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Bylaws

Bylaws of the
European Academy of Craniomandibular Disorders
Approved by the Annual General Meeting on Lesbos 22nd September 2011

CHAPTER A: GENERAL PROVISIONS

Section 1: Name, seat, financial year.

  1. The name of the association shall be "European Academy of Cranomandibular Disorders e. V." (hereinafter the “Academy”). It shall be registered in the Register of Associations.

  2. The seat of the Academy shall be Frankfurt am Main, Germany.

  3. The financial year of the Academy shall be the calendar year.

Section 2: Purpose, non-profit status.

  1. The purpose of the Academy shall be to encourage and support the development of the art of practicing medicine in the field of craniomandibular disorders, particularly to establish, popularize and advance the scientific principles on which the clinical practices should be based.

  2. The Academy exclusively and directly pursues non-profit purposes in accordance with the chapter of the German Tax Code (Abgabenordnung) entitled “Tax Exempt Purposes”. It acts selflessly; it does not primarily engage in economic activities directed towards making a profit for itself. Its resources may only be used in accordance with the purposes stated in the Bylaws.

  3. The members of the Academy shall not receive any shares in any funds and, in their capacity as members, shall not receive any other contributions out of the Academy’s funds. Upon leaving the Academy or in the event the Academy is dissolved or terminated, the member shall not receive any part to the assets of the Academy.

  4. No person may benefit from expenditures which do not fall under the purposes of the Academy or from disproportionately high remuneration. Reimbursement for substantiated expenses as well as reasonable remuneration of services shall be permitted.

  5. To the extent permitted by the chapter of the German Tax Code (Abgabenordnung) entitled “Tax Exempt Purposes”, the Academy shall create reserves to provide funds and monetary aid to sister academies or other scientific organizations pursuing purposes in line with the purposes of the Academy in order to promote the Academy's goals. Such funding shall particularly include the sponsorship of international conferences.

CHAPTER B: NOMINATION, ELECTION AND TERMINATION OF MEMBERSHIP

Section 3: Classification of membership.

  1. Subject to the provisions set forth below, the Academy shall have the following classes of members: Candidate members, full members, life members, honorary members. Full members and life-members are entitled to vote.

  2. Membership status (candidate, full, life, honorary) can only be granted to European citizens. Non-European citizens can obtain membership according to Sec.. 32 of the Bylaws.

Section 4: Candidate membership.
The candidate members shall have the following requirements:

  1. They shall have a recognised scientific degree or diploma.

  2. They shall give two presentations within 5 years.

  3. They shall regularly attend the meetings of the Academy.

  4. They shall be willing to work within the Academy objectives (guidelines) to promote the best interest of the Academy.

Section 5: Full membership.
The full membership of the Academy shall have the following requirements:

  1. They shall have successfully completed the candidate membership.

  2. They shall regularly attend to the meetings of the Academy.

  3. They shall be willing to work within the Academy objectives (guidelines) to promote the best interest of the Academy.

Section 6: Life membership.

  1. Life membership may, at the discretion of the Council, be granted to full members in good standing who have retired from active participation in their profession. Upon attaining 65 years of age, any full member shall be granted life membership.

  2. Life members shall have all the privileges of their former status of membership with no dues required.

Section 7: Honorary membership.
Honorary membership may be granted to persons who have made outstanding contributions to their profession even though they may not be directly involved in the active practice of craniomandibular disorders.

Section 8: Procedure for nomination of candidate member.
If a person is to be made candidate member, his/her name must be proposed to the Secretary of the Academy at least three months prior to the Annual General Meeting, by his/her National Representative, who must be full member or life-member. The application should be sent directly to the Secretary for candidates from nations not yet present in the academy. The nomination must include:

  1. Two separate letters of recommendation on behalf of the candidate by two full members, life-members or honorary members in good standing as sponsors. The National Representative can be, but should not automatically be, one of them.

  2. A complete candidate membership application form, a curriculum vitae and a photograph.

Section 9: Procedure for nomination of full member.

  1. If a person is to be made a full member after completion of candidate membership, his or her name shall be submitted to the Council (Sec..14) by the Research Committee (Sec. 28).

  2. The Council will submit the Candidate member to the Annual General Meeting for election as full member.

  3. In case of proposed members from a country not represented in the Academy, the name of the person to be the first full member and simultaneously the National Representative of his country, will be submitted by the Research Committee to the Council. This person shall be elected by the Council by a 2/3 majority and in case of his election, will be submitted to the Annual General Meeting for election as full member and National Representative.

  4. The as full member and National Representative elected person of a new country shall give two representations within 5 years as stated with Sec. 4 lit. b.; otherwise his membership may be terminated by th Council in accordance with Sec. 13.3.

  5. The as full member and National Representative elected person of a new country is entitled to submit two new members to the Research Committee and Council, for election as full members. Each of the submitted persons shall be elected by the Council by a 2/3 majority. In case of election, they will be submitted to the Annual General Meeting for election as full member.

Section 10: Procedure for nomination of honorary member.
The names of honorary members shall be proposed by the Council to the Annual General Meeting.

Section 11: Procedure for conferring of membership.

  1. For new candidate members application, a two months period will be given to all full members to present a possible opposition. In case no opposition is presented within the given period, the applicant will become a candidate member.

  2. Full members on the recommendation of the Council shall be elected by the Annual General Meeting. The decision shall be by a 2/3 majority of members present and entitled to vote.

  3. When a full member should be granted life-membership by the Council (Sec. 6.1), the election shall be during the Council Meeting by a 2/3 majority of the members of the Council.

  4. Honorary members on the recommendation of the Council shall be elected by the Annual General Meeting. The decision shall be by a 2/3 majority of members present and entitled to vote.

Section 12: Membership book.
The Academy shall keep a membership book containing the name and addresses (including email-addresses)
of each member and his membership status. This book shall be kept by the Academy’s Secretary and shall be available for inspection by any reasonable time or as otherwise requested by law. Termination of the membership of any member shall be recorded in the book together with the date on which such membership ceased.

Section 13: Termination of membership.
Membership shall end by death, voluntary withdrawal or exclusion from the Academy.

  1. Membership shall end by death. It shall not be transferred to his/her heirs.

  2. Voluntary withdrawal of a member from the Academy is possible. The member should notify the Secretary at least 14 days before the Annual General Meeting by registered mail. The withdrawal becomes effective from the next calendar year. Refunding of the annual fee is not possible.

  3. Membership of the Academy may be terminated in accordance with the provisions stated herein:

    1. Candidate membership of the Academy may be terminated if a candidate member is absent from two consecutive Annual Meetings, unless justified due to force majeure (e.g. war, illness, weddings, births) and provided the candidate member after having failed to attend one Annual Meetings has been notified by registered mail or other traceable means by the Secretary, of his/her possible exclusion in case of one more failure to attend.

    2. Full membership of the Academy may be terminated,

aa. if a full member is absent from three consecutive Annual Meetings, unless justified due to force majeure (e.g. war, illness, weddings, births) and provided the full member after having failed to attend two consecutive Annual Meetings has been notified by Registered Mail or other traceable means by the Secretary, of his/her possible exclusion in case of one more failure attend; or

bb. if a person elected as full member and National Representative of a new country has not given two representations as stated with Sec. 4 lit. b. within 5 years from election.

    1. Any member may be excluded from the Academy on violation of the bylaws of the Academy or any part thereof or acts in a way that in the judgement of the Council is contrary to the welfare and best interest of the Academy and its members. This shall be especially the case if membership of the Academy is used in order to “document” expertise in announcing specialisation, because the name of the Academy shall only be used in curriculum vitae for lecturers, writing and commonly accepted application forms. All charges brought against a member for such acts by any other member must be presented in writing to the Council together with pertinent evidence. The member in question shall be informed about the charges brought against him/her by registered mail. He/she shall then have sixty days to answer these charges before the Council. The Council shall have full power to take measures on such charges, such measures being final and binding on all members of the Academy.

    2. Exclusion from the Academy is also possible if the member is defaulting in paying his/her membership dues for a period of more than 9 months, provided he/she has been notified by registered mail or other traceable means of his default.

    3. The Council decides on possible exclusion of a member from the Academy. The exclusion of any member shall require a 2/3 majority vote of Council members present. Forfeiture of membership so determined shall be effective upon the giving written notice by registered mail thereof by the Secretary to the offending member.

CHAPTER C: THE COUNCIL AND ITS DUTIES

Section 14: The Council.

  1. The Council shall consist of the National Representatives of each European country, represented in the Academy and the Past-President (Sec. 20).

  2. The full members of every European country are allowed and have the right to send a National Representative to the Council. The National Representative has to be full member, life-member or honorary member of the Academy. The National Representative shall be elected by the Academy’s full members of his country. The procedure of this election, especially the necessary majority for election of the National Representative shall be decided by the full members of the respective European country. Membership of the Council as National Representative shall be for 3 years.

  3. The Past President is a member of the Council and shall be the chairperson of the Council. In his absence the Council shall be chaired by the acting President. The President of the Academy does not need to be member of the Council.

Section 15: Duties of the Council.

  1. The Council shall have the following duties:

    1. The election of candidate members and life members.

    2. It shall propose to the Annual General Meeting the person(s) who shall be made full member(s) or honorary member(s) of the Academy.

    3. It shall specify the duties of candidate members and full members.

    4. It shall decide on the termination of any classification of membership by exclusion from the Academy.

    5. It shall decide on the reinstatement of any classification of membership in the Academy after non-payment of dues.

    6. It shall nominate the members of the Executive Board to be elected by the Annual Gerneral Meeting (Sec. 16 par. 4).

    7. It shall release Rules of Procedure for the Executive Board.

    8. It shall elect the members of the Research Committee.

    9. It shall lay down the guidelines of the Academy.

    10. It shall determine the date and venue of the Annual General Meeting in agreement with the Secretary (Sec.. 25).

    11. It shall determine the date and venue of the Council Meetings.

    12. It shall propose to the Annual General Meeting the initial fee and annual dues for members.

    13. It shall determine each year the monetary allowance payable to the Secretary and shall see that such allowance is sufficient to allow the Secretary to hire secretarial services as needed, inclusive of an executive secretary.

    14. It shall submit to each Annual General Meeting an activity report for approval by the Annual General Meeting.

    15. It shall determine each year the monetary allowance of the Treasurer.

    16. It shall decide on the general theme of the scientific meeting two years in advance.

    17. It shall decide on the final program of the scientific meeting one year prior to the meeting.

  2. The Council shall hold at least one meeting each year which shall take place on the day immediately preceding the Annual General Meeting of the Academy. Notice of the Council meeting, including the Agenda, shall be given in writing by the Secretary to each Council member at least two weeks before the date of the meeting. Within this timeframe Council members can propose additional topics for discussion. The minutes of the Council meeting have to be signed by the Chairman and shall be sent to the Council members. Such minutes have to be approved by the Council members at its next meeting. The meetings of the Council shall be opened to all members of the Academy.

  3. The Council shall form a quorum, if 50 % of the national representatives are present. The full members shall be responsible for getting an acting national representative to attend the Council meeting if one of them is unable to attend.

  4. Any action required or permitted to be taken by the Council under the provision of law may be taken without a meeting if all members of the Council individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Council. Such action by written consent shall have the same force and effect as the unanimous vote of the Council members.

  5. It shall take a majority vote of the Council to declare that an emergency exists. During a declared emergency it shall be the duty of the Council to develop methods of procedure for the continuation of the Academy and its activities. The Council shall determine the feasibility of holding a meeting and shall prescribe the type of meeting to be held during such an emergency. During a declared emergency the officers and the elected members of the Council shall remain in office.

CHAPTER D: THE EXECUTIVE BOARD AND ITS DUTIES

Section 16: The Executive Board.

  1. The Executive Board consists of the President, the President-Elect, the Vice-President, the Chairman of the Council, the Treasurer and the Secretary (hereinafter the “Officers”). Only full members and life members shall be eligible to hold executive office.

  2. The Treasurer and the Secretary shall be the statutory representatives (Vorstand) of the Academy within the meanings of section 26 German Civil Code (BGB). They are entitled to jointly represent the Academy; the Treasurer can be granted sole power of representation by the Council.

  3. Nomination for Officers shall be presented to the Annual General Meeting by the Council. Alternative nominations may be made by full members or life-members during the Annual General Meeting.

  4. The election of Officers will be by the Annual General Meeting for a term of [one] year commencing with the financial year following the year in which the respective Annual General is being held. Notwithstanding the foregoing, the Treasurer and the Secretary shall be elected for a [five] year term. The election takes place by simple majority of votes cast, and takes place using secret ballots when and if so requested by one third of the members present and entitled to vote.

Section 17: The President.
The President shall lead the Academy and preside over all its General Annual Meetings. He shall also preside over the Executive Board and all its meetings unless other provisions are made in the bylaws or the Executive Board Rules of Procedure.

Section 18: The President-Elect.
The President-Elect shall assume the duties of the President in the absence of disability of the President.

Section 19: The Vice-President.

  1. The Vice-President shall act as the representative of the President-Elect, the Treasurer and the Secretary in their absence.

  2. The Vice-President of one term shall be nominated President-Elect for the next term.

Section 20: The Past-President.

  1. The president of one term shall become Past-President during the next term.

  2. The President shall be Chairman of the Council. In case of his/her absence or disability, the Council shall be chaired by the Past-President.

Section 21: The Treasurer.

  1. The Treasurer shall take charge of all financial matters of the Academy. He shall be responsible for the monies of the Academy, keep an account of the same and pay all bills. The Treasurer shall, moreover, keep a list of all members defaulting in the payment of dues. He shall present an official annual statement of the financial affairs of the Academy audited by the auditors and report the same to the Academy at the Annual General Meeting each year.

  2. The Treasurer shall be entitled to an adequate monetary allowance as determined each year by the Council to pay all accounts below a determined amount and for reimbursement of expenses incurred. It is understood that the Treasurer shall include his expense account in his annual report. The actual expense account (telephone, mailing costs, secretarial expenses, etc.) is to be granted.

Section 22: The Secretary.

  1. The Secretary shall keep a record of the General Annual Meeting and Council Meeting of the Academy. He shall notify members of meetings, of nominations for membership and similar matters. Moreover, he shall prepare official ballots for election of officers and members of the Council. He shall keep a sufficient number of current copies of the Bylaws on hand at all times. He shall turn to the Council on all matters of policy and in an emergency.

  2. The Secretary shall be entitled to an adequate monetary allowance for reimbursement of expenses incurred. The Council shall see that the compensation to the Secretary be sufficient to allow him to hire secretarial services as needed inclusive of an executive secretary.

CHAPTER E: THE AUDITOR

Section 23: Election and duties of the Auditor.

  1. The Academy shall have two auditors who are elected each year at the Annual General Meeting, by majority vote of members present.

  2. Any full member and life member of the Academy not being a member of the Council may be elected auditor.

  3. Prior to the Annual General Meeting, the auditor shall audit the annual financial statement prepared by the Treasurer. One of the two auditors shall report the results to the Annual General Meeting.

CHAPTER F: ANNUAL GENERAL MEETING

Section 24: Duties of the Annual General Meeting.
The Annual General Meeting shall have the following duties:

  1. Election and discharging of Officers

  2. Election of full members

  3. Election of honorary members

  4. Election of the auditors

  5. Approval of the annual financial statement prepared by the Treasurer

  6. Release of Rules of Procedure for the Council.

  7. Approval of the report of the activities of the Council

  8. Approval of the initial fees and dues

  9. Alternations of the bylaws

  10. Dissolution of the Academy

  11. Any other business put on the Agenda, especially the transaction of business, the presentation of essays and papers upon professional subjects and the presentation of clinics.

Section 25: Convening of the Annual General Meeting.
The Annual General Meeting shall be convened at least once every year by the Secretary. Notification together with the Agenda and previous minutes shall be sent at least 2 weeks prior to the date of the Annual General Meeting. It is assumed that notification will reach the members by regular mail, or fax, or e-mail. Within this timeframe full and life members can propose additional topics for discussion.

Section 26: Extraordinary Annual General Meeting.

  1. An extraordinary meeting of the members shall be convened by the President when the interest of the Academy requires it or when one tenth of the members entitled to vote, request in writing that such meeting be held stating the purpose of and reasons for it.

  2. An extraordinary meeting has the same rights as an Annual General Meeting.

Section 27: Resolutions taken by the Annual General Meeting.

  1. The Annual General Meeting shall be chaired by the President. In the President's absence or disability, the President-Elect or Vice-President shall preside the meeting.

  2. Full members and life-members are entitled to vote. Candidate members and honorary members take part in the Annual General Meeting without being entitled to vote.

  3. The chairman of the meeting shall decide on the method of voting. A secret ballot shall be required if one third of the members present and entitled to vote so demand. An electronic ballot using the Academy's website may be considered an option when and if technology is available and the membership so decides.

  4. The Annual General Meeting shall form a quorum if at least twenty-five percent (25 %) of the members entitled to vote are present. In the absence of quorum, the President shall be liable to convene a second Annual General Meeting within a period of 30 minutes, the Agenda of which shall be the same. The second meeting shall form a quorum irrespective of the number of full members attending it, if the first Annual General Meeting was convened with explicit reference to this Section of the Bylaws (section 27.4).

  5. In general, the resolutions taken by the Annual General Meeting shall require simple majority of all valid votes cast. Any alterations of the By-laws shall require a two thirds majority of members present and entitled to vote.

  6. The resolutions of the annual General Meeting shall be recorded in the minutes which shall be signed by the Chairman and the Secretary. A copy of the minutes of the Annual General Meeting shall be sent to each member of the Academy.

CHAPTER G: COMMITTEES

Section 28: Research Committee.

  1. The Research Committee shall consist of al least seven full members or life-members to include 3 clinicians, 3 University full members and the President. The members of the Research Committee will elect their own Chairman for the term of the Research Committee (3 years).

  2. It shall evaluate all scientific meetings. It shall evaluate and nominate to the Council the Candidate members and informs the Council of the candidate-members eligible for full membership.

  3. It shall submit the general theme of the scientific meeting 24 months in advance to the Council for decision. During the preparation of the scientific program, the Chairman of the Research committee will be briefed on the progress and stay in regular contact with the Program chairman for help and suggestions. Twelve months prior to the scientific meeting, the Research Committee shall evaluate the proposed program together with the President-elect and his Program Chairman. The Research committee shall report eventual suggestions for modification to the Council, that shall decide on the finalised scientific program by a simple majority.

  4. The term of office shall be three years.

  5. Members of the Research Committee will be nominated by the Executive Board to the Council for election by a 2/3 majority.

CHAPTER H: CLINICS

Section 29: Persons giving clinics to be present in person.

  1. Persons consenting to give clinics must do so in person, and in the event of failure to do so, unless for good and valid reasons in the opinion of the Council, will be barred from further appearance on the clinics programme of the Academy.

  2. Commercial exhibits must be permitted by the Programme Committee, nominated by the President. The Programme Committee shall be responsible for the exhibits.

CHAPTER I: FEES AND DUES

Section 30: Payment of fees and dues.

  1. The initial fee for full members and candidate members and the annual dues for full members and candidate members shall be proposed by the Council and approved by the Annual General Meeting.

  2. Life members and Honorary members shall be exempt of all fees and dues. They will be required to pay for luncheon tickets and tickets for any other regularly scheduled social events when attending the meeting.

  3. Annual dues shall be due and voluntarily payable on January 1st of each year and all dues shall be defaulting if not paid free of bank fees until March 31st at the latest.

CHAPTER J: DISSOLUTION OF THE ACADEMY

Section 31

  1. The dissolution of the Academy shall require the four-fifth vote of the full members.

  2. Unless otherwise resolved by the Annual General Meeting, the Treasurer and the Secretary shall be jointly authorized to act as liquidators of the Academy.

  3. The provisions under 1. and 2. apply mutatis mutandis if the Academy is dissolved for a different reason or if it loses its legal capacity.

  4. Upon the dissolution or winding up of the Academy as determined by the Council its assets remaining after payment of provision for payment of all debts and liabilities shall be transferred to the International Red Cross Organisation.

CHAPTER K: NON-EUROPEANS

Section 32
Individuals from the Mediterranean countries outside Europe are eligible for candidate, full, life and honorary membership. Each country will have a seat in the Council.

CHAPTER L: SEX DISCRIMINATION

Section 33
Where the word "he" is used, the word "she" is also implied.

CHAPTER M: LIABILITY

Section 34
No member of the Board or the Council and no candidate-, life-, honorary or full member of the Academy shall be personally liable for the debts, liabilities or obligations of the Academy, within the restrictions of the law.