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Rules and Regulations

Statutes and Finances


Adopted at Annual General Meeting in Killarney, Ireland on 9 June 2005

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.”

I. Membership

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 and an applicant organisation must comply with all of these conditions:

  1. The organisation is covering a separate area of a country, which can be clearly defined and is recognised as such by a federal constitution.
  2. The organisation is not competing with another in the respective region.
  3. The organisation is federally recognised as representative in its country or by the regional authority which is covering its membership area
  4. The organisation agrees with the other organisations from the same country on a single representative who will represent and vote for the country in the official meetings of AE.

The organisations already represented in AE will be fully consulted prior to the acceptance of another full member organisation from the same country.

Article 4 – Provisional Membership

  1. 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.
  2. 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.
  3. Any organisation complying with the criteria above may be admitted by a simple majority of members present or represented at an Annual General Meeting.
  4. 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.
  5. Provisional membership may be revoked by a simple majority of members present or represented at an Annual General Meeting.

Article 5 – Associate Status

The Board of Alzheimer Europe may grant associate status to:

  1. European or national organisations of professionals working in the field of care and treatment for people with dementia
  2. 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

  1. As set out in Article 14 of the Statutes of AE, each full member, which has paid its membership fee and which solely represents its country shall have one vote.
  2. 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.

Article 7 - Countries represented by more than one full member

If more than one full member represents a country, the following procedure applies:

  1. The concerned member organisations have the same rights at Annual General Meetings as those organisations that solely represent their country, except for the voting.
  2. Each organisation will inform the Executive Director of AE in writing of the name of their representative at least two weeks before the Annual general Meeting.
  3. Organisations from the same country shall agree on a spokesperson who will vote on behalf of the country at the Annual General Meeting. The concerned organisations will inform the Executive Director of the association of the name of this spokesperson at the latest at the beginning of the Annual General Meeting.
  4. If the organisations cannot agree on the vote, the spokesperson for the country will abstain in that vote.

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:

  1. 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.
  2. 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.


VII. Alzheimer Europe Conferences

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:

  • AE will receive 10% of all registration fees.
  • AE will receive 10% of all corporate funding from European or International sources.
  • 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.

This appendix can be downloaded at the bottom of the page.

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 Europe

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 Europe

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 agrees 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.


XII. Alzheimer Europe Awards

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.

 

 
 

Last Updated: Wednesday 05 August 2009

 

 
 

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