined and are recognised as such in national law.
If neither of these circumstances is met, applicant organisations from a country already represented by a full member can only be accepted, if the additional exceptional circumstances are met:
· The organisation is a national association which complies with ALL requirements for full membership and, after evaluation of its membership and activities, is of comparable size or bigger than the existing full member organisation.
Article 4 – Provisional Membership
- As described in Article 9 of the Statutes of AE, organisations which have applied for full membership and who do not fulfil all the criteria for full membership may be granted provisional membership.
- Provisional membership may be granted in particular, if an organisation does not yet cover the full territory of the country in which it is established. Nevertheless, provisional members are also required to abide by the principles of inclusion and transparency, as set out in Article 8 of the AE Statutes.
- Any organisation complying with the criteria above may be admitted by a simple majority of members present or represented at an Annual General Meeting.
- On a yearly basis, the Annual General Meeting will examine the evolution of provisional members and may grant full membership to these organisations following the procedure set out in Article 10 of the AE Statutes.
- Provisional membership may be revoked by a simple majority of members present or represented at an Annual General Meeting.
- The membership fees of provisional members shall be determined annually by an Annual General Meeting.
Article 5 – Associate Status
The Board of Alzheimer Europe may grant associate status to:
- European or national organisations of professionals working in the field of care and treatment for people with dementia
- European or national organisations or institutes which work in the field of Alzheimer’s disease and related disorders
Commercial organisations or companies may not be awarded associate status, as this is exclusively reserved for not-for-profit organisations.
The Board shall consult the full member organisation which represents the country of the organisation for which an associate status decision has to be made. If the full member organisation objects to the proposed decision, a final decision can only be made by the Annual General Meeting on a proposal by the Board.
The Annual General Meeting shall determine annually the fees for associates.
An appendix to the Rules and Regulations shall specify the rights and obligations of associates.
II. Representation of full member organisations
Article 6 - Countries represented by one full member
- As set out in Article 14 of the Statutes of AE, each full member, which has paid its membership fee shall have one vote.
- Each organisation will inform the Executive Director of AE in writing of the name of its representative at least two weeks before the Annual General Meeting.
III. Conflict of Interest Policy
Article 8 - Principles
In all their activities, members of the Alzheimer Europe Board and staff members will adhere to the principle of transparency and declare any potential conflicts of interests.
Article 9 - Declarations of interests
Board members and staff members are required to declare all interests. Similarly, candidates to the Board shall fill in a declaration of interests together with their nomination form.
Members of the Expert Advisory Panel will be required to declare any relevant interests when responding to requests by Alzheimer Europe.
In a declaration of interests, they shall list:
- All other organisations they are members of, which could give rise to a conflict of interest,
- All projects and activities they are involved in, which could give rise to a conflict of interest,
- All personal circumstances, which could give rise to a conflict of interest,
- All financial, commercial or business interests they or a close member of their family (spouse, children, parents) have, which could give rise to a conflict of interest,
- All contacts with pharmaceutical companies, which could give rise to a conflict of interest.
- All governmental positions (paid or unpaid) they have, which could give rise to a conflict of interest.
Such declarations of interests should be updated every time new circumstances warrant it.
Article 10 - Procedure for disclosed conflicts of interest
When agenda items arise, where Board or staff members have a potential conflict of interest, Board or staff members need to declare such a conflict in advance. Also, a Board or staff member may raise the issue of a potential conflict of interest of another Board or staff member for any agenda item.
The Board shall assess any potential conflict of interest and will ask those Board or staff members to leave the room for the duration of the discussions. The Board will take its decisions with a simple majority and its decisions are final. All such decisions will be minuted.
The Board may decide that:
a) There is no conflict of interest warranting any remedy and the meeting will continue in the presence of the Board member who disclosed the potential conflict of interest.
b) There is a conflict of interest and the meeting will continue in the absence of the Board or staff members in question for the duration of the agenda item. Furthermore, Board members may not take part in any votes relating to the agenda item in question.
Article 11 - Procedure for non-disclosed conflicts of interest
If Board or staff members fail to declare their interests who become apparent later, the Board shall meet in order to discuss the consequences to be given to such non-disclosure. The Board or staff member in question may be asked to participate in part of the meeting in order to answer any questions the Board may have. The deliberations on possible consequences will be done in the absence of the Board member in question.
In such cases, the Board may decide on a course of action and, depending on the gravity of the non-disclosure, may:
- Void any decisions taken which may have been affected by the non-disclosure,
- Disqualify the Board member or
- Take any other legal or disciplinary actions necessary.
Decisions to void decisions affected by a non-disclosed conflict of interest are taken by simple majority, but decisions to disqualify a Board member require a two thirds majority of Board members present or represented. All such decisions are minuted and may be forwarded to all member organisations for information on a decision by the Board.
IV. Termination of a director’s appointment
Article 12 – Procedure for automatic termination
As stated in Article 26 of the Statutes of AE, the appointment of a director may be automatically terminated, if the director is no longer a member of a national member organisation of AE or if a director fails to attend three consecutive meetings.
For such cases, the following procedure applies:
- If a full member organisation informs the Board of Directors in writing that an AE Director is no longer a member of their organisation, the Director in question is informed in writing about the termination of his/her appointment.
- At the third consecutive meeting which a Director has failed to attend, this fact is minuted and the Director is informed in writing about the termination of his/her appointment.
Article 13 – Procedure for the termination of a director’s appointment by the Board of Directors
As stated in Article 26 of the Statutes of AE, the appointment of a director may be terminated by the Board of Directors, if he/she has contravened the conflict of interest policy of the organisation.
Any such decision shall be made by a two-thirds majority of the Board.
Article 14 – Procedure for the suspension of a director’s appointment by the Board of Directors
As stated in Article 26 of the Statutes of AE, the appointment of a director may be suspended by the Board of Directors in emergency cases.
For such cases, the following procedure applies:
· The Board of Directors may suspend a director’s appointment by a two-thirds majority in case the Board feels that the continued presence of the director in question may jeopardise the good functioning of the organisation. The suspended Director may no longer participate in meetings.
· The decision of the Board will be circulated to all full member organisations at least one month before the General Meeting and the item will be included in the agenda of the meeting.
· The Annual General Meeting may fully revoke a Director’s appointment in those cases by a two-thirds majority of members present or represented.
Article 15 – Procedure for termination of a director’s appointment by the General Meeting
As stated in Article 26 of the Statutes of AE, the appointment of a director may be terminated by the General Meeting by the decision of not less than two thirds of the full members present or represented.
For such decisions, the following procedure applies:
1. Any full member organisation wanting to propose the termination of a director’s appointment will need to inform the Executive Director in writing at least two months before the Annual General Meeting. The accompanying letter needs to state the reasons for terminating the director’s appointment.
2. The Executive Director will forward the letter to the concerned Director who has two weeks to answer in writing.
3. Both letters will be circulated to all full member organisations at least one month before the Annual General Meeting and the item will be included in the agenda of the meeting.
Article 16 – Procedure for the replacement of the Chairperson
If the Chairperson has resigned, has been suspended or if his/her appointment has been terminated automatically or by the Board, the Vice-Chairperson will become Chairperson and the Board may elect a new Vice-Chairperson from amongst its members. Both positions will need to be filled at the next General Meeting according to the normal rules.
If the election to replace a chairperson does not coincide with the normal elections for the whole Board, the mandate of the new chairperson ends at the same time as that of the rest of the Board.
Article 17 – Procedure for the replacement of another office bearer
If another office bearer has resigned, has been suspended or if his/her appointment has been terminated automatically or by the Board, the Board may elect a replacement from amongst its members. This position will need to be filled at the next General Meeting according to the normal rules.
If the election to replace an office bearer does not coincide with the normal elections for the whole Board, the mandate of the new member ends at the same time as that of the rest of the Board.
Article 18 – Procedure for the replacement of a Director
If a director has resigned, has been suspended or if his/her appointment has been terminated automatically or by the Board, the Board may co-opt a new member to the Board until the next election.
V. Distribution of Tasks between Board and Executive
Article 19 – General principles
In light of the great number of issues in which Alzheimer Europe is involved, it seems impossible for the Board to take all necessary decisions, especially in situations where a prompt decision is required.
It therefore seems useful to delegate some tasks to an Executive Committee or even to specific working groups or individual coordinators.
Any group or individual can only make decisions within the framework of general policies already adopted by the Annual General Meeting or Board.
Article 20 - Financial decisions
The Board will prepare budgets and submit them for approval to the Annual General Meeting.
The follow-up scrutiny of expenses and income will be done by the Executive Committee within the framework set by the adopted budget. Minor differences can be approved by the Executive Committee, as long as they do not threaten the overall balance of the budget. Any decision that would result in a budget deficit needs to have the approval of the Board. The Executive Committee has the right to approve new sources of income, as long as they are in line with the guidelines on collaboration with pharmaceutical companies set out in the AE Rules and regulations.
Article 21 - Personnel decisions
The appointment of the Executive Director is a Board decision.
Also, the Board will make the decisions as regards creation of new positions. The appointment of these staff members or the replacement of staff members will be delegated to the Executive Director. The financial regulations provide that issues such as staff pay will be dealt with by the Executive Committee and include guidelines on how this should be done.
Article 22 - Statutes and rules and regulations
The preparatory work for statutes and rules and regulations will be done directly by a special committee created by the Board.
The Board will nevertheless make the decision on whether to submit proposals for statutes and rules and regulations to the AGM who can solely adopt them within clearly set conditions. Changes to the appendices to the rules and regulations can however be adopted by the Board on a simple majority vote.
Article 23 - Business plan activities
The business plan of the organisation will be approved by the Annual General Meeting by a simple majority vote, which will also agree any steering groups required by its various programmes.
The Executive Committee will supervise the various programmes. Any decision with budgetary implications or significant changes to the approved working programmes requires the approval of the Board.
Article 24 - Policy decisions and public affairs
Significant policy decisions will be taken by the membership and AE has the possibility of taking emergency decisions without having to convene an AGM as set out in Article 34 of the Statutes. The Board nevertheless has a role in defining such policies, as well as the Public Affairs Committee of the organisation.
Article 25 - AE Conferences
The Conference Committee should be the main drivers with regard the Conference programme, speakers, social programme etc. The conference guidelines provide a clear framework within which to operate.
Article 26 - Responsibilities within Board and appointment of representatives
The Board should share responsibilities between its members with regard to representation of the organisation. Article 41 of the rules and regulations provides guidelines on the centralisation of information with the AE secretariat.
For urgent cases, the AE Executive can nominate someone to represent the organisation.
Article 27 - Activities not covered by business plan / New projects
For all new projects or activities not covered by the business plan, a decision by the Board will be necessary. The preparatory work for new projects, as well as the implementation or management of such projects once approved can be delegated to the Executive, a special working group or coordinator.
VI. Membership fees
Article 28 – Collection of membership fees
As stated in Article 11 of the Statutes, the membership fee shall be determined annually at the Annual General Meeting.
Full member organisations are requested to pay their membership fees in the first quarter of the year and no later than the date of the Annual General Meeting. They will be informed in January by the Executive Director of the amount of the membership fee due.
If member organisation have not complied with this before the date of the Annual General Meeting, they have no voting rights at the Annual General Meeting.
Article 29 – Membership fees of newly accepted members
New member organisations that are accepted as full or provisional member organisations by the Annual General Meeting are requested to pay their membership fee in proportion to the outstanding months of the year.
Article 30 – Determination dates and venues for AE Conferences
1. The dates and venues of future AE Conferences will be fixed by the Annual General Meeting three years in advance.
2. At the beginning of each year, the Executive Director will circulate an application form to all member organisations.
3. Interested members are requested to fill in the application form and submit a detailed budget, at least two months before the Annual General Meeting when a decision on the conference is due.
4. The application forms and all other relevant documents will be circulated to all full member organisations with the invitation to the Annual General Meeting.
5. If there is more than one application, the Annual General Meeting decides by a simple majority.
6. If there is an application from a country which is represented by two member organisations in AE, the application form has to be signed by the representatives of both organisations specifying the kind of co-operation envisaged for the meeting.
The application form to host Alzheimer Europe conferences constitutes an Appendix to these Rules and Regulations.
Article 31 – Profit sharing agreement for AE Conferences
A member organisation hosting an AE conference will be requested to sign a profit sharing agreement.
This profit sharing agreement shall stipulate that:
1 AE will receive 10% of all registration fees.
2. AE will receive 10% of all corporate funding from European or International sources.
3. If the host organisation of the AE conference can clearly demonstrate that the conference generated a loss, the AE Board can reduce or waive the due amount.
A model profit sharing agreement constitutes an Appendix of these Rules and Regulations.
All other requirements to be met by the host of an AE conference will be set out in Conference Guidelines which form an Appendix of these Rules and Regulations.
VIII. Sponsorship by Alzheimer
Article 32 – Sponsorship of meetings by Alzheimer Europe
AE organises the Annual Conference and may convene other seminars or symposia.
If approached to assume the patronage or sponsorship of a conference or event, the following guidelines apply:
1. The event must be in the express interest of people with dementia and their carers.
2. There must be no conflict of interest between the event and any other event organised by AE or one of its member organisations.
3. The event should offer an opportunity for AE to present its aims and activities.
4. Sponsorship or patronage by AE must not involve any financial commitment on the part of AE.
5. The organisation applying for sponsorship must declare its willingness to abide by the guidelines on corporate sponsorship set out in Article 15 of these Rules and Regulations.
6. The member organisations of AE in the country where the event will take place will be consulted by AE before any decision on sponsorship or patronage is taken.
The same guidelines apply, if an organisation applies to AE for support or patronage of material developed by that organisation.
IX. Co-operation with the pharmaceutical industry and other sponsors
Article 33 – Sponsorship guidelines
The following guidelines are a first attempt to harmonise the relationship between European Alzheimer associations and the pharmaceutical industry.
1. AE welcomes the development of new anti-dementia drugs and the investment of the pharmaceutical industry in this field and will seek to establish close contacts with the relevant companies. It hopes to be kept informed of new developments in this sector.
2. In all dealings with the pharmaceutical industry, AE and its national organisations shall remain impartial and shall not endorse a particular manufacturer or a particular product.
3. Therefore AE and its national associations shall not enter into any agreement, which could threaten their non-profit status.
4. Information about members, donors or other confidential information about AE and its national associations shall remain the exclusive property of these and shall not be made available to any third party.
5. Information on drugs or clinical trials shall not be presented by AE or its national member associations unless it has been written by persons appointed by the organisations to do so.
6. AE and its national member associations are free to accept donations from pharmaceutical companies and other third parties. They will acknowledge such donations in the same way they acknowledge other donations by private persons.
7. When accepting sponsorship by pharmaceutical companies or other third parties, AE and its national member associations may acknowledge this sponsorship by appropriate means. Under no circumstances will this acknowledgement include an advertisement for a product.
8. Sponsorship does not entitle pharmaceutical companies and other third parties to determine the content of any publication or other information material produced by AE and its national members, nor does it entitle them to determine the programme or speakers at a conference or symposium organised by AE and its national members. At all times, AE and its members should have complete editorial and managerial control.
9. AE and its national member associations can lend their support for the development of information material or awareness campaigns by the pharmaceutical companies. Under no circumstances shall AE or its members give their support or logo for a campaign designed to advertise a product.
10. At all times, AE and its members will make sure that corporate support for their programs and materials cannot be interpreted as their endorsement of a business, company or product and they will take all necessary steps to avoid such appearance.
11. These guidelines constitute a minimal consensus between AE and its member organisations. They are binding on AE whereas the member organisations of AE have the right to adopt other Regulations not in conflict with the principles declared above for their dealings with the pharmaceutical industry and other third parties.
12. AE is bound by those guidelines and will not lend its support to events or publications of its member organisations or other interested parties that do not comply with them. The patronage or sponsorship of AE is therefore conditional on the acceptance of these guidelines by the applicant for sponsorship or patronage. AE will withdraw its support if in the course of a project or event, these guidelines are no longer respected.
X. Representation of Alzheimer
Article 34 - Financial obligations
As stated in Article 28 of the Statutes, "a proxy signed by half or more of the members of the Board of Directors may entitle one of it members or an appointed executive director to sign on behalf of the association".
Financial regulations, which will form an Appendix to these Rules and Regulations, will clearly set out the responsibilities and duties of officers entitled to sign financial transactions on behalf of the association.
These regulations will also set out the policy for reimbursement of travel expenses, as well as the rules for the payment of the salaries of AE staff.
Article 35 - Responsibilities of Board members
The Board may delegate specific responsibilities to one or more of its members. In that case, Board members are required to regularly report on their activities to the AE secretariat, which will circulate this information to all other Board members.
A framework document, which constitutes an Appendix to these Rules and Regulations, sets out which responsibilities Board members should undertake for the management and representation of the organisation. These tasks will be agreed upon by the Board and communicated to all member organisations.
Article 36 - Representation by Board members
The Board may designate one or more of its members, a member of staff or a representative of a member organisation of AE to represent the organisation at other associations or third party meetings.
In order to guarantee a uniformity in the representation of AE to third parties, the following rules apply:
1. All written contacts between a Board member or designated AE member and a third party should include the logo of AE and the address of the Head Office. The Secretariat will supply Board members with the necessary administrative help.
2. All incoming mail between a third party and AE should be sent to the Head Office. All such mail will be duly registered and forwarded to the responsible Board member or designated AE member.
3. All Board members or designated AE members will send a copy of any correspondence with third parties to the Head Office where all such mail will be duly registered.
4. For all meetings attended, a brief summary will be written which will be forwarded to the AE secretariat and circulated to all other Board members and, if relevant, to all member organisations.
Article 37 - Working groups
The Board or the Annual General Meeting may nominate some of its members to set up an internal working group of the organisation. Any working group shall be headed by a member of the Board and shall be supported by the AE secretariat.
The framework terms of reference of these working groups constitute an Appendix to these Rules and Regulations.
XI. Procedure for urgent decisions without formal meetings
Article 38 – Conditions for urgent procedure
Alzheimer Europe may be called upon to comment on European developments and policies within fixed deadlines. Where decisions need to be taken in between meetings, the following procedure will apply:
1. When receiving a consultation document or when becoming aware of a development, which may necessitate a response by Alzheimer Europe, the Executive Director will forward this information together with a proposed procedure and timetable for adoption of a position to the members of the Executive Committee.
2. Within one week, the Executive Committee will decide on the procedure to follow and decide whether a position shall be adopted by the member organisations, the Board or a designated Committee of the organisation.
3. The Director will forward this information and timetable to the group mandated by the Executive to take a decision.
4. The AE secretariat will gather existing opinions and positions from the members of the Board, or if relevant of member organisations within the timeframe agreed upon by the Executive Committee.
5. Based on these comments, the AE secretariat will draw up an AE position within the timeframe agreed upon by the Executive Committee and circulate it to the group mandated by the Executive to take a decision.
6. The group mandated by the Executive to take a decision will be informed of the deadline by which it has to respond and which will correspond to the timeframe adopted by the Executive Committee.
Article 39 – Adoption of decisions under urgent procedure
1. If a committee has been charged to adopt a position, the circulated position is deemed to be adopted unless more than a third of the committee members objects within the agreed timeframe.
2. If the Board or member organisations have been charged to adopt a position, the following procedure applies:
a) If the quorum requirements indicated in Article 13 and Article 29 of the Statutes (more than half of member organisations or of Board members) are met, a two-thirds majority of respondents is required to have a position adopted. The adopted position will be deemed to represent the view of Alzheimer Europe.
b) If the quorum requirements indicated in Article 13 and Article 29 of the Statutes are not met, a three-quarters majority of respondents is required to have a position adopted. The adopted position will be deemed to represent the view of Alzheimer Europe.
c) If only a simple majority has been achieved, the position is deemed not to represent the view of Alzheimer Europe, but can be forwarded nonetheless as representing the opinions of those member organisations which have agreed.
d) In all other cases, the position has been rejected.
Article 40 – AE Awards
Alzheimer Europe has created the "Alzheimer Europe Award for outstanding services for people with dementia". The procedure for designating the recipient of this award will be annexed to these Rules and Regulations.
XIII. Circulation of documents
Article 41 - Annual and financial reports of members
All member organisations are required annually to send a copy of their official documents to AE. These include their annual and financial reports. At every Annual General Meeting, the Executive Director will present a list of organisations which have complied with this requirement.
XIV. Amendment of the Rules and Regulations
Article 42 - Amendment of the Rules and Regulations
As stated in Article 15 of the Statutes, "the full members in general meeting shall have power to (...) adopt the Rules and Regulations of the association, on the recommendation by the Board". This decision "shall be made by a simple majority of votes".
The Board of Directors shall have power to adopt changes to the Appendices to these Rules and Regulations by a simple majority.
XV. European Working Group of People with Dementia
Article 43 – Aims
In recognition of the unique contributions people with dementia can provide with regard to their experience of dementia, Alzheimer Europe will set up a European Working Group of People with Dementia.
The Working Group will be asked to advise the organisation in the development of positions and policies and ensure the organisation adequately represents the interests of people with dementia.
Article 44 – Working methods and meetings
The working group shall meet once a year in the framework of the Alzheimer Europe Conference. A meeting room will be set aside for this meeting. Alzheimer Europe will cover the travel and accommodation expenses for up to ten people with dementia to attend the meeting. Member organisations are encouraged to support additional people with dementia to attend AE Conferences.
In between meetings, communication will be done by e-mail and if requested, Alzheimer Europe can organise a telephone or video conference for participants.
All communication will be in English. However, member organisations of Alzheimer Europe are strongly encouraged to provide support to people with dementia to actively engage in the activities of the Working Group.
A member of the Alzheimer Europe staff will provide administrative and secretarial support when needed.
Article 45 – Composition and mandate
Each member organisation of Alzheimer Europe may nominate a person with dementia to the European Working Group of People with Dementia. If organisations are unable to nominate a person with dementia to the Working Group, their places can be taken up by other people with dementia nominated from other member organisations. However, no member organisation may have more than three people with dementia on the European Working Group.
The Alzheimer Europe Secretariat will ask for nominations two months in advance of the organisation’s Annual General Meeting. The mandate for members of the Working Group is for one year and can be renewed.
Article 46 – Chairperson and Vice-Chairperson
The members of the Working Group will elect a Chairperson and Vice-Chairperson from amongst their members. The election will take place at the meeting of the Working Group at the Alzheimer Europe Conference. The mandate of the Chairperson and Vice-Chairperson is for one year and can be renewed.
Meetings of the Working group will be chaired by the Chairperson and in his/her absence by the Vice-Chairperson.
As set out in the Statutes of Alzheimer Europe, the Chairperson of the European Working Group of People with Dementia will be an ex-officio member of the Alzheimer Europe Board. He/She can be represented by another member of the Working Group who must be the bearer of a written proxy.