EUROPEAN MILK BANK ASSOCIATION

Transcription

1 European Milk Bank Association: EUROPEAN MILK BANK ASSOCIATION 2010 The constitution of the European Milk Bank Association (EMBA) as agreed on Friday 15th October 2010 by the Association Members in Milan, Italy CONSTITUTION 1

2 2 EUROPEAN MILK BANK ASSOCIATION (EMBA) CONSTITUTION October DENOMINATION The name of the Association is European Milk Bank Association (E.M.B.A.) The definition of human milk banking is the collection, storage, screening, processing and distribution of human milk. 2. SEAT The Association has its seat in Milan, Italy 3. DURATION The Association has an unlimited duration.

3 3 4. OBJECTIVES The Association is a non profit organization whose agreed aims are to promote social and health related activities which adhere to the principles of the International Agreement of Minors Rights (O.N.U. 1989) and to the concepts of global and effective perinatal care. The Association pursues the following objectives: a. Promote breast feeding b. Promote the donation of human milk to Human Milk Banks (HMB) c. Promote the utilization of donor human milk for premature infants and other infants with specific needs who do not have access to their own mother s milk d. Promote milk banking and the establishment of new human milk banks e. Promote international co-operation between HMBs and between National Associations/Groups of Human Milk Banks in Europe f. Prepare international and regularly revised guidelines to set standards for the practice of milk banking g. Promote quality control of donor human milk banking among member banks through adherence to guidelines h. Provide a forum for the exchange of information about milk banking i. Promote continual education and updating of health and social workers in the field of human milk banking j. Promote and support research to improve the knowledge and the quality of human milk and its clinical uses k. Act as liaison between member institutions and national governments l. Aim to organise an annual International Human Milk Banking Conference

4 4 5. COOPERATION The Association can develop its activities in co-operation with any other public or private institution according to the objectives of the constitution. 6. MEMBERS CRITERIA OF ADMISSION AND EXCLUSION 6.1 Members (persons or organizations with non profit purposes) are those who have subscribed to the title deed and submitted an application form. They will be admitted as members by the Board of Directors because of their eligibility to join and their stated adherence to the Association s objectives. 6.2 The application to the Association must be completed on specific forms and submitted to the Secretariat of the Association (see Appendix 1). The application, besides personal data, must contain relevant professional information (personal data will not be shared with or provided to any other organisation). The Secretary will send the application to the Board of Directors. The decision of the Board will be added to the form. Following affirmation by the Board of Directors, a new member will be obliged to pay the annual registration fee. On receipt of the registration fee, the President will issue a membership card and will include the name in the official register of the members. 6.3 The members of the Association will be categorised as follows: - Founder Members (right to vote): individuals who contributed to the establishment and constitution of the Association.

5 5 - Milk Bank Members (right to vote): individuals involved in the activity of European Milk Banks. Each Bank can be represented by a maximum of two delegates. Additional members of staff are welcome as Extraordinary members. - Extraordinary Members: individuals with a professional or personal interest in Human Milk Banking. They can participate in and contribute to the meetings but they do not have a right to vote. - Non profit organisation members: organisations which promote and support human milk banking and the use of donor human milk where appropriate. The organisation will be represented by one nominated person who will not have a right to vote. - Honorary Members: individuals appointed by the Board of Directors for their strong support of the activities of the Association. They do not have a right to vote. 6.4 Only the Founder Members and Milk Bank Members have the right to vote. All the members have the same duties towards the Association and, with the exception of Honorary Members, are obliged to pay an annual membership fee which will be determined by the Board of Directors annually. Membership will run from 1st January to the 31st of December. 6.5 The members are obliged to observe the present Constitution and have the right to participate in the life of the Association and in the meetings. 6.6 The Board of Directors must keep a register of members. 6.7 A member whose subscription is six months in arrears ceases to be a member but may be readmitted on payment of the due amount. 6.8 A member may resign by written notice to the Association.

6 6 6.9 The Board of Directors may terminate the membership of any individual or organisation whose continued presence in the Association, in the reasonable view of the Board, is not in accordance with the objectives of the Association. The member should receive a written notification of termination of membership and he/she will have the opportunity to submit a written appeal in response within 14 days of receiving notice. The Board of Directors will announce its final decision after considering the member s arguments. 7. AFFILIATION BY NATIONAL MILK BANKING ASSOCIATIONS/ GROUPS The EMBA welcomes affiliation with national milk bank associations and groups as a means to promote international cooperation. One nominated person who will not have a right to vote will represent the national association or group. 8. EMBA MEMBERSHIP/AFFILIATION FEE For the first year of the Association, the Membership/Affiliation fees will be as follows: Association membership fee for Founder Members and Milk Bank Members: Association membership fee for Extraordinary Members : Membership fee for Non Profit Organisation : 80 per year 50 per year 200 per year Affiliation fee: 50 per year

7 7 Honorary Members do not have to pay an Association Fee. 9. ASSOCIATION BODIES 9.1 Association Bodies are: - the Members Assembly - the Board of Directors : it consists of 11 members representative of at least 7 different European countries, and includes: - President and Vice-president, who cannot be from the same country; - Secretary - Treasurer - Auditors Committee, consisting of two members. 9.2 For the first year of the life of the Association, the Board of Directors will be elected by and from the Founder Members (see appendix 2). At the end of the first year, the Board of Directors will stand down. After this, a new Board of Directors will be elected at the Annual General Meeting (AGM) by the Members with the right to vote. Nine Directors will be Founder Members and/or Milk Bank Members, two Directors will be Extraordinary and/or Honorary Members. The two Extraordinary or Honorary Members elected as Directors, once elected, will gain the right to vote during their term of office. 9.3 The term of office for the members of the Board of Directors, including the President, the Vice-president, the Secretary, the Treasurer and the Auditors Committee, is for three years and the members will be eligible for re-election. If a Director stands down

8 8 before the end of the term of office, an election for the vacant position will be held at the following AGM. 9.4 The President, the Vice-president, the Secretary, the Treasurer, and the Auditors Committee are elected by the Board of Directors. 9.5 Any position in the Association is unpaid except for previously approved documented expenses made by the members of the Board of Directors during their work for the Association which will be refunded. In special circumstances, which have to be justified, the Board of Directors can approve documented expenses made by members of the Association. 10. DUTIES OF THE BODIES 10.1 BOARD of DIRECTORS The Board of Directors has the control of the Association and its property and funds The Board of Directors is convened by the President when he/she believes it is necessary or when he receives a written request from at least two thirds of the members of the Board of Directors The Board of Directors has the following duties: a. to delegate any of their functions to Committees consisting of two or more persons appointed by them (but at least one member of every Committee must be a Board member and all proceedings of Committees must be reported promptly to the Board of Directors); b. to make Standing Orders consistent with this Constitution to govern proceedings at general meetings;

9 9 c. to make Rules consistent with this Constitution about the Board of Directors and Committees; d. to make Regulations consistent with this Constitution about the running of the Association (including the operation of bank accounts and the commitments of funds) PRESIDENT The President of the Association is elected by the Board of Directors and chairs the Board The President of the Association takes care directly or with the help of the Secretary of the register of the members, the record of the minutes of the AGM and the record of the minutes of the Board of Directors meetings The President of the Association looks after the money and the properties of the Association and he/she is responsible for banking and cash transactions VICE-PRESIDENT. The Vice-president of the Association replaces the President when he/she cannot attend the meetings. If the President stands down before the end of the term of office, the Vice-president will assume the role of President until the next meeting of the Board of Directors when a new President will be elected by the Board SECRETARY The Secretary helps the President in the application of deliberations The Secretary attends all the meetings of the Association, and writes the minutes of the meetings.

10 The Secretary takes care of the administrative, technical, and organizing aspects of the Association TREASURER The Treasurer approves the reimbursement of expenses previously authorized by the Board of Directors The Treasurer provides the annual financial statement at the AGM and regularly informs the Board on the financial situation of the Association The Treasurer can authorise and sign banking transactions with the written approval of the President AUDITOR S COMMITTEE The Auditor s Committee monitors and approves the financial report of the Association. 11. GENERAL MEETINGS 11.1 An Annual General Meeting (AGM) must be held every year with the exception of the first AGM which can be held at any time within 18 months after the formation of the Association All members are entitled to attend general meetings of the Association in person or (in the case of a member organisation) through an authorised representative General meetings are called by 30 clear day s written notice to the members specifying the subjects to be discussed There is no quorum required for the general meetings Every issue at a general meeting is determined by a simply majority of the votes of the members present.

11 An Extraordinary General Meeting (EGM) is convened when the Board of Directors believes it necessary or when a written and justified request comes from at least one third of the voting members of the Association During an AGM the voting members: receive and approve the financial account of the Association for the previous year receive and approve the report of the Board of Directors on the Association s activity since the previous AGM elect the Board of Directors elect new members of the Board of Directors to replace those retiring from office discuss and determine any issue of policy or deal with any other business put before them decide the seat and the date of the next International Human Milk Banking Conference 12. BOARD OF DIRECTORS MEETINGS 12.1 The quorum required is six members The Board of Directors must hold at least one meeting each year A Board of Directors meeting may be held either in person or through electronic means agreed by the Board in which each participant may communicate with all other participants At the Board of Directors meetings, every issue may be determined by a simple majority of the votes. In the case of no majority, the President will have the casting vote.

12 13. PROPERTY & FUNDS Funding of the Association is only acceptable from companies compliant with the World Health Organisation International Code of Marketing of Breast-milk Substitutes (WHO Geneva, 1981) see The property and funds of the Association must be used only for promoting the Objectives and do not belong to the Members of the Association or the Board of Directors No member of the Board of Directors may receive any payment of money or other material benefit (whether direct or indirect) from the Association except reimbursement of reasonable out of pocket expenses (including hotel and travel costs) actually incurred in the administration of the Association Whenever a Board of Directors member has a personal interest in a matter to be discussed at a Board meeting, the Board member must: declare an interest before discussion begins on the matter; withdraw from any part of the meeting unless expressly invited to remain in order to provide information; not be counted in the quorum for that part of the meeting; withdraw during the vote and have no vote on the matter. 14. DISSOLUTION AND LIQUIDATION 14.1 The Association dissolves as a result of the decision of the members Assembly or for inactivity of the Association lasting more than two years.

13 The Assembly deliberating the break up of the Association and the nomination of the official receivers will decide about allocation of the remaining estate The official receivers, taking into considerations the decisions of the Assembly and after consultation with the control organisation indicated by article 3, paragraph 190, Italian act 662 of 1996, December 23, will select the non profit organisation of social and public interest acting in a similar field for allotment of the estate. 15. AMENDMENTS This Constitution may be amended at a general meeting by a two thirds majority of the votes. The members must be given 30 clear days notice of the proposed amendments either by regular mail or by .

14 14 APPENDIX 1 EUROPEAN MILK BANK ASSOCIATION (EMBA) MEMBERSHIP / AFFILIATION APPLICATION FORM Date of application (DD/MM/YY): *NAME OF INDIVIDUAL OR ORGANISATION *NAME OF MEMBER (OR REPRESENTATIVE IF ORGANISATION OR AFFILIATION) TITLE: NAME: FIRST NAME(S): MALE FEMALE (PLEASE CIRCLE) PROFESSIONAL ACTIVITY ACTIVITY TYPE (EG MILK BANK MANAGER): ORGANISATION NAME: INTERNET HOME PAGE: INRA *MEMBER (OR ORGANISATION) ADDRESS STREET NAME AND NUMBER: CITY: PO BOX : POSTAL CODE: PHONE : FAX: COUNTRY: Membership Category: (Tick box) Founder Member Milk Bank Member Extraordinary Member Non Profit Organisation Member National Milk Bank Association/Group Affiliation I have read the constitution of EMBA and accept all the articles of the constitution (checkbox) SIGNATURE Date *Must be completed Decision of the Board of Directors: Accept Decline (please circle) Date: Signature: Name: Personal data given in this form will not be shared with or provided to any other organisation.

15 APPENDIX 2 15 Founding members of the European Milk Bank Association 1. France Professor Guy Putet, Lyon Dr Clair-Yves Boquien, Nantes 2. Germany Dr Corinna Gebauer, Leipzig 3. Greece Dr Stella Egglezou, Athens 4. Italy Professor Guido Moro, Milan Assoc Professor Sertac Arslanoglu, Milan 5. Norway Anne Hagen Grovslien, Oslo 6. Slovakia Dr Katarina Vicianova, Bratislava 7. Spain Professor Antoni Gaya, Mallorca 8. Sweden Assoc Professor Staffan Polberger, Lund 9. Switzerland Kerri Frischknecht, St. Gallen 10. United Kingdom Gillian Weaver, London These are the members from countries in Europe with one or more active milk banks (as at date of meetings*) who have contributed to the establishment of the EMBA by attending the initial meeting/s* and promoting the establishment of the Association in their respective countries. * Milan, Italy, 16 th October 2008 Vienna, Austria, 25 th September 2009