Constitution and bylaws

CHAPTER I - GENERAL REGULATIONS

ARTICLE 1. Designation

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.

ARTICLE 2. Purpose

1. ESDIP has the following purposes:

a) To promote the advancement of digital and integrative pathology and its related sciences and new techniques;

b) To disseminate the need and benefits of digital and integrative pathology; support research; disseminate and exchange scientific and technical information;

c) 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;

d) To promote, and even edit scientific, technical and dissemination publications;

e) 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.

2. ESDIP does not pursue profit or union activities.

ARTICLE 3. Activities

1. To achieve the purposes indicated in the previous article, the following activities are planned:

a) Support research activity;

b) Dissemination and exchange of scientific and technical information;

c) Organization of national and international seminars and congresses on digital pathology;

d) Promotion and even editing of scientific, technical and dissemination publications;

e) 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;

f) Affiliation to organizations and associations whose purposes are similar.

ARTICLE 4. Address

1. The Association is headquartered in Portugal, in the district of Lisbon, more specifically at Av. António Augusto de Aguiar, 4 Dto, Sala B 19 (1050-012 Lisboa).

ARTICLE 5. Extent

1. 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.

CHAPTER II - SOCIAL BODIES

ARTICLE 6. Association Bodies

The Association's bodies are:

a) The General Assembly

b) The Board

c) The Supervision Body

ARTICLE 9. Board Meetings

1) 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.
2) 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.
3) The Board may deliberate with the presence or representation of at least half plus one of its members.

ARTICLE 18. Composition

1) The General Assembly is the supreme governing body of the Association, composed of all associates.
2) 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.

ARTICLE 19. Meetings

1) 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.
2) 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.
3) 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.

ARTICLE 20. Notice of the General Assembly Meeting

1) 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".
2) 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.

ARTICLE 21. Constitution and resolutions at the General Meeting

1) 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.
2) 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.
3) Deliberations on amendments to the statutes require the favorable vote of three-quarters of the number of associates present.
4) Deliberations on the dissolution or extension of the legal person require the favorable vote of three-quarters of all associates.
5) Decisions taken at the General Meeting are binding on all associates, without prejudice to the possibility of appeal granted to them by law.

ARTICLE 22. Powers of the General Assembly

The General Assembly has the following powers:
a) Assess and approve the annual accounts;
b) Elect the members of the Board;
c) Approve or modify the ordinary membership fees;
d) Dismiss the members of the association's bodies;
e) Decide on the extinction of the association;
f) Authorize administrators to be sued for acts committed in the exercise of their position;
g) Deliberate on amendments to the bylaws.

SECTION II - The Supervision Body

ARTICLE 23. Composition

1. The Supervision Body is composed of a Single Auditor, elected simultaneously with the other bodies.

2. 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:
a) Supervising the Association's Board, being able, for this purpose, to consult the necessary documentation;
b) Give its opinion about the report and accounts of the financial year, as well as about the action program and budget for the following year;
c) Give an opinion on any matters that the other bodies submit to its appreciation.

CHAPTER III - Associates


ARTICLE 24. Requirements to be an Associate

Within the Association there are the following types of associates:
a) Member Associates – are natural persons with scientific or professional, non-commercial interests in Digital Pathology, who request this attribute;
b) Institutional Associates – are public or private entities related to Digital Pathology, which request this attribute and are accepted as such by the Board;
c) 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;
d) 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.

ARTICLE 25. Admission of associates

1. The application for admission is formalized in a standardized form addressed to the Board;

2. 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.

ARTICLE 26. Loss of membership

Associates lose their membership when any of the following causes occur:a) By request of voluntary departure, communicated in writing to the Management;
b) For non-compliance with economic obligations, if they have ceased to proceed with the payment of periodic fees;
c) 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.

ARTICLE 27. The rights of the associates

1. The rights of Member Associates are as follows:
a) Participate in all activities developed by the Association, as well as use and enjoy its goods and services, in the manner determined by regulation;
b) Participate in General Assemblies with the right to voice and vote;
c) To be electors and eligible for positions on the Board, whenever the requirements established by these bylaws are met;
d) 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;
e) Acknowledge the name of all associates and the professional details of those who have not expressly prohibited it;
f) Submit suggestions to the members of the Board, with a view to better pursuing the purposes of the association;
g) To challenge the resolutions of the governing bodies that they consider contrary to the law and/or the bylaws.

2. The rights of Institutional Associates, Partner Associates, and Honorary Associates are as follows:
a) Participate in all activities and works that are developed in the Association, in the manner determined by regulation;
b) Intervene in the functioning of the Association, formulating how many initiatives and how many projects they consider to be beneficial to it;
c) See their valuable strength of knowledge, experience, and opinion recognized and valued.

ARTICLE 28. Obligations of associates

All associates are required to:
a) Defend the interests of the Association;
b) Respect and comply with the agreements validly adopted by the social bodies and representation of the Association;
c) Satisfy the fees indicated by the General Assembly, except in the case of Honorary Members;
d) Inform the Management of any change in personal data relevant to the Association.

CHAPTER IV - Resources and Economic Regime

ARTICLE 29. Economic resources

The economic resources provided for the development of the Association's purposes and activities will be as follows:
a) Periodic and extraordinary membership fees;
b) Subsidies, legacies, or inheritances that could be legally received by members or third parties;
c) Any other lawful resource.

ARTICLE 30. Accounting

1. The financial year will be annual, and its closing will take place on December 31st of each year. The accounts and balance sheets of the Association will be approved annually by the General Assembly.

2. The Digital Pathology Seminars, Conferences, and Congresses will have their own budgets, which will include the Association's contributions and its subsidies, donations, and legacies specifically received for them. The management of the respective 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.

ARTICLE 31. Employees of the Association

1) The Association can employ persons to take care of administrative tasks.
2) These employees take up any tasks delegated by the Board Members.
3) These tasks may include making financial transactions upon request of the President and/or Treasurer and thus include access to the bank accounts of the society.
4) A Member of the Association cannot become an employee of the Association.

ARTICLE 32. Dissolution of the Association

1) The Association will voluntarily dissolve when this is agreed upon at the General Assembly convened for this purpose.
2) 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.
3) 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.

ARTICLE 33º. Omissive Cases

Omissive cases are resolved by the General Meeting, under current legislation.

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