Statutes of the European Laryngological Society
Paragraph 1 : Denomination and Objectives of the association
The European Laryngological Society (hereafter ‘ELS’ or ‘the association’) is an international non-profit association that was founded with the objective of uniting European otorhinolaryngologists and promoting the study and treatment of diseases of the larynx. The association is registered in the Brussels-Capital Region, Belgium. The official language of the association is French. Daily business is conducted in English.
The ELS pursues the following objectives:
1. to further the scientific development in the field of laryngology;
2. to widen the knowledge and to assess the practical implementation of technical and scientific developments in this field;
3. to encourage the development of the discipline in regard to prevention, treatment, and rehabilitation of any diseases of the larynx;
4. to promote and foster the professional skills of members;
5. to encourage continuing education of laryngologists through the organization of conventions, meetings, courses and workshops.
The association shall exclusively and directly pursue non-profit making. The association shall not pursue any economic purposes for itself. Funds of the association shall only be use for the purposes in accordance with the objectives.
Paragraph 2 : Membership
The association consists of Ordinary Members, Associate Members, Junior Members, Senior Members and Honorary Members.
3.1 Ordinary Members
All otorhinolaryngologists with specific interest in the field of laryngology may become Ordinary Members. Membership is obtained by applying through the association website. The application must be accompanied by written support from one current member of the ELS. The application must be approved by the board (which may be represented by one of the executive directors) and before becoming a member the candidate must pay the membership fee. Ordinary members are entitled to vote in the general assembly and can be elected for an administrative position, receive a free digital copy of the European Archives of Otolaryngology and are entitled to a reduced registration fee at ELS congresses and selected educational events.
3.2 Associate Members
Allied clinicians, scientists and health-care specialists, other than ontorhinolaryngologists, with a particular interest in laryngology may become Associate Members. The application process is the same as for ordinary members. Associate Members pay a reduced fee, do not have the right to vote in the general assembly, cannot be elected to administrative positions. They do receive a free digital copy of the European Archives of Otolaryngology and are entitled to a reduced registration fee at ELS congresses and selected educational events.
3.3 Junior Members
All otorhinolaryngologists in training may apply for a Junior Membership. The application process is the same as for ordinary members with the addition that written proof of residency must be submitted with the application. Junior membership can be held for three years after which time renewed proof of residency must be submitted to extend this form of membership. Junior Members pay a reduced fee, do not have the right to vote in the general assembly and cannot be elected to administrative positions. They do receive a free digital copy of the European Archives of Otolaryngology and are entitled to a reduced registration fee at ELS congresses and selected educational events. To become a Junior Member the applicant must submit proof that he/she is still in training. The maximum duration of a Junior Membership is 5 years. Junior members who have completed their training must apply for an Ordinary Membership in the administrative year following the ending of their training.
3.4 Senior Members
All Ordinary and Associate members who have retired from their clinical post and have been a member for more than 5 years may apply for a Senior Membership. Senior Members do not pay a fee, do not have the right to vote in the general assembly and cannot be elected to administrative positions. They do receive a free digital copy of the European Archives of Otolaryngology and are entitled to a reduced registration fee at ELS congresses and selected educational events.
3.5. Honorary Members
Honorary Members are elected by the Board of Directors based on outstanding achievements in the field of laryngology. Honorary Members do not pay a fee, do not have the right to vote in the general assembly and cannot be elected to administrative positions. They do receive a free digital copy of the European Archives of Otolaryngology and are entitled to a reduced registration fee at ELS congresses and selected educational events.
3.6 Termination of membership
Membership and the accompanying benefits are lost: a) by notifying the association of the resignation; b) by revocation. Grounds for revocation are: 1. not paying membership fees by the end of the administrative year; 2. conduct in conflict with the objectives of the association. The Board of Directors has the right to revoke the membership at any time. Paid membership fees cannot not be reimbursed.
Paragraph 3 : Association Governance
The association is governed by two bodies: the General Assembly and the Board of Directors.
4.1 General Assembly
The General Assembly is the highest governing body of the association. The General Assembly must take place every year. A General Assembly may be called by the President or by the Board of Directors or by request of one fifth of the Ordinary Members who have paid their fee for that administrative year. The General Assembly is announced through electronic mail invitation by the General Secretary at least two weeks before the assembly. In years that there is no biannual conference the General Assembly is held via videoconferencing. The General Assembly is open to all members as observers. Voting and speaking rights are reserved for ordinary members who have paid their fee for that administrative year. Each ordinary member may represent upon presentation of a signed authorization, only one other member. In cases of force majeure that makes a regular General Assembly meeting impossible or impractical, adoption of resolutions circulated by email are admissible based on a decision of the Board of Director.
The General Assembly has the rights and duties attributed to the meeting of members by the law and by the articles of the association, in particularly the following:
1. the appointment and dismissal of directors
2. the appointment and dismissal of financial auditors
3. the approval of the annual accounts
4. the approval of membership fees
5. pass ammendments of the statutes of the association
Decisions are taken by simple majority. The General Assembly is considered regularly convened at if at least 10 of its members are present or represented. Additional agenda items for the General Assembly may be proposed by a two-thirds majority vote at the General Assembly by voters present. The number of voters shall be defined as the maximum number of participants at any time before the vote. Agenda items that are excluded from proposal are: the revocation of a member. Decisions taken in the General Assembly are communicated through the minutes that will be made official within 10 weeks.
4.2 The Board of Directors (Presidential Council)
The directors are appointed by the General Assembly to run the business of the association as well as to develop the interests of the association according to the objectives in Article 2. The Board of Directors meets several times a year. A video conference is considered equal to a physical face to face meeting. Meetings are called by electronic mail invitation of the General Secretary at least two weeks prior to meeting. The Board of Directors is considered regularly convened if at least half of the directors are present. Decisions are taken by consensus or by voting subject to preset conditions. In cases of force majeure that makes a regular General Assembly meeting impossible or impractical, adoption of resolutions circulated by email are admissible
The Board of Directors has the residual power consisting of all powers that are not explicitly reserved to the General Assembly. The association is validly represented in and out of court by the Board of Directors or by two of the executive directors as defined in the internal rules acting jointly. The Board of Directors may delegate the day-to-day management of the association as well as the representation as regards to such management to one or more persons.
Paragraph 4 : The Internal Rules
The articles of the present statutes are completed by internal rules (latest version: 12.05.2022). The Board of Directors is hereby authorised to draw up the internal rules and subsequently to amend or adapt them. The internal rules and any amendment thereto shall be notified to members. The internal rules shall be adopted for the first time by the Board of Directors to be held after the General Meeting at which the present articles of association are approved.
Paragraph 5: The Dissolution of the Association
The dissolution of the association must be agreed at least by two thirds of the Ordinary Members during a General Assembly. It must be preceded by a special invitation to all members explicitly indicating the purpose of this Assembly. Due to the particular importance of this Assembly members may vote by proxy only with a notary public’s authentication.
In case of the dissolution of the association, the funds, property and other assets should be used for the purpose of furthering the expressed purposes for which this association was formed and no member should be entitled to receive any of the assets on liquidation.
Paragraph 6: General Provisions
For the execution of these articles of association, each member, director, auditor or liquidator must communicate his choice of domicile to the association. Failing this, each of them shall be deemed to have chosen domicile at the registered office of the association, where all communications, summonses, writs of summons or service may be validly made to them, without any obligation on the part of the association other than to keep these documents at the disposal of the addressee.
The members wish to behave fully in accordance with the Code on companies and associations and, consequently, the provisions of the law from which the current articles of association do not permit deviations. The provisions which would be contrary to the imperative rules of law, will be deemed not to have been written, without this irregularity being able to have any effect on the other provisions of the articles of association.