| Statutes
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STATUTES OF THE OECI-EEIG
CONSOLIDATED AS OF 20 APRIL 2005
OECI-EEIG
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Address
OECI-EEIG
c/o Fondation Universitaire
11 Rue d'Egmont
B-1000, Brussels, Belgium
Tel: +32 (0) 2 512 0146
Fax: +32 (0) 2 513 6411
Email: [email protected]
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- 6.5 Resignation of Members
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- 7.1.(b) Functioning and Powers
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- 7.2.(b) Functioning and Powers
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- 7.3.(a) Appointment and Dismissal
- 7.3.(b) General Responsibilities and Reporting
- 7.3.(c) Powers of the Manager
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- 7.4 The Co-ordination Secretariat
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DEFINITIONS (not part of the Statutes)
In this document:
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- "EEC REGULATION 2137/85” shall mean “REGULATION (EEC) 2137/85
of 25 July 1985 on the European Economic Interest Grouping of the
Council of the European Communities”;
- “EEIG” shall mean European Economic Interest Grouping ;
- “Statutes” shall mean the “Statutes of the OECI-EEIG” (this document);
- “Internal Regulation” shall mean the “Internal Regulation of the OECI-EEIG”
(a separate document);
- “Agreement” shall mean the combined set of dispositions set out
in the “Statutes” and in the “Internal Regulation”;
- “Grouping “ shall mean the “OECI-EEIG”;
- “Board’’ shall mean the “Executive Board of the OECI-EEIG”;
- “Office” shall mean the “OECI-EEIG Office in Brussels”;
- “Member” (unqualified) shall always mean “Full Member” and refer
to full membership as per Article 6.1 of the present Statutes.
The term “Member” is qualified (as in “Associate Members”) where necessary
to avoid confusion between the various categories of membership.
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| CONSOLIDATED STATUTES
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ARTICLE 1 : FORM AND NAME
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The "Organisation of European Cancer Institutes European Economic Interest Grouping " or "OECI-EEIG "
(hereinafter called "the Grouping ") is hereby established. The Grouping will be regulated by the
provisions of REGULATION (EEC) 2137/85, by the Belgian law and by the present Agreement.
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The registered office of the Grouping is at Rue d'Egmont 11, 1000 Brussels, Belgium.
The registered office of the Grouping may be transferred within Belgium, by decision
of the General Assembly. It may be transferred anywhere within the Community in accordance
with the conditions contained in Articles 13 and 14 of EEC REGULATION 2137/85.
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The Grouping is created for an unlimited duration.
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The ultimate objective of the Grouping is the development of oncology in Europe for reducing
mortality and morbidity due to cancer and increasing survival and quality of life of the patients.
Therefore, the model of oncology must be based on a global vision of the cancer problem emphasizing
the integration of research and education with diagnosis, prevention and care to promote the
development of comprehensive and multidisciplinary organization within the European Cancer Institutes.
With a view to simplifying and developing the scientific, educational and economic activities of
its Members, to improving the conditions and increasing the outcomes, the object of the Grouping
is mainly: information, training, research, treatment, care, rehabilitation, drafting of guidelines,
data storage and evaluation, cost-benefit, clinical and pre-clinical research, telemedicine and telematics,
education, communication, accreditation, ‘labelisation’ (marking), translational research, epidemiology and
the ethical and social aspects in the cancer area. To this effect, the activities of the Grouping are in particular:
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- to actively seek for funds in order to realize the object of the Grouping;
- to sign every agreement and, more generally, to co-ordinate and/or manage every
project assigned by the European Commission or by any regional, national or international
entity, public or private, including donations;
- to represent Members’ interests with regard to European or international Institutions;
- to spread and exchange data and scientific and economic experiences;
- to assist its Members in carrying out their activities
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The activity of the Grouping has to refer to the activities of its Members and shall
be auxiliary to the members themselves.
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The revenues of the Grouping are constituted by the annual fees of its Members and by subsidies
of private persons or firms, public or private, national, European or international.
The Grouping may also be funded by payments received for services provided by the Grouping
to its Members or to third parties.
The amount of the annual fees shall be adopted by the General Assembly. Rules on financial
contribution are laid down in the Internal Regulation.
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The General Assembly may decide to establish as appropriate, categories of "Associate Membership"
other than the membership pursuant to Article 6.1 herein. For all categories of Associate Membership
so established, the General Assembly shall determine the applicable membership conditions, procedures
and fees.
6.1 Members
Any European cancer Institute and Institution active in the area of cancer, including research,
prevention and care, and which fulfils the conditions provided for in Article 4 of EEC REGULATION
137/85 of 25 July, 1985 on the creation of an European Economic Interest Grouping, may become Member
of the Grouping (hereinafter called a "Member"). Each Member holds a share without nominal value and
is jointly and unlimitedly liable for any debt incurred by the Grouping.
Until the conclusion of the winding-up of the Grouping, creditors may only claim from a Member the
payment of a debt after having demanded payment from the Grouping. Each former Member of the Grouping
shall continue to be liable for debts incurred during the period in which it was a Member.
A new Member shall be liable for debts incurred before its admission to the Grouping, unless decided
and acted otherwise by the General Assembly at the time of admission. The rights and obligations
of the Members not determined by the present Statutes are provided for in the Internal Regulation.
6.2 Associate Members
Any Cancer Institute or Institution, any organization including those composed by two or more members,
any private person or firm active in cancer research or care or in related sectors established in a EU
Member State or elsewhere, may be an “Associate Member” of the OECI (hereafter called “Associate Member”).
Any Associate Member from a State which has applied for accession to the European Union, shall have the right
to choose to become Member of the Grouping from the moment of their State accession to the European Union,
in accordance with the conditions set out in Article 6 herein. The Associate Members are not liable with respect
to third-parties for the affairs of the Grouping. The Associate Members are liable to the Grouping for what
concerns the contractual commitments they may have taken to the Grouping.
6.3 Admission of Members
Applications for admission to the Grouping either as a ‘Member’ or ‘Associate Member’ shall be made
in writing. An applicant that fulfils the conditions to become a “Member” in accordance with Article
6.1 herein shall mention in its application whether it wants to become a “Member” or an “Associate
Member” of the Grouping. Each applicant shall provide all information requested to evaluate its
application and shall be recommended by at least two Members of the Grouping. The applicant shall
produce its statutes, official evidence of establishment and registration (date, location) and other
relevant information (such as internal membership, if applicable) as required by the Grouping.
The General Assembly shall decide upon recommendation of the Executive Board by unanimous voting on
the application for admission of Members and, by simple majority voting, on the application for
admission of Associate Members.
6.4 Expulsion of Members
May be expelled any Member or Associate Member which acts against the interests of the Grouping,
which does not fulfil its obligations imposed by this Agreement or by the Internal Regulation or
which causes serious problems for the functioning of the Grouping. In the case of a complaint regarding
the breach of an obligation prescribed by this Agreement or by the Internal Regulation, lodged by one of the Members,
the Executive Secretary or the President against a Member, such complaint shall be immediately notified to the party
concerned and to the General Assembly. A General Assembly shall be immediately convened, by proposition of the President,
the Executive Secretary or one of the Members. The expulsion shall be decided by the General Assembly, by a two-thirds
majority vote. In the interest of the Grouping, the President may however exclude the Member concerned until the meeting
of the General Assembly. The Member whose expulsion is proposed shall not be entitled to vote on the question of his
expulsion. The expelled member, within one month from the date of the expulsion decision has been notified to him,
may appeal by registered letter. The next General Assembly will decide on the appeal.
6.5 Resignation of Members
Any Member or Associate Member of the Grouping may resign at any moment, but shall inform, at least
six months beforehand, the President by registered letter with copy to the Executive Secretary.
All resigning Members shall pay their fees due and honour all their commitments towards the Grouping.
They also are responsible for executing their parts of pending contracts concluded by with the Grouping
before their resignation and they continue to be liable, both towards third parties and towards the Grouping.
6.6 Loss of Membership
Incapacity, bankruptcy, winding-up, dissolution, resignation or expulsion of a Member or Associate
Member gives rise to the loss of membership. Nevertheless, the Grouping is not dissolved and continues
amongst the remaining Members.
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The organs of the GROUPING are:
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- the General Assembly, and
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7.1 General Assembly
7.1.(a) Composition
The General Assembly is composed of all the Members of the Grouping. The General Assembly is
validly constituted if the quorum of half plus one of the Members is reached. Each Member is
represented either by its legal representative or by proxy, preferably by its scientific or
medical director. The proxy shall hold a written power of attorney signed by the legal
representative and be able to prove his identity to the President. The General Assembly
may decide on every matter connected to the Grouping's activities and take all decisions
in order to achieve the objectives of the Grouping.
7.1.(b) Functioning and Powers
The General Assembly shall meet in ordinary session at least once a year within six months
after the closing of the fiscal year. It shall meet either at the registered office of the
Grouping or in one of the States represented by the members at the Grouping. The General Assembly
shall be convened by the President or, in case he is prevented from doing so, by his substitute.
The convocation shall be sent by registered letter, electronic mail or fax at least thirty (30)
days before the meeting and shall indicate the agenda.
The annual General Assembly has the following powers:
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- adoption of the annual accounts;
- approval of the annual report and of the tasks entrusted to the Executive Board;
- election of the President and of the Executive Board Members;
- adoption of the budget for the following year;
- determination of the membership fees.
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The General Assembly shall meet in extraordinary session upon request of the President or of his
substitute if prevented from doing so, and upon request of half plus one of the Members of the
Grouping. Such request shall indicate the agenda. In this case, the President shall call the
General Assembly within fifteen (15) days from the receipt of the request.
Where a Member is unable to attend a General Assembly, it may either appoint a proxy or send to
the President its written decision on the points on the agenda. The Manager and the Associate
Members or invitees may attend the meetings of the General Assembly but are not entitled to vote.
The minutes of the General Assembly shall be signed by the President and the Executive Secretary.
The General Assembly may also be convened during a meeting in session where all the Members are
present or represented. The decisions of the General Assembly are binding to all the Members and
Associate Members of the Grouping. Generally, all decisions of the General Assembly are taken at
the simple majority of the votes of the Members present or represented. Nevertheless, pursuant to
Article 17 of EEC REGULATION 2137/85, the General Assembly shall decide by unanimity vote, on the
following points:
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- Change of the object of the Grouping;
- Change of the number of votes assigned to each Member;
- Change of the decision-making process;
- Change of the fees charged to some or all Members;
- Admission of new Members;
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7.1.(c) Voting
Every Member has one vote.
7.1.(d) Meetings
The President and the Executive Secretary organise the meetings of the General Assembly
and decide on the location and date of such meetings.
7.2 Executive Board
7.2.(a) Composition
The Executive Board shall be composed of at least the following members:
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- the "President", who presides the meetings of the General Assembly and the Executive
Board;
- the "Vice-President" who shall chair all meetings in the absence of the President;
- the immediate "Former President";
- the "Executive Secretary";
- two "Elected Members", one of whom serves as Treasurer;
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one "Co-opted Member", with no voting rights, designated on the recommendation of the Board.
Co-opted Members need not be representatives from Member institutions. The President and the
members of the Executive Board are elected by the General Assembly on simple majority voting.
The Executive Board has the right to propose to the General Assembly the composition of the
Executive Board to be elected. The Executive Board’s mandate shall be for three (3) years;
its members may be re-elected. Where a Member of the Executive Board leaves his functions before
the end of his mandate, the President, together with the Executive Board, shall appoint
a substitute who shall be confirmed by the next General Assembly. Where the substitute is not
confirmed, new elections shall be held to appoint a new member to the Executive Board.
Only an active representative of a Member may be elected as Executive Board Member except for the
Co-opted Members. Each Executive Board Member has one vote, save for the Co-opted Members who
have no vote. Where the President is unable to exercise his functions, the Vice-President
temporarily substitutes him. The Vice-President becomes President of the Grouping when the
term of the President in office expires. The Executive Board shall meet at least twice a year.
7.2.(b) Functioning and Powers
The Executive Board shall take all necessary steps and make all decisions for the attainment
of the goals of the Grouping. The Grouping is represented by its President for judicial and
extra-judicial acts. All written documents which bind the Grouping shall be signed by the
President or the Executive Secretary or by persons holding specific powers from the General
Assembly or the Executive Board. The President shall convene the Executive Board whenever
he deems it necessary. Furthermore, where at least three Executive Board Members request it,
the Executive Board shall also be convened. A decision of the Executive Board is valid only
if at least three members are present. The decisions are taken by simple majority. In case
of a deadlock, the President has a casting vote. The Executive Secretary or a person entrusted
with this task shall draw up the minutes, which are signed by the President and the
Executive Secretary. Upon the President’s proposal, decisions or votes may be in writing or
in any other written form of communication. The functions of the President and of the other
Executive Board Members are not remunerated. The President or the Executive Secretary shall
carry out acts connected with the day-to-day management of the Grouping and executes all
decision of the Executive Board. This includes inter alia the carrying out of all the
formalities for the constitution or modification of the Grouping before the national
or European authorities, and, in particular, filing incorporation documents, signing all
acts and carrying out all formalities for the publication and registration of the OECI-EEIG
in the appropriate Registers. The Executive Board may appoint a Manager to whom it may delegate
some of its powers and shall control the execution of the mission.
7.3.(c) Powers of the Manager
Generally, the Manager may only carry out acts connected with the daily management of the
Grouping; he may, for example:
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- Sign day-to-day correspondence;
- Purchase, sell or rent goods with a value less than €5.000;
- Cash and receive from the Belgian National Bank, the Belgian Treasury,
any public administration, bank, company or person whatsoever, any sums or securities
which may be due to the Grouping, as principal, interest etc., for any reason whatsoever;
- Withdraw any amount or securities deposited and any amount or securities received;
- Issue receipts on behalf of the Grouping;
- Pay principal, interest and any sum the Grouping might owe, less than €5.000;
- Open bank accounts on behalf of the Grouping;
- Collect, on behalf of the Grouping, from the post office or customs any correspondence
and accept delivery of letters or packages addressed to the Grouping;
- Appoint and dismiss staff of the Grouping, determine their conditions, remuneration,
salary, benefits, and all other conditions relating to their appointment or dismissal;
- Carry out all formalities for the registration of the Grouping with the Belgian or
European authorities, for the updating of the Grouping's registration files and the
filing of incorporation documents; he may sign all documents and carry out all formalities
for the publication and registration of the Grouping with the appropriate Registers.
However, the Grouping is not bound vis-à-vis third parties for the following acts of the
Manager unless such acts have been countersigned by the President or by the Executive
Secretary:
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- Renting, insurance and leasing agreements;
- Purchase of goods or services, whose value is more than €5.000 per good or
service item;
- Loan agreements, whatever their nature or value;
- Cheques or banking transactions, whose amount is more than €5.000, except for
staff payments;
- Contracts between the Grouping and the European Commission or any regional, national
or international body, public or private. The Manager shall take acts and commitments
on behalf of the Grouping only if such acts and commitments remain within the annual budget
of the Grouping.
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7.4 The Co-ordination Secretariat
The Board and the Manager may be assisted by a Co-ordination Secretariat.
The role and tasks of the Co-ordination Secretariat are laid down in the Internal Regulation.
7.5 The Working Groups
The Executive Board or the General Assembly may assign some tasks to "Working Groups".
The Working Groups may include persons not belonging to the Executive Board or who do not
represent Members. The Working Groups are accountable to the Executive Board or to the
General Assembly for the tasks which have been entrusted to them and shall draw a report
of their activities. The rules of procedure of the Working Groups are laid down in the
Internal Regulation.
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At the end of each fiscal year, the annual accounts shall be established and shall be approved
by the General Assembly. The fiscal year coincides with the civil year. The first fiscal year
shall start on the day of the registration of the Grouping with the Brussels Register of European
Economic Interest Groupings and shall end on the 31st of December, 2001.
The profits and losses resulting from the annual accounts shall be considered as profits and losses
of the Members as per Article 21 of EEC REGULATION 2137/85. The General Assembly will decide on
the allocation of the profits and losses. If the annual accounts show a profit, the General Assembly
may decide to allocate a certain proportion of these profits to the Grouping 's reserve fund. If
the annual accounts show a loss, the Executive Board shall require the Members to contribute in equal
shares to the payment of the amount by which expenditure exceeds income.
Each Member shall have right to obtain information about the files of the Grouping and to access
the books and documents relating to the Grouping's affairs. The General Assembly may appoint
independent accountants, whose task shall be to verify the accounts of the Grouping which are
submitted to the General Assembly. |
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The Grouping shall be dissolved by a decision of the General Assembly taken
on a two-third majority vote of the Members present and represented.
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The dissolution of the Grouping shall involve its winding-up. The General Assembly
shall appoint liquidators. The winding-up will be regulated by the Belgian law.
In the event of winding-up, the Members are bound to pay the profits that they may
have drawn from the liquidation of the Grouping to one or more charitable institutions
related to cancer.
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Any dispute regarding the interpretation and execution of the present Agreement
between the Members of the Grouping, or between the Members and the Executive Board,
or between the liquidators and the Members, shall be submitted to arbitration according
to the rules of the CEPANI (Centre for the Study and Practice of National
and International Arbitration).
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After the signature of the present Agreement, the Members of the Grouping meeting in
a General Assembly shall adopt on simple majority the Internal Regulation.
The Internal Regulation may only be modified upon decision of the General Assembly,
taken by simple majority, pursuant to Article 17 of EEC REGULATION 2137/85.
The admission of new Members shall be conditional upon them accepting the terms of the
Internal Regulation of the Grouping.
History
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1st European Association for Cancer Research (EACR) – Organisation of European Cancer Institutes (OECI)
Joint Training Course - “Molecular Pathology Approach to Cancer” recommended 13 European CME credits by ACOE
Amsterdam, March 7th – 9th 2011
Course Web Site
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Bilateral Meeting Organisation of European Cancer Institutes - American Association of Cancer Institutes
“Organization of Comprehensiveness: comparison between OECI and AACI”
Amsterdam, June 16th 2011
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Scientific Conference OECI 2011
“Organization of CCCs: the road map for innovation and the development of personalized cancer medicine”
Amsterdam, June 17th 2011
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OECI General Assembly (restricted to OECI Members and Associated Members)
Amsterdam, June 18th 2011
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FEBS Advanced Lecture Course "TRANSLATIONAL CANCER RESEARCH"
Hotel Porto Bay Falesia, Algarve
September 27 to October 4, 2011
Announcement
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