The International Academy of Cytology vzw
Headquarters in Belgium
Ing. David Hansenstraat 7 , 2650 Edegem, Belgium
Ondernemingsnummer: 0534.418.926
RPR Antwerp (afdeling Antwerp)
BYLAWS – ADDRESS CHANGE OF THE HEAD OFFICE
The General Assembly held September 17, 2021, gathered in a valid way and within a sufficient number to guarantee legal attendees and majority, has decided to change the statutes in order to comply with the Belgian Law Code (Wetboek van vennootschappen en verenigingen (WVV).
The following bylaws have been adopted.
SECTION I : NAME – HEAD OFFICE – MISSION – TERM
ARTICLE 1
The non-profit organization (VZW) has the following name: The International Academy of Cytology, abbreviation IAC
ARTICLE 2
The Company Head Office is located in 2650, Edegem, Ingenieur David Hansenstraat 7 and comes under the jurisdiction of the Flemish Region. It can be moved by decision of the Board of Directors. This decision must be published in the Belgian State Journal.
If the Head Office is moved to the French Region, this can only be done on condition of confirmation by vote at the General Meeting, including the legal procedure of change of statutes
ARTICLE 3.
- Mission
The IAC pursues a non-profit aim. It shall, on pain of being null and void, not provide any direct or indirect capital or financial advantage to the founders, the members, the directors or any other person except to serve the non-profit aim described in the statutes.
The organisation is of an international-scientific nature. It is an organisation of cytologists and professionals involved in research of clinical cytology.
The organisation’s objects shall be:
1) To encourage cooperation among those persons who are
actively engaged in the practice of clinical cytology.
2) To foster and facilitate the international exchange of
knowledge and information on problems of clinical
cytology.
3) To standardise terminology.
4) To stimulate the development of all phases of clinical
cytology.
5) To encourage research in clinical cytology.
- Object
The organization may perform all activities that might be conductive to the realization of its aim. In that respect, it may also, but only in an ancillary manner, perform commercial activities, but only if the proceeds of these activities are used for the purpose for which the organization was founded. IAC shall promote the organization’s objects through
meetings and periodic publications in favor of all classes of members. In order to achieve globally uniform and high quality cytodiagnostic procedures, IAC may issue certification standards in regions where this has not yet been done by the national organisations.
ARTICLE 4
The organisation is founded for an unlimited period of time, but can be dissolved at any moment.
SECTION II: MEMBERS
ARTICLE 5
The organisation consists of the following classes of members:
1. Fellow
2. Member
3. Honorary Fellow
4. Member of Affiliated Society
5. Cytotechnologist Member
6. Cytotechnologist Fellow
7. Professional Non-medical Member
8. Junior Member
9. Emeritus Fellow and Member
The members of the General Meeting (effective members) shall be the Fellows, the Members and the Cytotechnologist Fellows.
The number of effective members is unlimited but must be at least fourteen. Only the effective members have full membership, including the right to vote at the general meeting. The undersigned founders are the first effective members. The legal stipulations are only applicable to the effective members.
All other classes of members are only affiliated in order to benefit from the organisation’s activities. They have no right to vote at the general meeting. The rights and obligations of the affiliated members are described in the internal terms of reference.
ARTICLE 6
The Board of Directors shall at all times decide on the acceptance to any member class. The application for acceptance of a prospective member must be submitted to the board of directors in writing.
In order to be accepted as Member, a prospective member shall be nominated by two Members.
ARTICLE 7: Fellows (FIAC)
Admission to the class of Fellow is subject to a decision of the board of directors. Only doctors of medicine who have been Members for two years (see article 8) and have passed the examination of the International Board of Cytopathology qualify.
They may use the abbreviation FIAC following their names for the duration of their membership.
ARTICLE 8: Members (MIAC)
Admission to the class of Member is possible for candidates who meet the following requirements:
1. The candidate must be a graduate of a medical school listed in the ‘WHO Directory of Medical Schools’ or in the ‘World Directory of Medical Schools’.
2. The candidate must be licensed to practice medicine in the country of residence.
3a. The candidate must have completed training in anatomic pathology and at least one year’s full-time training and experience in cytopathology in an institution acceptable to IAC OR
3b. The candidate must have completed training in a medical specialty other than anatomic pathology and have 24 months’ full-time training and experience in all aspects of cytopathology in an institution acceptable to IAC.
3c. In the absence of a structured cytology teaching programme in his/her country, the candidate may submit evidence of practice or experience in cytopathology during at least 5 years in order to qualify for Membership.
They may use the abbreviation MIAC following their names for the duration of their membership.
ARTICLE 9: Cytotechnologist Member and Cytotechnologist Fellow
Cytotechnologists who have passed the Registry Examination of the International Academy of Cytology may apply for admission as a Cytotechnologist Member.
A Cytotechnologist Member can be elevated to the class of Cytotechnologist Fellow if at least three of the following conditions are met:
1. The candidate must have been engaged in the practice of cytotechnology on a full-time basis for at least ten years prior to his or her candidacy for the class of Cytotechnologist Fellow.
2. The candidate must have been engaged in teaching cytotechnology for at least seven years.
3. The candidate must be the author or co-author of at least three publications on cytology.
4. The candidate must be associated with a medical school, a teaching hospital or a comparable research institution at the time of acceptance as a Cytotechnologist Fellow.
5. The candidate must be either ‘Chief Cytotechnologist’ or ‘Educational Supervisor’ or must have performed meritorious activities in (sub)committees of IAC.
Cytotechnologist Members may use the abbreviation CMIAC following their names for the duration of their membership. They must maintain their valid CT(IAC) certificate.
Cytotechnologist Fellows may use the abbreviation CFIAC following their names for the duration of their membership.
ARTICLE 10: Professional Nonmedical Member
Scientists who hold a degree other than medical may be nominated for membership as Professional Nonmedical Members of the International Academy of Cytology if they demonstrate special interest in cytology.
Professional Members of the International Academy of Cytology may use the abbreviation P.M.I.A.C. following their names for the duration of their membership.
ARTICLE 11: Junior Medical Membership
Junior Medical Membership is a dues paying, non-voting status. A junior member carries no letters after their name, however, they may be elevated to Membership (M.I.A.C.) upon completion of medical specialty if all the mandatory requirements are met.
The status can be held for a maximum of 5 (five) years.
1. Junior Medical Members may receive ACTA CYTOLOGICA.
2. Junior Medical Members are subject to the same disciplinary measures as all other members.
3. Junior Medical Membership of the Academy may be offered to those medical doctors who are currently training for a medical specialty.
4a. Candidate must be a graduate of a Medical School
4b. Candidate must be licensed to practice medicine in country of residence.
4c. The residency status should be confirmed by Program Director by signature on application form.
ARTICLE 12: Honorary Fellow – Emeritus Fellow and Member – Member of Affiliated Society
The rights, obligations and requirements for these members can be laid down in the internal terms of reference.
ARTICLE 13
The effective members are to pay an annual membership fee that will not exceed 500 Euro.
The annual membership fees must be paid by 1 February of each year. The general meeting determines the amount of the annual membership fee.
A notice of default is sent by mail by the Treasurer to any effective member who fails to pay the fee within five months following 1 January. Any effective member who fails to make payment within one month after receipt of this notice of default is deemed to resign.
ARTICLE 14
Any effective member can leave the organisation at any time. All resignations must be notified to the board of directors by regular letter or by e-mail.
ARTICLE 15
Resigning or excluded effective members and their legal successors are not entitled to any part of the organisation’s capital and can therefore never claim a refund of or compensation for membership fees paid or contributions made.
SECTION III: THE BOARD OF DIRECTORS
ARTICLE 16
The organisation is governed by a Board of Directors consisting of maximally thirteen directors who must be effective members of the organisation.
ARTICLE 17
The Board of Directors always consists of a President, a President-Elect, the vice-presidents, the Past- President, a Secretary-Treasurer (or a Secretary and a Treasurer) and an Editor, as well as the number of directors deemed necessary to govern the organisation. The position of Treasurer can be held by the Secretary or as a separate post.
ARTICLE 18
The President, President-Elect, Vice-presidents, Past President, Secretary-Treasurer and Editor are elected for a term of three years or until the next meeting of IAC, which may not be held later than 48 months after any board of directors takes office.
The President-Elect is elected for a term of three years (or until the next meeting of IAC, which may not be held later than 48 months after any board of directors takes office) prior to his probable nomination as President, for a new term of three years (or until the next meeting of IAC, which may not be held later than 48 months after any board of directors takes office). The President thus appointed does not qualify for re-election as President. Upon expiry of his term of office he or she continues to be a member of the board of directors as Past President for a new term of three years (or until the next meeting of IAC, which may not be held later than 48 months after any board of directors takes office).
Upon expiry of their term of office, the Vice-presidents, Secretary-Treasurer and Editor always qualify for re-election.
The other directors are elected for a term of three years or until the next meeting of IAC, which may not be held later than 48 months after any board of directors takes office.
ARTICLE 19
The directors are appointed by the general meeting by simple majority of the votes of the effective members present or represented, regardless of the number of effective members present and/or represented. The directors are unpaid.
Article 20
The term of office of the directors is terminated by removal of a director by the general meeting, by voluntary resignation, by loss of effective membership, by expiration of the term of office or by death.
A removal by the general meeting is decided by a simple majority of the number of effective members present and/or represented, regardless of the number of effective members present and/or represented.
However, it must be explicitly mentioned on the agenda of the general meeting and the director concerned must have opportunity to put forward his/her defence. A director who resigns voluntarily must notify the board of directors of his resignation in writing. The resignation takes effect immediately, unless it causes the minimum number of directors to decrease below the minimum number stipulated in the bylaws (seven).
In this case, the Board of Directors must convene the general meeting within two months, and the general meeting will have to provide for the replacement of the director concerned and notify the director concerned in writing. Cooptation of Directors by the Board is not allowed.
Article 21.
The Board of Directors manages the affairs of the organisation and represents the organisation in and out of court. It is competent for all matters, with the exception of the matters explicitly reserved for the general meeting by law. It acts as plaintiff and defendant in all legal proceedings and decides whether or not certain legal remedies will be taken recourse to.
If deemed necessary, the board of directors can create the committees that are needed. The further development of these committees can be laid down in the internal terms of reference.
The Board of Directors exercises its powers as a board: The board of directors can only decide validly if the majority of the directors is present. Decisions are taken by simple
majority of the votes of the directors who are present. In the event of an equality of votes, the President or the Secretary-Treasurer replacing the President has a casting vote. Abstentions and illegal votes are not counted in the decisions.
On account of the international nature of the organisation, decisions can be taken in writing. The written decision-making process requires prior deliberation by e-mail, video or telephone conference.
In exceptional circumstances, the decisions of the Board can be taken by unanimous written decision of all Board Directors, except for those decisions that are excluded by the Statutes. The decisions should be taken minute of and included in the report of the next assembly. Hereby, all motivations leading to the choice of written decision making should be included.
In case the Board has to make any decision or take action for matters within its competence in which a Board Director has a direct or indirect conflict of interest of property law nature with possible prejudice to the interests of the IAC association, this Director should notify the Board before the decision is taken by the Board.
For those decisions and actions subject to a conflict of interest, the concerned Director cannot participate in the debate of the Board nor participate in the vote. In case the majority of Board Directors has a conflict of interest, the decisions or actions will be submitted to the General Assembly for approval, in which case the Board may proceed.
The regulation for conflict of interest is not applicable to the decisions of the Board for usual transactions carried out under conditions and certainties commonly applicable on the market for similar transactions.
ARTICLE 22
Any director can validly sign receipts of post on behalf of the organisation (e.g. to take receipt of letters of packages sent by registered post). Any person signing a document in the name of IAC vzw must write down before the signature: in the name of IAC vzw.
Directors acting on behalf of the organisation do not need to provide proof of any decision or of any authorisation vis-à-vis third parties.
ARTICLE 23
The Board of Directors can delegate its powers for certain actions and tasks to one of the directors or any other person, who may or may not be a member of the organisation, on its own responsibility.
Without prejudice to the general power of representation of the board of directors as a body, the organisation is validly represented in and out of court by the President, the Secretary or the Treasurer, who can act alone.
Termination of office of these authorised persons takes place
a) voluntarily, by the authorised person him/herself, by means of a written resignation to be submitted to the board of directors.
b) by means of removal from office by the Board of Directors by a simple majority of the votes of the directors who are present; the board of directors decides validly if the majority of the directors is present.
ARTICLE 23B
The Board of Directors can appoint a Daily Management
The daily management consist of the actions and activities needed for day by day continuity of the organization or actions or decisions that do not justify an intervention of the Board of Directors both by their relative unimportance or necessity of rapid decision.
The daily management is appointed by the Board of Directors by vote of the majority of Directors present. The decision by vote is valid if the majority of Directors is present,
Termination of office of daily management takes place:
a) Voluntary by a daily manager himself, by means of a written resignation to be submitted to the Board of Directors
b) By means of removal from office by the Board of directors by majority vote of Directors present, the decision by vote being valid if the majority of Directors is present
The decisions on internal matters taken by the daily management are based on collegial consultation. As external representative, a daily manager can act alone in matters of daily management.
SECTION IV: GENERAL MEETING
ARTICLE 24
The general meeting consists of all effective members. The founders are the first effective members.
An effective member can be represented at the general meeting by another effective member. However, an effective member can only represent one other effective member. Each effective member only has one vote at the general meeting.
ARTICLE 25
The general meeting has exclusive powers for
– amendments to the by-laws, except for those matters resorting under the competence of the Board, as described in the Belgian code (WVV)
- appointment and removal of the directors
- determining the remuneration of the directors, if a remuneration is granted
- appointment and removal of the internal auditors and determining their remuneration
- discharge to the directors and the internal auditors, as well association claims against the directors and internal auditors
- approval of the budget and of the account,
- voluntary dissolution of the organisation,
- exclusion of an effective member of the organisation,
- conversion of the vzw organisation into a company with social purposes (ivzw, cooperative association recognized as social company, or cooperative association social company)
- to do or to accept an ‘input for not’ of an entirety
- all matters required by the present bylaws
ARTICLE 26
The general meeting is validly convened by the board of directors whenever required within the framework of the organisation’s objects. The power of decision is reserved for the board of directors, whereas the power of execution is delegated to a person to be designated by the board of directors.
A general meeting must be convened at least once a year for the approval of the accounts of the past year and of the budget for the next year and in order to decide on the discharge to be granted to the directors.
ARTICLE 27
The general meeting is held within six months after the closure of the financial year.
ARTICLE 28
The Board of Directors has the obligation to convene the general meeting whenever 1/5th of the effective members addresses a request in this respect to the board of directors
by means of a letter which indicates the items on the agenda. In that case, the board of directors has the obligation to convene the general assembly within 21 calender days,
with indication on the agenda of the items to be discussed. The meeting of the General Assembly has to take place no later than 40 days after the request.
ARTICLE 29
In order to be valid, the notices convening a general assembly must be signed or sent by a person to be designated by the board of directors. All effective members must be convened by ordinary letter, by e-mail or by registered letter at least ninety days before the meeting. In case the General Assembly is convened by 1/5 of the effective members, the notice term is fifteen days.
ARTICLE 30
The convening notice, which indicates the place, date and time of the meeting, contains the agenda, which is established by the board of directors. Any item that is put forward in writing by 1/20th of the effective members must be included in the agenda. Obviously, this item must be signed by 1/20th of the effective members and must have been submitted to
the board of directors at least thirty days the meeting. In case the meeting has been requested by 1/5 of the effective members, 1/20 of the effective members can put forward items until 8 days preceding the meeting. Items not included in the agenda can in no case be discussed.
ARTICLE 31
In ordinary cases decisions are taken by simple majority of the votes of the effective members present and/or represented, regardless of the number of effective members present and/or represented. In the event of an equality of votes, the President or the Secretary-Treasurer chairing the meeting at that moment has a casting vote. Abstentions and illegal votes are not counted in the decision making.
The Board of Directors can give permission that effective members participate remote to the discussions of the General Assembly by means of electronic communication means. In case the Board of directors foresee this option, the procedures for remote participation are described in the convening notice.
In derogation to contrary provisions of the statutes and except in case of a change of the statutes, the decisions of the General Meeting can be taken in writing without convening and without discussion, providing unanimous agreement of all effective members.
ARTICLE 32
The decision to amend the bylaws can only be taken if the amendment is mentioned in detail on the agenda and if 2/3rds of the effective members are present or represented. If this quorum is not reached, a second meeting can be convened, as stipulated in the present bylaws, at which the meeting will be able to take a valid decision regardless of the number of members present. The second meeting cannot be held within 15 calendar days following the first meeting. A majority of 3/4ths of the votes present or represented is required for any amendment to the bylaws, even at the second general meeting. A change in the mission and objects of the organisation requires a 4/5ths majority.
ARTICLE 33
A voluntary dissolution of the organisation is subject to the same rules as those described for an amendment to the objects of the organisation.
ARTICLE 34
A 2/3rds majority of the votes of the effective members present or represented is required for the exclusion of a member and 2/3 of the effective members need to be present. In case of an exclusion of an effective member, this item must also be included in the agenda and the member concerned must be invited to put forward his defence.
ARTICLE 35
Minutes are drawn up of every meeting. These minutes can be consulted by effective members and any interested third parties at the head office of the organisation.
SECTION V: ACCOUNTS AND BUDGETS
ARTICLE 36
The organisation’s financial year starts on 1 April and ends on 31 March.
The board of directors closes the accounts for the past financial year and prepares the budget for the next financial year. Both are submitted to the approval of the general meeting, which is held within six months after the closure of the financial year.
SECTION VI: DISSOLUTION AND LIQUIDATION
ARTICLE 37
Except in case of a court-ordered dissolution or a dissolution by operation of law, only the general meeting can decide to dissolve the organisation, if 2/3rds of the effective members are present or represented at the general meeting and, moreover, a 4/5ths majority of the votes present or represented agrees to voluntarily dissolve the organisation. The proposal for voluntary dissolution of the organisation must be mentioned explicitly on the agenda of the general meeting.
If no 2/3rds of the effective members are present or represented at this general meeting, a second general meeting must be convened, not earlier that after 15 days, which deliberates validly regardless of the number of effective members present or represented, but a 4/5ths majority of the votes present or represented must agree to dissolve the organisation voluntarily.
In case of voluntary dissolution, the general meeting or the court appoints one or several liquidators and determines their powers and the conditions for liquidation.
After settlement of the debts, the organisation’s assets will be transferred to an organisation with altruistic goals, such as the International Union Against Cancer.
ARTICLE 38
The Belgian Code Law ‘Wetboek Vennootschappen en Verenigingen’, is applicable for anything that is not covered by the present bylaws.
Thus drawn up and accepted at the general meeting of September 17th, 2021.