EGPRN Statutes

 

Article 1 - Name, Registered Office, Duration:

1. The foundation bears the name: European General Practice Research Network (EGPRN)
2. It is registered in Maastricht, Netherlands. 
3. lts duration is for an unlimited time.

Article 2 - The Aims:

The aims of the EGPRN are to encourage research, to foster and coordinate multinational research, to exchange experiences and develop a validated international scientific basis for general practice by connecting perons who are involved in research in general practice. 

Article 3 - The ways of realisation of the Aims:

The aims of the foundation will be pursued through:

1. the exchange of theory, methods and results of research in Europe and other relevant information
2. the organisation of international meetings
3. encouraging research in and into general practice among other things by:
   • establishing joint definitions
   • developing relevant methodology for research
   • developing, planning and pursuing multinational research projects
   • any other activities that improve research capacity 

Article 4 - Financial means:

1. The financial means of the foundation may consist of:
   a) grants and subsidies
   b) membership and conference fees.
   c) testamentary dispositions, legacies and gifts;
   d) other income from members or member organisations.
   e) other income from researches and research related projects
2. Testamentary dispositions may only be accepted under benefit or inventory.

Article 5 - Membership:

Membership can be either individual or institutional.

Individual members can be either general practitioners (practising or academic) or medical doctors or other professionals involved in research in general practice, or family medicine or primary care and will normally be resident in one of the countries of WONCA Europe region.

Institutional members can be any (national) college, scientific societies of general practitioners and other scientific or academic organizations involved in research in GP/FM or primary care. Institutional members are to appoint one institutional representative for the full three year membership period. This institutional representative will have all rights and responsibilities as an individual member of EGPRN.

Membership fees and periods are defined by the Executive Board and approved by the General Council. 

Article 6 - The General Council and the Executive Board:

The foundation is governed by a:

1. General Council consisting of one National Representative and for each country represented in the foundation, and the members of the Executive Board. Its tasks are:
   • To elect the members of the Executive Board and the chair.
   • To act as a consultative body to the Executive Board.
   • To receive the reports from the Executive Board.
   • To consider for approval proposal reffered by the Executive Board.
   • To consider for approval all the proposals of the General Council members.
2. The Executive Board (Ex. Board), consisting of a Chairperson, a Vice-Chairperson, an Honorary Secretary, an Honorary Treasurer and up to four Executive Members. It is a body of the General Council. It leads the foundation and takes responsibility for ensuring that decisions relating to the policy of EGPRN are constitutional and are executed. It reports relevant decisions at least once a year to the General Council for approval. It meets personally (or virtually if the conference at the relevant time is online) twice a year and has monthly online meetings.

Article 7 - Organisational Secretariat:

1. An Organisational Secretariat has to be established in conjunction with another organisation or independently.
2. The staff, which should be normally one Executive Manager of the Organisational Secretariat:
   • Promotes visibility / reputation of EGPRN (organization and implementation of PR activities).
   • Promotes information exchange on GP research and collaborative GP research in Europe.
   • Keeps contacts with local organizing committees for the organization of conferences.
   • Gives administrative support for the financial coordination and management of the network.
   • Functions as the administrative secretary of the Council and the Executive Board.

Article 8 - The General Council and Executive Board meetings:

1. At least one General Council meeting must be held per year. These meetings will be convened as often as the Chairperson or at least two thirds of the members of the General Council members require. The Honorary Secretary in conjunction with the Executive Manager of the Organizational Secretariat convenes by written notice sent to every General Council member. At least sixty days' notice of such a meeting must be given, not including the day of convening and the day of the meeting.
   
   If the convening of a General Council has not been achieved within one hundred and twenty days, after the invitation, thereafter any member of the Executive Board or the Council who responded to the invitation would be entitled to convene a meeting, taking into account the regulations about the notice for calling the meeting.
    
2. Every member of the General Council and of the Executive Board has the right to one vote. If a person is a National Representative and a member of the Executive Board Member s/he has one vote only. 
    
3. No valid decisions can be taken unless at least half of the members are present, having been duly notified of the meeting. A member of the General Council and Executive Board may delegate in writing another EGPRN member to represent him/her, providing the Honorary Secretary and the EGPRN Office is notified in writing/e-mail. In pursuance of Article 15, paragraph 1 (Changing or dissolution of the Foundation's Statute) a member can delegate only another member of the General Council or Executive Board.
    
4. The Chairperson chairs the Executive Board and General Council meetings and the Executive Manager/Honorary Secretary keeps the minutes.
   • If the Chairperson or the Honorary Secretary is absent, the General Council members shall nominate one of the members present at the meeting to chair the meeting or respectively to keep the minutes.
   • The General Council decides by simple majority vote, unless the statutes require a different majority.
   • In the case of equality of votes at a General Council meeting the vote of the Chairperson (or Vice-Chairperson, if the Chairperson is absent) prevails.
   • If neither the Chairperson nor the Vice-Chairperson are present, a tied vote is invalid.
      
5. Minutes will be kept of the Council and Executive Board meetings. The minutes will be confirmed, and signed by the Chairperson and the Honoray Secretary at that meeting, or confirmed by a subsequent meeting and at that time signed by the Chairperson and the Honorary Secretary as a proof of confirmation.
    
6. The General Council and Executive Board can also take decisions outside of a meeting providing written communication is made and there is a unanimous agreement by all members of the relevant committee. Notes will be taken and recorded in the minutes of the next subsequent meeting. If this happens, and these notes will be signed by the Chairperson and the Honorary Secretary. The documents recording such decisions and their reasons will be kept with the minutes.
    
7. In case the physical meetings are not possible because of force majeure conditions, this has to be judged by the Executive Board and later approved by the Council. Technically supported council meetings and votings are acceptable. 

Article 9 - The Executive Board:

1. The Chairperson, the Vice-Chairperson, the Honorary Secretary, the Honorary Treasurer and up to four Executive members make up the Executive Board.
2. The Executive Board defines the general policy and takes responsibility for governing the foundation and developing the policy of the foundation between meetings of the General Council.
3. The Executive Board attends to the administration of the foundation in accordance with the decisions of the General Council.
4. The Executive Board is charged with the execution oft he decisions of the General Council and the decision making in the Executive Board will be conducted in accordance with the regulations in operation for the General Council, as far as possible.

Article 10 - The Executive Board:

Whenever representation of the foundation is required, one member shall be identified to act in concert in this task. This person should be chair or vice chair or a nominated member of the Executive Board. 

Article 11 - Limitation of the General Council and Executive Board's competence:

The General Council and the Executive Board are not entitled to enter into contracts, in which registered properties are bought, alienated, or mortgaged, nor to enter into contracts in which the foundation gives security, makes up deed-poll for shared liability, backs a third party or gives security for the liability of a third party.

Article 12 - Committees:

1. The General Council and the Executive Board (with the approval of the General Council) are entitled to found one or more committees.
2. They regulate the organisation of such committees.

Article 13 - Financial Conduct:

The foundation's financial year is the calendar year.

1. The Honorary Treasurer keeps account of the foundation's state of properties in such a way that at all time the rights and liabilities can be known.
2. The Honorary Treasurer makes up a balance sheet of its accounts and makes a report to the Executive Board and to the General Council at least once per year.
3. The Executive Board can appoint an accountant to audit the balance sheet and the statement of its accounts as expressed in para.2.
4. The Honorary Treasurer and the secretary staff are obliged to preserve all financial documents for at least ten years, digitally. 

Article 14 - By-Laws:

The Executive Board and General Council can draw up and approve one or more by-laws in relation to the statute. No such by-laws can be contradictory to the statute.

Article 15 - Changing and dissolution of the Statute:

1. A decision to change or dissolve the foundation's statute can only be taken with a majority of at least two thirds of the recorded votes in a General Council meeting in which at least two thirds of the members are present or represented.
2. A change of statute must be instituted by notarial act. Every General Council member individually is entitled to submit such proposals.

Nomination and election procedures:

Article 16 - Election of the Chairperson:

The New Chairperson is elected 6 months in advance of the other member of the Executive Board.

All paying members (referred to the year in which the elections take place) are eligible for office. Self nominations are not allowed, and all nominations must be seconded by another EGPRN member (not the candidate).

Only members of the General Council and Executive Board have the right to vote.

6 months in advance of the election, all the members are invited to express their nominations. There is no necessary automatic progression from the position of vice-Chairperson to the one of Chairperson.

The Honorary Secretary in conjunction with the Executive Manager of the Organizational Secretariat lays down a list of nominees (including the number of expressed preferences) and checks each availability to stand for election.

The final list of nominees is emailed to council members and Executive Board members four weeks before the meeting during which elections take place.

The election shall take place at a meeting of the General Council. At the election, an electoral commission of four members of the General Council and Executive Board will be responsible for overseeing the vote.

At the meeting members of the General Council and Exexutive Board can vote for one candidate. Voting shall be by secret ballot and can be technically supported (online ballot).

The members of the General Council and of the Executive Board can delegate in writing another member of EGPRN to vote on their behalf if they cannot be present at the meeting.

If a person is a member of the Executive Board and also National Representative this person has one vote.

That candidate receiving the greatest number of votes shall be the Chairperson Elect until the next meeting of the General Council. The Chairperson Elect co-operates with the outgoing Chairperson (under the latter' s leadership ) to ease and guarantee the process of continuity.

If two or more persons obtain an equal number of votes, the electoral commission is required to organize a second election immediately. The election proceeds to the third round if the number of votes are equal again. After the third round, EGPRN chair shall have one additional vote, unless the current chair is included in the election, in which case, a member of the Executive Board not included in the election (in the order of the vice-chair, secretary, treasurer) will have this additional vote.

At the next meeting of the General Council, the Chairperson Elect becomes the new Chairperson and assumes all the tasks and responsibilities associated with that office from the outgoing Chairperson. 

The period of office for the Chairperson is three years and the Chairperson shall be eligible for up to two terms of office.

Article 17 - Election of the Executive Board:

All paying members (in the year in which the elections take place) are eligible for office.

The Honorary Secretary in conjunction with the Executive Manager of the Organizational Secretariat notifies the membership of the election at least 6 months in advance and invites nominations from the membership. Self nominations are not allowed, and all nominations must be seconded by another EGPRN member (not the candidate). The Executive Manager will also check availability to stand for election of nominees as well as the eligible members of the current Ex. Board and collate a list of seconded nominees.

The final list of nominees will be mailed to members of the General Council (i.e. National Representatives) and Executive Board members at least four weeks before the meeting during which the election takes place.

The Executive Board has the right to make a recommendation about the new Executive Board, but cannot decide on it.

The members of the General Council and of the Executive Board may officially delegate another member of EGPRN to vote on their behalf if they cannot be present at the meeting, but must inform the Honorary Secretary and the EGPRN Office of this in writing/e-mail.

The election shall take place at a meeting of the General Council. At the election, an electoral commission of four members of the General Council and Executive Board (not standing for election) will be responsible for overseeing the vote.

All those eligible to vote will be invited to allocate one vote for up to 7 of the nominees. Voting will be by secret ballot and can be carried out electronically if required. 

Those seven candidates receiving the greatest number of votes will be elected to the Executive Board.

The newly appointed Executive Board will then designate the elected officials to the posts of Vice-Chairperson, Honorary Secretary and Honorary Treasurer. There is no necessary automatic progression from the positions in the Executive Board. In making their designations, the new Executive Board will be expected to take account of any previous Ex. Board post held and the number of votes received by each candidate. Additional factors to be taken into account could include years of previous membership and involvement, and the number of years in office.

The period of office for the members of the Executive Board is three years and each member shall normally be eligible for up to three complete terms of office.

Article 18 - Selection of National Representatives:

All paying members from the specified country (in the year in which the elections take place) are eligible for office, though normally persons to be nominated for office will be either full time general practitioners or part time general practitioners and/or active in university or other academic organisations promoting research in general practice. Self nominations are not allowed, and all nominations must be seconded by another EGPRN member (not the candidate).

In the case of retirement, at least six months in advance of retirement, the existing National Representative of the country shall obtain a list of all the country's current EGPRN members and notify them of the need to select a new representative.

In the case of demission, or if the National Representative is unable or unwilling to carry out this task, it shall be undertaken by the Organisational Secretariat or a member designated by the Executive Board.

Nominations for the office of National Representative shall be from the country's members. The nomination process shall take due consideration of the views of the relevant National Colleges, scientific Societies of General Practitioners and other national organizations involved in research in general practice in that country that are institutional members in the EGPRN. A list of seconded nominees shall be collated.

A postal or online ballot shall be held in which all of the country's current members shall be entitled to cast one vote for their preferred candidate.

That candidate receiving the greatest number of votes shall be the new National Representative, subject to approval by the General Council.

The term of office for National Representative shall be five years and each representative shall normally be eligible for two terms of office. EGPRN Honorary Secretary will notify National Representatives at least nine months before a term ends. If an national representative exceeds two terms, the individual members and the institutional members of the respective country will be informed by the EGPRN Honorary Secretary. The final decision of the respective country is duly admitted. The national representative can stay in the position if noone else in the respective country is willing to take the position.

If a National Representative fails to attend at least two consecutive General Council meetings without the approval of the Executive Board, then that National Representative shall demit office (see Article 19).

Article 19 - Resignation of Executive Board members and National Representatives:

1. A Board member or national representative shall relinquish office without prejudice to the law:
   a) by non-attendance in person or by approved deputy at two consecutive Board meetings
   b) by announcement of a change in status as general practitioners (practicing or academic) or medical doctor or other health professional involved in research in general practice
   c) by voluntary retirement
   d) if the Council members discharge him/her unanimously;
   e) if s/he is adjudged bankrupt, is placed under guardianship or loses in other ways the free disposal ever his properties;
   f) by death.
2. Before ordering the resignation of a nominated Executive Board member or National Representative, the Council will consult the respective national membership.

Article 20 - The Advisory Board:

EGPRN allows an establishment of Advisory Board as a medium for instutional representatives and provide advice to EGPRN Council and Executive Board.

Institutional representatives have no vote in the Council.

Article 21 - Settlement:

1. The settlement is decided by the General Council.
2. During the settlement the statute remains in force.
3. If at liquidation a credit balance exists, this will be earmarked for a purpose as much as possible in accordance with the aims of the foundation.
4. After the dissolution the financial documents of the foundation will be laid up for thirty years under the care of a person, who will be indicated by the General Council.