With the name “ESDIP – European Society of Digital and Integrative Pathology”, a non-profit scientific association is constituted, for an indefinite period of time, that will be governed by the provisions of these bylaws and other applicable legislation.
- ESDIP has the following purposes:
- To Promote the advancement of digital and integrative pathology and its related sciences and new techniques;
- To disseminate the need and benefits of digital and integrative pathology; support research; disseminate and exchange scientific and technical information;
- To promote the association of individuals and legal entities whose field of activity is within the scope of digital and integrative pathology; organize national and international seminars and congresses, dedicated to digital pathology;
- To promote, and even edit scientific, technical and dissemination publications;
- To be the interlocutor that promotes, before public and private organizations, the organization and standardization of norms and requirements necessary for the correct application of solutions in the area of digital and integrative pathology.
- ESDIP does not pursue profit or union activities.
To achieve the purposes indicated in the previous article, the following activities are planned:
- Support research activity;
- Dissemination and exchange of scientific and technical information;
- Organization of national and international seminars and congresses on digital pathology;
- Promotion and even editing of scientific, technical and dissemination publications;
- Promotion, with public and private entities, of standards and requirements that prove necessary for the correct application of solutions in the field of Digital and Integrative Pathology.
- Affiliation to organizations and associations whose purposes are similar.
The Association is headquartered in Portugal, in the district of Porto, in the parish of Paranhos, more specifically at Rua da Constituição nº 668, 1º Esquerdo Traseiras, (4200-194 Porto).
The Association’s activities are developed in the national territory, but may cover the whole of Europe, without prejudice to its extension outside the mentioned territory, due to the integration in other organizations and/or the constitution of delegations, as well as the carrying out of specific activities with public or private entities that do not have their headquarters in Portuguese territory.
The Association’s bodies are:
- The Board
- The General Assembly
- The Supervision Body
Composition of the Board
- The Association is managed and represented by a Board formed by five elected members, being a President, a Vice-President, a Secretary, a Treasurer, and a Voting Member, with a term of four years.
- The Board may coopt up to four new members during its term, but always maintaining an odd number of members.
- The coopted Board members will assume the role of Voting Members.
- Non-coopted Board members are elected every four years at the General Assembly, with the possibility of reelection.
- None of the positions that make up the Board will be remunerated, in any way.
Procedure for election and replacement of members of the Board
- The election of the members of the Board by the General Assembly is carried out by submitting candidacies forty-five (45) days in advance of the date announced for the General Assembly, in which the election is to take place.
- In case of absence or illness of a member of the Board, the member may be provisionally replaced by another member of the Board, upon the appointment of the majority of its members.
- The members of the Board may voluntarily resign from their position, through written communication addressed to that same social body.
- The members of the Board who have completed the term for which they were elected maintain their position until their replacement is accepted.
- The Board must meet at least once a year, upon prior notice made by its President, without prejudice to being able to meet more frequently due to the importance of the matters in question, or if so requested by the President, or by a third of the members of the Board.
- The convocation of the Board meeting is carried out by the Secretary, at the request of the President, at least ten (10) days in advance, by any legally permissible means, together with the corresponding agenda.
- The Board may deliberate with the presence or representation of at least half plus one of its members.
- The Board’s resolutions are taken by a simple majority vote of the intervening parties, and in the event of a tie, the President has the right to a casting vote.
- The Board may deliberate by any means that are legally permissible for this purpose.
- The attributions of the Board cover, in general, all acts aimed at pursuing the purposes of the Association and which, according to the Bylaws, do not require the express authorization of the General Assembly.
- The following are specific faculties of the Board:
- Represent the Association before the various public or private entities, national or international;
- Look after the development of the Association and the fulfillment of its purposes;
- to execute the resolutions taken at the General Assembly;
- Approve the operating regulations of the Board, Committees, working groups, the Advisory Board, and the Electoral Regulations;
- Plan, direct, and supervise all activities, events, and services of the Association;
- Implement the economic and administrative management of the Association, admitting the performance of acts and contracts that prove to be opportune;
- Propose to the General Assembly, for approval, the amount of the fee to be paid by the different classes of Associates and its frequency;
- Formulate and submit the annual accounts and balance sheets for approval by the General Assembly;
- to accept donations and collaborations of any kind;
- Decide on the admission of new members and keep the list of members updated;
- Propose the change of headquarters of the Association;
- Deliberate on the extinction and creation of working groups and committees, and appoint or replace the members that comprise them;
- Deliberate on the creation of an Advisory Board and appoint or replace its members;
- Convene ordinary or extraordinary general meetings, on its own initiative or at the request of members, per the bylaws.
Functions of Board Members
Of the President
The President has the following attributions:
- Represent the Association before any entity or private and legally bind it;
- Convene, preside over and close the Board meeting sessions;
- Order payments and authorize, with their signature, any documents, minutes, and correspondence;
- Adopt any urgent measure that is convenient for the proper functioning of the Association or for the development of its activities, without prejudice to later reporting to the Board.
Of the Vice-President
- The Vice-President assists the President and exercises the powers that the President agrees to delegate, and replaces the President in case of absence due to illness or any other cause, having, in this case, the same attributions as the President;
- In case of impediment of the President under the terms of the previous article, the Vice-President shall be able to exercise the duties of the President, from the moment when the verification of the existence of the impediment is deliberated in the minutes of the Board meeting.
Of the Secretary
The Secretary is responsible for directing the purely administrative work of the Association, and his duties are as follows:
- Issue certificates with the authorization of the President;
- Prepare documentation for Board meetings;
- Close the minutes of Board meetings and keep the Association’s books according to the Law;
- Follow up on the Board’s deliberations;
- Sign and order the filing of correspondence, documents, and requests;
- Maintain and make available the updated list of members;
- Assist the President and exercise the powers that the President agrees to delegate;
- Keep the accounts and inventory of the Association if the Treasurer so requests;
- Take charge of relations and administrative procedures with administrations and other public and private bodies.
Of the Treasurer
The Treasurer is responsible for directing the economic work of the Association, and his duties are as follows:
- Collect and conserve the revenues belonging to the Association;
- Comply with the payment orders of the President and the Board;
- Propose to the Board the formulation of the Association’s balance sheets and annual accounts, to be submitted to the General Assembly.
Of the Voting Members
The Voting Members have the obligations inherent to the positions of members of the Board, as well as those resulting from delegations or work committees entrusted to them by the Board.
- Vacancies that may occur during the term of any member of the Board will be filled by the members of the Board, on a provisional basis and following the bylaws, until the final election by the General Assembly.
- In case of absence, the Vice-President will substitute the President and, if there is no Vice-President, the function will fall to the Secretary, and, in turn, the Treasurer will substitute the Secretary and the Secretary will substitute the Treasurer.
- The General Assembly is the supreme governing body of the Association, composed of all associates.
- The President and Secretary of the General Assembly are elected at the first General Meeting after the elections for the Board and the Supervisory Board.
- Meetings of the General Assembly can be ordinary or extraordinary; the ordinary meeting will be held once a year and extraordinary meetings will be held when circumstances so advise, either following the Board’s decision, or when proposed in writing by at least twenty percent (20%) of the associates.
- The conclusion of the General meeting must take place before thirty (30) days from the date of the decision taken by the President or by the Board or from the date of submission of the application of the associates.
- At the request of the Board, the General Assembly may take its deliberations through a videoconference system or other electronic means that ensure adequate participation to those who attend the convened meeting, without requiring the presence of the interveners in the same physical location, but only when the law allows it.
Notice of the General Assembly Meeting
- Notices of General meetings shall be sent out by any legally admissible means thirty (30) or fifteen (15) days in advance, depending on whether the meetings are ordinary or extraordinary. In either case, the notice must state the place, day and hour of the meeting, as well as the agenda with the specific indication of the matters to be dealt with, and, in the case of ordinary meetings, the last matter to be dealt with shall be “Questions and Answers”.
- Up to fifteen (15) days before the date of the General Assembly meeting, associates may submit, in writing, the proposals they wish to submit for consideration and approval, which will be included by the Board in the corresponding agenda.
Constitution and resolutions at the General Meeting
- Meetings of the General Assembly, whether ordinary or extraordinary, are considered to be constituted in the first call when half of the associates entitled to vote are present, and in the second call half an hour later, regardless of the number of associates present.
- Decisions must be taken by an absolute majority of the votes of the Associate Members present or represented when the affirmative votes exceed the negative ones, with null or blank votes not being counted for this purpose, nor abstentions.
- Deliberations on amendments to the statutes require the favorable vote of three-quarters of the number of associates present.
- Deliberations on the dissolution or extension of the legal person require the favorable vote of three-quarters of all associates.
- Decisions taken at the General Meeting are binding on all associates, without prejudice to the possibility of appeal granted to them by law.
Powers of the General Assembly
The General Assembly has the following powers:
- Assess and approve the annual accounts;
- Elect the members of the Board;
- Approve or modify the ordinary membership fees;
- Dismiss the members of the association’s bodies;
- Decide on the extinction of the association;
- Authorize administrators to be sued for acts committed in the exercise of their position;
- Deliberate on amendments to the bylaws.
The Supervision Body
- The Supervision Body is composed of a Single Auditor, elected simultaneously with the other bodies.
- The Supervision Body is responsible for controlling and supervising the Association and, within this scope, may make the recommendations it deems appropriate to the other bodies with a view to complying with the law, the statutes and the regulations, namely:
- Supervising the Association’s Board, being able, for this purpose, to consult the necessary documentation;
- Give its opinion about the report and accounts of the financial year, as well as about the action programme and budget for the following year;
- Give an opinion on any matters that the other bodies submit to its appreciation.
Requirements to be an Associate
Within the Association there are the following types of associates:
- Member Associates – are natural persons with scientific or professional, non-commercial interests in Digital Pathology, who request this attribute;
- Institutional Associates – are public or private entities related to Digital Pathology, which request this attribute and are accepted as such by the Board;
- Partner Associates – are associations or companies related to Digital Pathology that request this attribute and are accepted as such by the Board, and that sign a cooperation agreement with the association;
- Honorary Members – are natural persons who, due to their prestige and for having contributed in a relevant way to the dignification and development of the association, are deserving of such distinction, being proposed as such by the Board.
Admission of associates
- The application for admission is formalized in a standardized form addressed to the Board;
- The application for admission is formalized in a standard form addressed to the Board;
- Requests for admission as associates are considered by the Board, or by its members in which such task is delegated, notifying the interest of its acceptance, or not, by the Board, as Member Associate, Institutional Associate and Partner Associate with effect from the payment of the membership fee.
Loss of membership
Associates lose their membership when any of the following causes occur:
- By request of voluntary departure, communicated in writing to the Management;
- For non-compliance with economic obligations, if they have ceased to proceed with the payment of periodic fees;
- For non-compliance with these bylaws or for the practice of any other act worthy of this sanction, in the opinion of the Board, in which case, a reasoned decision will be drawn up and the interested party will be heard.
The rights of the associates
- The rights of Member Associates are as follows:
- Participate in all activities developed by the Association, as well as use and enjoy its goods and services, in the manner determined by regulation;
- Participate in General Assemblies with the right to voice and vote;
- To be electors and eligible for positions on the Board, whenever the requirements established by these bylaws are met;
- Request, at all times, information about the composition of the association’s bodies, as well as about their administrative and economic situation and the association’s activities;
- Acknowledge the name of all associates and the professional details of those who have not expressly prohibited it;
- Submit suggestions to the members of the Board, with a view to better pursuing the purposes of the association;
- To challenge the resolutions of the governing bodies that they consider contrary to the law and/or the bylaws.
- The rights of Institutional Associates, Partner Associates, and Honorary Associates are as follows:
- Participate in all activities and works that are developed in the Association, in the manner determined by regulation;
- Intervene in the functioning of the Association, formulating how many initiatives and how many projects they consider to be beneficial to it;
- See their valuable strength of knowledge, experience, and opinion recognized and valued.
Obligations of associates
All associates are required to:
- Defend the interests of the Association;
- Respect and comply with the agreements validly adopted by the social bodies and representation of the Association;
- Satisfy the fees indicated by the General Assembly, except in the case of Honorary Members;
- Inform the Management of any change in personal data relevant to the Association.
Resources and Economic Regime
The economic resources provided for the development of the Association’s purposes and activities will be as follows:
- Periodic and extraordinary membership fees;
- Subsidies, legacies, or inheritances that could be legally received by members or third parties;
- Any other lawful resource.
- The financial year will be annual and its closing will take place on December 31 of each year. The accounts and balance sheets of the Association will be approved annually by the General Assembly.
- The Digital Pathology Seminars, Conferences, and Congresses will have their own budget, which will include the Association’s contributions and its subsidies, donations, and legacies specifically received for them. The management of this budget is the responsibility of the Organizing Committee of each Seminar, Conference, or Congress, which must inform the Board of the results, and this, in turn, will inform the General Assembly.
Dissolution of the Association
- The Association will voluntarily dissolve when this is agreed upon at the General Assembly convened for this purpose.
- In the event of extinction of the Association, the General Assembly, or the entity that decreed the extinction, will be responsible for deciding on the destination of its assets, following the legislation in force, as well as electing a liquidation commission.
- The powers of the liquidation committee are limited to the practice of merely conservative acts and necessary either for the liquidation of the company’s assets or for the finalization of pending transactions.
Omissive cases are resolved by the General Meeting, under current legislation.