Constitution
I. TITLE, AIMS AND FUNCTIONS
1. The title of the organisation shall be EUROPEAN GROUP FOR RESEARCH INTO ELDERLY AND PHYSICAL ACTIVITY (EGREPA), hereinafter called EGREPA.
2. EGREPA is incorporated in Basel, Switzerland.
3. The aims of the EGREPA are:
3.1. To contribute to the public welfare through scientific, literary and educational activities, and
3.2. To promote the extension of functional independence and life expectancy.
3.3. To promote research into the benefits of physical activity for the elderly.
3.4. To disseminate knowledge relating to physical activity for the elderly for public benefit.
4. In pursuit of these aims, EGREPA will:
4.1. Serve as an advisory and coordination agency concerning relevant matters of mutual interest to the members of EGREPA.
4.2. Plan and conduct scientific and educational meetings, to include a biannual conference.
4.3. Publish and distribute proceedings, reports, digests or summaries of any such meetings and programs.
4.4. Conduct other relevant activities, suitable and proper for the achievement of the aims.
5. EGREPA shall be a charitable organisation, not organised or operated for profit.
II. MEMBERSHIP
1. Categories of Membership
1.1. Voting Member
1.2. Student member (nonvoting)
1.3. Honorary or Emeritus Member (nonvoting)
1.4. Institute Members (two votes)
2. The requirements for students and institutions to qualify as Student Member or Institute Member respectively are specified in the EGREPA Bylaws.
3. Any person, institution, organisation, corporation, firm or agency with a demonstrated interest in the aims of EGREPA may apply for membership. Election to membership shall be determined by unanimous vote of the Board of Management.
4. Honorary membership may conferred by unanimous vote of the Board of Management, on those individuals who have performed special services for EGREPA or who have contributed to the accomplishment of the aims of EGREPA.
5. The Board of Management may elect any previous Member, 65 or more years of age who is no longer active in Research for the Physical Activity into Elderly, to the status of Emeritus membership.
III. MEMBERSHIP FEES
1. Annual membership fees in USD are payable at the start of the fiscal year or upon becoming a new member.
2. The annual membership fee will be approved by a two-thirds majority of the voting members of the Board of Management. The minimum amount is 5 USD, the maximum amount is 3000 USD.
3. All membership privileges shall be suspended after a period of default of membership of more than 90 days, upon resolution of the Board of Management.
IV. GENERAL ASSEMBLY
1. The General Assembly of the members consists in the reunion of the members every two years.
2. General Assemblies of EGREPA shall be held at such times and places as the Board of Management shall direct. The Secretary shall notify all EGREPA members of each meeting, at least 60 days before the meeting. During the General Assembly a quorum shall consist of the members present.
3. Every two years, the General Assembly will elect Members of the Board of Management, by a majority of votes, following the rules stated in paragraph V: Elections.
4. The General Assembly may change the Constitution and the Bylaws by two-thirds majority, as established in paragraph XIII: Amendments.
V. ELECTIONS
1. Before each General Assembly, during which elections are to be held, the President shall appoint, with approval of the Board of Management, a Nominating Subcommittee consisting of five Members and the immediate Past-President as Chairman to submit to the General Assembly of EGREPA nominations for membership of the Board of Management, and nominations for Officers of the Association. The Nominating Subcommittee shall give due consideration to representation of all areas that contribute to the activities of EGREPA.
2. The report of the Nominating Subcommittee must be received by the Secretary 48 hours before the General Assembly of EGREPA. Twenty-four hours before the General Assembly of EGREPA, the Secretary shall post, in a conspicuous place, the names of all nominees nominated by the Nominating Subcommittee.
3. Additional nominations for membership of the Board may be made by petition signed by no fewer than ten Members of EGREPA. Such petition must be received by the secretary at the opening of the General Assembly. Thereafter the Members of EGREPA shall elect the Management by ballot at the General Assembly.
4. The Officers of EGREPA shall be elected at the General Assembly by the newly elected Board of Management, which shall meet only for the purpose of electing its Officers.
VI. BOARD OF MANAGEMENT
1. The Board of Management, hereinafter called the Board, consists of the Representatives and the Officers of the Board.
2. The Board is formed by 13 members of EGREPA duly elected during one of the EGREPA General Assemblies.
3. The duration of a term of activity as Representative of EGREPA is two years. This appointment may not be renewed more than twice.
4. A minimum of three new Members of the Board must be elected every two years.
5. Vacancies arising between elections on the Board shall be filled by the Board, unless such vacancies amount to or are more than 1/3 of the Membership of the Board. In this case, the vacancies shall be filled by election at the subsequent General Assembly.
6. The position of the Founding President may be established by the Board, in recognition of such Founding President's outstanding services to EGREPA and the community at large. This office shall be an honorary one, and the Founding President shall be an nonvoting member of the Board.
7. The Board serve without compensation as a community service.
VII. OFFICERS
1. The Officers of the Board of Management shall be a President, President-Elect, Past-President, Vice-President, Secretary and Treasurer. They shall form the Executive Committee of EGREPA.
2. Terms of office shall be for two years, synchronous with the fiscal year, except in the case where an interim vacancy is filled. Periods spent in interim status shall not be considered as term of office.
2.1. The President, Past-President and President-Elect shall hold office for no more than one term.
2.2. The Vice-President shall hold office for no more than two successive terms.
2.3. The Secretary and Treasurer shall hold office for no more than three successive terms.
3. The President shall be the principal officer of EGREPA. She/he shall preside at all meetings of EGREPA members and of the Board. She/he shall vote only to resolve ties and be ex-offico member of all Subcommittees without vote.
4. The President-Elect shall be a Member of the Board who has served for at least two years as a Member of the Board and will perform the duties of the President during the absence or disability of the President. In cases where the vacancy is permanent, the President-Elect shall accede to the presidency and ad-interim President-Elect shall be elected by the Board of Management for the remaining term. The President-Elect shall automatically become President at the end of the previous President's term of office.
5. The Past-President is the Chairman of the Nominating Committee for appointments as representative or as Officer to the Board of Management.
6. The Vice-President shall have such duties as may be assigned by the President or by the Board, and shall preside at meetings of EGREPA in absence of the President and President-Elect .
7. The Secretary shall have general supervision of the keeping of records of meetings, activities, membership and any other records required by law. She/he shall be responsible for arrangements for all EGREPA meetings and shall transmit to the membership of EGREPA such notices as the business of the Board may require and carry out assignments as directed by the Board.
8. The Treasurer shall have general supervision of the fiscal affairs of EGREPA, and other records required by law. She/he shall establish orderly mechanisms and supervise collection of fees, dues, and assessments for members and all disbursements, and preparation and submission of all audited financial reports to the General Assembly, subject to the procedures defined in the Constitution and Bylaws. She/he shall approve all disbursements (except payroll) up to 5'000 USD to be made by EGREPA. Any single disbursement above the limit of 5'000 USD shall be co-signed by the President of EGREPA.
9. There may be an Executive Director, who shall serve at the pleasure of the Executive Committee with the approval of the Board through the authority of the President.
VIII. DUTIES AND POWERS OF THE BOARD OF MANAGEMENT
The duties and powers of the Board are as follows:
1. To adopt rules and regulations covering the election of Members of all categories which might supplement those in the Constitution. Such supplements will be specified in the Bylaws.
2. To elect Members.
3. To determine fees for all categories of membership according to paragraph III/2 of this Constitution.
4. To employ administrative and technical personnel as the Board may consider necessary to support the activities of EGREPA, within the approved annual budget.
5. To establish all Subcommittees.
6. To create such advisory Boards and Councils as may be necessary for effective liaison with other Organisations and the Community.
7. To report to EGREPA annually its work and activities, including a full financial statement, and such interim reports as deemed necessary and advisable.
8. To exercise its legal and constitutional authority and responsibility in the direction and conduct of the affairs of EGREPA, including the initiation and establishment of policy, in order to promote and attain the objectives of EGREPA.
9. To transact all other affairs of EGREPA not otherwise provided for.
10. To terminate the membership of an Officer, representative and/or Member for due cause, by two-third majority vote of the entire Board.
11. Quorum:
11.1. A quorum for conducting business shall be a majority of the voting members of the Board.
11.2. In the absence of a quorum, recommendation for actions may be confirmed by affirmative mail ballot by at least two-thirds of the Board's voting members.
IX. BOARD OF MANAGEMENT MEETINGS
1. The Board of Management shall hold at least one Meeting every year.
2. A meeting of the Board shall be held:
2.1. At the time of the General Assembly.
2.2. During the period between two consecutive General Assemblies, the Board shall have an annual Meeting.
3. Meetings, other than the annual Meeting, may be held at the call of the President, by written notice to all Members of the Board at least 30 days prior the meeting date.
4. The proposed agenda shall be sent to all Members of the Board at least ten days prior to the meeting date.
5. A meeting of the Board may be called by written notice signed by at least one-half of the Members of the Board, at least 30 days prior the meeting date.
6. Business may be conducted by any approved communication devices (mail, e-mail, fax, telephone, or any other legal means). Action must be affirmed by at least two-thirds of the Members of the Board.
X. SUBCOMMITTEES
1.The Board of Management may establish subcommittees for the Constitution and Bylaws, Education, the Newsletter, Nominations, Proceedings, Research, and others, as established in the Bylaws.
XI. FINANCIAL MANAGEMENT
1. Income shall be derived from fees, dues, assessments, gifts, proceeds from conferences, publications, sales and reimbursements for costs incurred in providing services to other organisations or agencies.
2. As recommended by the Treasurer and approved by the Board, EGREPA may accrue and maintain a Reserve Fund comprising an amount up to twice the amount of the annual budget.
3. The financial liability of EGREPA is limited to its financial resources. Under no circumstances can members of EGREPA be held personally liable with their belongings and financial resources.
4. Fiscal year:
4.1. The fiscal year shall be 1 January to 31 December.
4.2. The annual budget for the succeeding fiscal year shall be presented for Board approval at the annual meeting of the Board.
XII. BYLAWS
1. Bylaws shall be established, for the purpose of governing the operations and administration of EGREPA. The term "Bylaws" as used in this Constitution refers only to the EGREPA Bylaws.
XIII. AMENDMENTS
1. Proposed amendments to the Constitution may be submitted in writing to the Constitution Subcommittee by any Member of the Board, or by petition signed by at least ten Members of EGREPA. The Constitution Subcommittee also may recommend amendments to the Constitution.
1.1. Proposals or petitions shall be transmitted by the Constitution Subcommittee to the Secretary, the President of EGREPA and two Officers at least 30 days prior to a meeting of the Board.
1.2. Proposed amendments, petitions for amendments and recommendations for amendments shall be transmitted in writing to all Members of EGREPA by the Secretary at least ten days prior to the first following General assembly.
1.3. A proposed amendment to the Constitution is adopted upon an affirmative vote by at least two-thirds of the membership present and voting at the General assembly.
2. An adopted amendment shall become effective 30 days after the Meeting at which it was adopted. The Secretary shall mail copies of the amendments to all EGREPA Members within 30 days following the Meeting.
XIV. SECRETARIAT
1. EGREPA shall maintain a secretariat located within Europe, the location of which is the Office of the Secretary.
XV. GENERAL
1. Notwithstanding any provision of the Constitution or Bylaws, which might be liable to contrary interpretation, EGREPA is organised and operated exclusively for scientific, literary and educational purposes.
1.1. No part of the net earnings of EGREPA shall or may under any circumstances inure to the benefit of any individual or association except as specified in this Constitution.
1.2. No part of the activities of EGREPA shall consist of carrying on propaganda or otherwise attempting to influence Local, State, National or European Legislation. EGREPA shall not participate in, or intervene in (including the publishing or distributing of statements) any campaign on behalf of any candidate for public office.
2. All official records, archives, and historical material shall be held in custody of the Secretary, except as otherwise directed by the Board of Management.
XVI. ESTABLISHMENT AND DISSOLUTION
1. EGREPA will be established at a meeting of a minimum of live persons who accept the provisions of this Constitution and adopt Member status.
2. EGREPA may be dissolved by the Board of Management following a vote of all members of EGREPA. Such dissolution shall become effective only after notice of such proposal has been transmitted to all Members of EGREPA and a two-thirds majority has expressed their acceptance in writing within 90 days following transmittal of notice to dissolve.
3. Upon dissolution and satisfaction of all debts, the Board shall distribute the remaining assets to charitable organisations.
4. EGREPA is hereby established and the provisions of this Constitution are accepted.
Michael Sagiv Wingate Institute, Israel President
António T. Marques University of Porto, Portugal President-Elect
Agustin M. Ortega Instituto Nacional de Educación Past President Física, Madrid, Spain
Peter Vogelaere University of Brussels, Belgium Founding President
Hartmut Baumann University Erlangen- Nuernberg, Vice-President, Germany
Rolf Ehrsam University of Basel, Switzerland Treasurer, Basel, Switzerland
13. March 1998.