Statutes

Article 1. EBAss Uk is a charity existing under the Charities Act 2011, an international unincorporated association with scientific purpose for the benefit of Nurses, Operators and Technicians working in the field of Hyperbaric Operations has been set up under the name of European Baromedical Association, i.e, EBAss.

Article 2. The address of the registered office is in United Kingdom, 8 Research Way, Plymouth Science Park, Derriford, Plymouth, PL6 8BU. It could be transferred to another place in the United Kingdom only after approval of the Board of Directors. Any modification of the registered office must be registered with the UK Charities Commission. By decision of the Board of Directors, the association has the utility of setting up agencies in the UK or abroad.

Article 3. The purpose of the association is to gain a better integration for nurses, operators and technicians belonging to Baromedical European Centres and this, especially:

• In developing groups of study and thoughts,

• In developing the inter professional means of communications,

• In harmonizing education programs re those staff,

• Providing independently accredited examinations for staff working in the hyperbaric field.

The association is entitled to perform any directly or indirectly relevant acts. The association can give assistance and be interested in any similar activity.

Article 4. The association is made up for an unlimited duration, by decision of the General Assembly, it can be broken up at any time.

Article 5. The number of associates is not limited, the minimum number is 3. The associate may be of UK or foreign nationality.

Article 6. Anyone who wants to join the association is required to write to the Board of Directors and is required to complete and submit the association’s application form. Any individual joining the association agrees without reservation, a total acceptance of the rules and statutes of the association.

Article 7. Three types of members exist.

7.1 The effective members are natural or legal persons, legally organised in keeping with the laws and common pratices of their country of origin. The effective members include:

7.2 Full member de facto: Any association representative of the baromedical staff which mandates one of its members. This association has to be localized in Europe and in possession of legalized status which correspond to the meaning of the association.

Full member individual: The full member is a "physical" person who works as part of the baromedical staff at an hyperbaric centre situated in Europe.

7.3 The adherent members include:

7.3.1 Associate member – correspondent:

The associate member – correspondent is or,

7.3.2 A "physical" person who works as part of the baromedical staff in an hyperbaric centre and who doesn't live in Europe, Or Any non-European association representative of the baromedical staff Which mandates one of its members.

7.3.3 Associate member: The associate member member is a "physical" or a body-corporate person showing a real interest in baromedical science.

7.4 Honorary members: Natural or legal persons organised in keeping with the laws and common pratices in their country of origin, elected to honorary members on grounds of their exceptional contribution to the baromedical field.

Article 8. Conditions of admission:

8.1 Full member: The candidature is accepted by the General Assembly, on proposition by the Board of Directors.Candidature must be mailed to the registered address or to the President, or to the General Secretary. Any candidature has to be signed up by 2 effective full members.

8.2 Associate member: Candidature must be mailed to the registered address or to the President, or to the General Secretary. Except justified decision from the executive Board, within 3 months, any candidature will be automatically approved.

8.3 Honorary member: The candidature is accepted by the General Assembly, on proposition by the Board of Directors.

Article 9. The annual entrance fee cannot be superior to 2,500 euros. At the beginning of each financial year, this amount can be adjusted to the cost of living index in the United Kingdom. The annual rates, by category of member, of the entrance fee is decided, each year, by the General Assembly.

Article 10. The members are free to leave the association, at any time, and are requested to do so, by sending their resignation to the Board of Directors, by registered mail.

Article 11. Any member who is not in order with his or her own affiliation is considered to have resigned.

Article 12. The exclusion of members of the association may be suggested by the Board of Directors after hearing the defendant, and may be pronounced by the General Assembly by the majority of the 2/3 of the attending or represented members. The Board of Directors may suspend the concerned person until the decision of the General Assembly.

Article 13. The excluded members or those who resigned as the executors and claimants cannot claim any refunding about the paid fees or any other provided monies.

Article 14. The General Assembly is the supreme power, which fulfils the objective of the association. It includes all the members of the association. Only full and honorary members have the right to vote, each one accounts for one vote, the other members have the possibility to assist and participate in discussions, but cannot vote.

Article 15. The following points are the General Assembly’s competence: 15.01 The modifications re the social status 15.02 The election and exclusion of the administrators 15.03 The approval of budgets and accounts 15.04 The voluntary breaking-up of the association 15.05 The exclusions of associates 15.06 Any decision ultra vires, legally or statuary, assigned to the Board of Directors.

Article 16. A General Assembly must be held at least, once a year but is not limited, there can be as many meetings as the registered officers require. This applies when at least, one fifth of the associates demand it. Any assembly will be held on the day, at the hour, and place stipulated in the convening.

Article 17. The General Assembly is convened by the Board of Directors by letter, fax or e-mail, at least thirty days before the date of the assembly, by letter signed by the president, the general secretary or by three administrators (Board Members) in the name of the Board of Directors. The convening stipulates the place and the agenda. The assembly can only deliberate about the subjects written down on the agenda.

Article 18. The president of the Board of Directors takes the chair, in his/her absence, it will be the Vice President or the next most senior attending Board Member.

Article 19. Each member of the association can represent up to five full or honorary members while attending the General Assembly so long as they have signed the mandatory deputy document prior to commencement of the meeting. A deputy may represent a maximum of five members for one attending member.

Article 20. Unless contrary to legal or statuary dispositions, the decisions of the General Assembly following decision are sovereign to the association. Decisions require that at least 25% of the attending members at the meeting vote in favour. By derogation to the previous paragraph, the decisions of the assembly re the modifications about status, exclusion of associates or voluntary breaking-up of the association, require at least three quarters of the given votes. The modifications to the status will be effective, only after publication by the UK Charities Commission.

Article 21. The decisions of the General Assembly are recorded in a special register (list of decisions), signed by the president and the secretary and will be made available to all members who also request access to it. The register will be kept at the headquarters of the association where the concerned persons would be able to read it, but without moving or copying the register. If the concerned persons aren’t associates, but justify their legitimate interest, this communication is dependent of the written authorisation of the president of the Board of Directors. The copies or abstracts of these minutes will be signed by the president or by two administrators.

Article 22. A Board of Directors is elected by the General Assembly. It consists of at least 3 (three) administrators and no more than 15 (fifteen) maximum.

Article 23. Duration of the mandates: The duration of the director’s mandate is three years. Each director may be re-elected. At any time, the General Assembly may remove a director.

Article 24. The application for a post of director, signed by at least three effective members, must be sent to the Board of Directors, by registered mail, thirty days before the assembly. The votes towards those applying for this function and presented of this manner, are the only valid ones. In the case of outgoing administrators, they may be re-elected without the obligation to provide another signed application. This is their prerogative.

Article 25. The Board of Directors is to be made up of a third of approved effective members.

Article 26. The General Assembly is convened by the Board of Directors by letter, fax or e-mail, at least thirty days before the date of the assembly, by letter signed by the president, the general secretary or by three administrators in the name of the Board of Directors. The convening stipulates the place and the agenda. A deputy with a maximum of 1 procuration may represent a Director. The Board of Directors may only deliberate with the necessary authority if at least half of the Board Members are attending or are represented. A Board of Directors meeting must be held at least, twice a year one of which may be held using electronic conferencing facility.

Article 27. The Board of Directors has the largest competences for the management of the association and its representation, without prejudice of the attributions of the General Assembly.

Article 28. The resolutions of the Board of Directors are taken by the majority of the attending or represented administrators. In case of dispute, the president has a casting vote. The resolutions are registered in Decisions List signed by the general secretary and kept by him/her and it will be, if necessary, at the disposal of the members of the association.

Article 29. Legal actions, either on the plaintiff or defendant side, are followed by the Board of Directors, represented by the president or an administrator appointed for this purpose.

Article 30. All legal acts, which involve the association, are, unless special procuration’s (assigned deputy), signed by two members of the Board of Directors, who are not required to justify themselves towards third parties about their powers.

The executive committee

Article 31. For the daily management of the association, the Board of Directors delegate a part of its powers to the executive committee.

Article 32. The Board of Directors elects an executive board formed, at least, of the following main functions: A president, one or more vice-president, a general secretary, a general treasurer. A vice general secretary and a vice general treasurer may complete those Functions.

Article 33. The executive board’s members are voted by the Board of Directors for a year’s length. The members may be re-elected.

Internal rules

Article 34. The internal rules add up to the dispositions of the above statutes and will not interfere in any way with them.

Article 35. The internal rules have to be accepted by the General Assembly, before their application.

Article 36. The general secretary is in charge of the supervision and the follow-up of the internal rules.

Article 37. The Executive Committee or the Board of Directors are the only competent authorities re any proposal for modification of the internal rules.

Article 38. Any proposal for modification re the internal rules submitted to the General Assembly by the Board of Directors, will be voted by at least 25% of the present effective members, either present or represented.

Article 39. The Charity’s financial year will run from 1st January to 31st December. Budgets will be set for the following year. Both a report of the charity’s financial position and the budget for the following year will be presented for approval to the following General Assembly.

Article 40. In case of voluntary dissolution, the General Assembly which pronounces it, will name, if necessary, trustees and will determine and decide the destination of the properties and assets of the broken-up association. After payment of the liabilities, remaining properties and assets will be made available to recipient(s) who will fulfil the charity’s objects. In case of official receivership, a General Assembly will follow and the associates will be called to a meeting for the same purpose by one trustee, or more, if appropriate.

Article 41. Anything, which is not considered within the present statutes, will be ruled by the Charities Act 2011.

Article 42. Governing Law – This Constitution and any matter or dispute arising out of or related to the subject matter of the agreement, shall be governed, construed, and enforced in accordance with the Laws of England and Wales, without regard to its conflict of laws rules.