By-Laws

Preamble

The European Strabismological Association (ESA) emerged from the Consilium Europaeum Strabismi Sudio Detitum (CESSD), which was founded in Paris in May 1962. The ESA was founded in Florence in 1982 with the aim of opening up the former CESSD to all persons with a special interest in ocular motility and binocular vision disorders. The association is now to be continued as a non-profit association registered in Germany.

In order to prevent the association from losing its tax domicile and non-profit status in Germany, it shall be ensured that at least one person residing in Germany is always a member of the executive committee. If this is not possible, at least one special representative residing in Germany shall be appointed.

§ 1 Name, registered office, and fiscal year

1. The association bears the name “European Strabismological Association.” It shall be entered in the register of associations. After registration, it shall bear the suffix “e.V.”
2. The association's registered office is in Munich.
3. The fiscal year is the calendar year.

§ 2 Purpose of the Association

1. The purpose of the Association is to promote science and research and to promote vocational training.
2. The purpose of the statutes shall be achieved in particular by:
   • the dissemination of knowledge about all sensory and motor aspects of strabismus, other eye movement disorders, and diagnostic and therapeutic procedures. Dissemination is achieved through the organization of scientific conferences, seminars, and publications accessible to the general public;
   • the creation of a global terminology that is as uniform as possible, despite linguistic differences, for scientific terms related to eye movement disorders;
   • the promotion of understanding of visual development, movement disorders and misalignment of the eyes, new treatment methods and thus public health;
   • the awarding of scholarships to young ophthalmologists – based on objective funding guidelines – for further education and training in the field of strabismus treatment;
   • the awarding of prizes – based on objective funding guidelines – for the best scientific presentations in the field of strabismology;
   • exchange and cooperation with other non-profit scientific organizations.

§ 3 Non-profit status

1. The association pursues exclusively and directly non-profit purposes within the meaning of the section “tax-privileged purposes” of the German Tax Code.
2. The association acts selflessly; it does not primarily pursue its own economic purposes.
3. The association's funds may only be used for purposes in accordance with its statutes. Members shall not receive any payments from the association's funds.
4. No person may be favoured by expenses that are not related to the purpose of the association as a corporation or by disproportionately high remuneration.
5. In the event of dissolution or termination of the association or discontinuation of tax-privileged purposes, the association's assets shall fall to the Gesellschaft für Strabologie, Neuroophthalmologie und Kinderophthalmologie e.V. (Amtsgericht Wiesbaden VR 2380), which shall use them directly and exclusively for charitable purposes.

§ 4 Members (types of members and commencement of membership)

1. Members are divided into full members, associate members, honorary members, and senior full members.
2. Only natural persons may become full members. To be eligible for membership, a person must have a medical degree, and the application must be supported by two full members, honorary members, or senior full members. The notification of support must be in writing.
3. Associate members may be natural persons without a medical degree. The prerequisite for admission is that the application is supported by two full members, honorary members, or senior full members. The notification of support must be in writing.
4. Honorary members are members who have been honoured upon recommendation by the executive committee and resolution of the general meeting. Honorary members may be recognized personalities who have made important contributions to the field of strabismology or who have rendered outstanding services to the Association. Honorary members are exempt from the obligation to pay dues.
5. Full members and associate members who have completely ceased their professional activities may become senior full members upon application. Senior full members are exempt from the obligation to pay membership fees.
6. Full membership, associate membership, or membership as a senior full member must be applied for in writing to the president and vice-presidents.
7. The executive committee decides on the admission of full and associate members and on the transition to senior full membership.
8. Membership begins upon acceptance of the membership application.
9. An application for membership may be rejected without giving reasons.
10. All members—i.e., regular members, associate members, honorary members, and senior full members—have the right to vote, speak, submit motions, and participate in the general meeting.

§ 5 Termination of membership

1. Membership shall be terminated:
   • upon the death of the member,
   • upon resignation from the association,
   • upon expulsion for good cause,
   • upon removal from the membership list.
2. Voluntary resignation can only be declared in writing at the end of a calendar year. The resignation must be received by the association by September 30 of the year at the latest.
3. Expulsion for good cause may occur if the member:
   • grossly violates the statutes or the decisions and resolutions of the association's bodies,
   • acts contrary to the interests and purposes of the association.

   The executive committee shall decide on the expulsion of a member. The member shall be given the opportunity to be heard before the decision is made.

4. The executive committee may remove a member from the membership list at the end of a calendar year if the member is in arrears with the payment of their membership fee despite two reminders. The removal may take place at the earliest after the fruitless expiry of a period of thirty calendar days after the second reminder letter threatening removal has been sent. The member must be notified of this in writing. Removals shall be brought to the attention of the next general meeting.

§ 6 Membership fees

1. Each member – except honorary members and senior full members – shall pay the annual membership fee in euros for the applicable period.
2. Any costs incurred for the transfer shall be borne by the respective member.
3. In special cases, the executive committee is authorized to exempt members from the obligation to pay the membership fee in whole or in part.
4. Membership fees may be set at different rates depending on the type of membership.
5. Details regarding the amount and due date of membership fees are governed by the membership fee regulations, which are adopted by the general meeting.

§ 7 Organs

The organs of the association are:

• the general meeting and
• the executive committee.

§ 8 Executive Committee (composition and tasks)

1. The executive committee consists of:
   • the president
   • the three vice-presidents
   • the secretary/treasurer
   • the three other members.
2. The executive committee manages the association's affairs and also has the duties assigned to it by the statutes of the association. Its duties include in particular:
   • Proposing honorary members for resolutions of the general meeting
   • Deciding on the admission or expulsion of members and the transition to senior full membership
   • Preparing the general meeting
   • Administering the association's assets and preparing the annual accounts and annual report
   • Preparing an annual expenditure plan
   • Adopting rules of procedure
   • Appointing special representatives (§ 13) and approving the conclusion, amendment, and termination of service contracts with the special representatives
   • Deciding on the establishment or dissolution of committees and the approval of the respective rules of procedure (§ 14)
   • Determining the next meeting locations, local organizers, and program committee.
   • Organisation of symposia
3. The executive committee within the meaning of the German Civil Code consists solely of the president and the three vice-presidents. They represent the Association externally and are each authorized to represent the Association individually. Internally, the power of representation is limited as follows: internally, the President represents the Association primarily, and the vice-presidents represent the Association only with the consent of the President or in the event of his or her absence (e.g., illness).
4. Only full members are eligible for election to the executive committee. The composition of the executive committee should reflect and represent the different regions and languages of the members.
5. The term of office of the members of the executive committee is four years. They are elected individually by the general meeting from among the proposed members. Re-election is permitted once. Each member of the executive committee remains in office until the effective election of a successor. Any member of the executive committee who fails to attend two successive general meetings of the association for no good reason will be considered as having resigned.
6. In the event that a member of the executive committee resigns before the end of their term of office, the remaining members of the executive committee may appoint a replacement member for the remainder of the term of office. This appointment must be reported to the next general meeting.
7. The executive committee is always quorate regardless of the number of offices held.

§ 9 Executive Committee (meetings and decision-making)

1. The executive committee shall meet as required and at its own discretion. It shall be convened by the president or, in his absence, by a vice-president, with one week's notice in writing. The agenda must be sent to the members of the executive committee at least three days before the convened meeting.
2. If at least half of the members of the executive committee request this in writing, the President shall convene the executive committee within four weeks.
3. The executive committee may take decisions in writing, including by fax and email, in telephone conferences and in video conferences.
4. The executive committee shall always be quorate, regardless of the number of offices held.
5. It shall constitute a quorum if it has been duly convened and half of the members of the executive committee, including at least the President or a vice-president, are present.
6. Resolutions of the executive committee shall be passed by an absolute majority of the valid votes cast. Abstentions shall be deemed votes not cast. In the event of a tie, the President shall have the casting vote.
7. Votes shall generally be taken by open ballot. At the request of a member, the vote shall be taken by secret ballot.
8. The executive committee shall decide on the admission of “co-opted guests.” These may participate in a meeting as guests. They have no right to vote.
9. Minutes shall be taken of the resolutions of the meetings and of the resolutions in the procedure pursuant to paragraph 3.
10. The executive committee may adopt rules of procedure.

§ 10 General Meeting (Composition, Convening, Motions, and Tasks)

1. As a rule, at least one general meeting shall be held each year. The annual general meeting may be omitted once every four years if the executive committee so decides.
2. The general meeting may be held either in person (as a meeting attended by members only) or, unless mandatory legal provisions prevent this, virtually (exclusively using technical means of communication) or in a hybrid form (a meeting attended by members in person and virtually).
3. The executive committee shall decide on this at its discretion and inform the members in the invitation.
4. An extraordinary general meeting shall be convened if a simple majority of the executive committee so decides or if one tenth of the members submit a written request to the president or vice-presidents, stating the reasons and the purpose.
5. The meeting shall be convened in writing by the president or, if he is unable to do so, by a vice-president, stating the agenda, with at least one month's notice. The general meeting may be convened electronically by email.
6. All members are entitled to submit motions for the agenda before the next general meeting. Such motions must be submitted at least two weeks before the date set for the general meeting.
7. After the agenda has been announced, urgent motions may also be submitted before and during the general meeting as additional substantive motions. Motions for the election of the executive committee or for amendments to the statutes of the association or the purpose of the Association are not considered urgent motions.
8. Motions within the meaning of paragraphs (6) and (7) must be submitted to the president or vice-presidents.
9. The general meeting shall be chaired by the president or, in his absence, by a vice-president or, if they are unable to attend, by a person appointed by the general meeting.
10. The invitation shall be deemed to have been received as soon as it has been sent to the last address or email address provided by the member to the association.
11. The general meeting is the highest decision-making body of the association. It has the following tasks in particular:
    • Receiving the activity reports of the executive committee
    • Receiving and approving the annual financial statements
    • Receiving and approving the expenditure plans for the next financial years drawn up by the executive committee
    • Discharging the executive committee
    • Resolving amendments to the statutes and changes to the purpose
    • Deciding on the membership fee regulations
    • Electing the members of the executive committee
    • Resolution on the dissolution of the association.

§ 11 General Meeting (quorum and resolution)

1. Every general meeting that has been duly convened is quorate.
2. The general meeting generally resolves by an absolute majority of the valid votes cast. Each member entitled to vote has one vote.
3. Two-thirds of the valid votes cast are required to amend the statutes of the association or the purpose of the association. The dissolution of the association can only be resolved by a majority of three-quarters of the valid votes cast.
4. Abstentions are considered as votes not cast. Members may only exercise their voting rights in person. Proxy representation is not permitted.
5. Resolutions of the general meeting may also be passed in writing, by email, and/or by comparable electronic communication in text form (so-called “star procedure”).
   • The call for a resolution in the star procedure shall be made by the executive committee.
   • Such a resolution shall be valid if all members of the general meeting entitled to vote have been involved, at least one tenth of the members involved have cast their votes in writing by the deadline set by the executive committee, and the resolution has been passed with the required majority.
   • After completion of the star procedure, the results of the resolution shall be communicated to the members of the general meeting in a timely manner.
6. Minutes shall be taken of each general meeting and of the resolutions adopted by the general meeting and shall be signed by the President.
7. The general meeting may adopt rules of procedure and/or election rules.

§ 12 Special representatives

1. The executive committee may appoint at least one and at most two special representatives and entrust them with the performance of, for example, economic, administrative, and personnel matters.
2. The special representative is authorized to represent the association externally. He or she has sole power of representation.
3. The scope of the respective special representative's duties and the extent of his or her management authority in internal relations, as well as cooperation with the executive committee, may be specified in rules of procedure.
4. The executive committee may grant individual or all special representatives full or partial exemption from the restrictions on self-contracting.
5. The special representative may act on the basis of an employment relationship. The president and vice-presidents are responsible for concluding, amending, and terminating such relationships with the prior consent of the executive committee.

§ 13 Committees and Program Committee

1. The executive committee may establish and dissolve committees and commissions for special tasks as required.
2. The executive committee must appoint a program committee to select the presentations and posters to be presented at the annual conference. The selection should be made as far as possible with due regard to high scientific quality and high ethical standards. The presentations and posters to be presented shall be announced on the association's website.
3. The executive committee shall determine the number of committee members and the respective chairpersons. The term of office shall be up to three years.
4. If committees are formed (e.g. local organizers of next meeting, editor), the chairperson of each committee may participate in the meetings of the executive committee as a guest with the right to speak.
5. The committees and the Program Committee may adopt rules of procedure. The rules of procedure must be approved by the executive committee.