§1 Name and seat of the association

The association is named "European Society of Human Genetics" (ESHG) and has its seat in Vienna, Austria. Registry number ZVR 1086789529.

§2 Purpose of the Association

(1) The task and purpose of the association is to promote research in basic and applied human and medical genetics, the development and assurance of high standards in clinical practice and to facilitate contacts between all persons who share these aims.

(2) The association carries out its activities as a non-profit association due to its purpose and without the intention of making a profit. The association pursues exclusively and directly objectives in public interest.

(3) The association strives for the integration of scientific research and its implementation in the clinical field as well as for (postgraduate) education of specialists and the public in all areas of medical and human genetics. 

(4) It is not limited in its area of activity and is active throughout Europe in particular.

§3 Means of fulfilling the purpose of the association

The purpose of the association shall be achieved by the material and non-material means listed in §§ 1 and 2. The association can also make use of vicarious agents to fulfil the purpose of the association.

(1) Non-material means

As non-material means serve:

• Organisation of scientific training events (e.g. scientific congresses, seminars, national and international conferences as well as technical courses & symposia) for local and foreign physicians, scientists, Genetic Nurses and Genetic Counsellors and other specialists,
• Founding & allocation of travel grants for scientists within the framework of training events, assessed by professionally qualified bodies,
• Founding & awarding of scientific prizes and project funding, assessed by professionally qualified bodies,
• Publication of a scientific journal ("European Journal of Human Genetics") as a medium of the association
• Scientific support and expertise for projects in this field
• Support of initiatives that can contribute to the achievement of the association's goals
• Conducting field studies
• Exchange and dissemination of knowledge in the field of human genetics
• Participation in non-profit and/or for-profit societies or companies, if this serves to promote the tasks and the purpose of the association

(2) Material means

The necessary material means are to be raised through:

• Membership and participation fees of individuals and corporations
• Income from the organisation and execution of scientific events
• Income from the corporate exhibition accompanying the events and sponsorship
• Income from the publication of scientific publications in printed or electronic form
• Subsidies, donations, collections, bequests and other contributions from private or public bodies
• Income from the management of own assets (e.g. interest income, income from participations, etc.)
• any other resource or benefit that does not conflict with applicable laws.

(3) Application of funds

The funds of the association may only be used for statutory purposes. No person may benefit from expenses that are alien to the purpose of the association or from disproportionately high remuneration.

(4) Participations

In any case, the association is entitled to participate in corporate entities, even if this exclusively serves management of its assets.

§4 Membership

The association has the following forms of membership:

(1) Regular membership: for active individuals in the field of medical and human genetics who have a professional or private interest in pursuing the association's objectives.

(2) Extraordinary membership:

- for Emeritus Members who have retired from active professional life, are over 65 years old and have previously been a full member of ESHG for at least 5 years.

(3) Collective membership: Collective membership is possible for groups of no more than 5 persons from financially disadvantaged countries.
The collective member "A" designates the main contact person of the group to whom all correspondence is addressed and who is also responsible for paying the membership fee.
Up to 4 (four) collective members "B" complete a group.
Collective members are recognized as regular members.

(4) Joint Members: The attainment of regular membership is also possible through a "Joint Membership" (a combined ESHG membership with another National of Pan-national Human Genetic Society). The prerequisite for this is an agreement between the ESHG and the respective National Society.

(5) Supporting membership: for natural and legal persons wishing to support ESHG

(6) Honorary membership: for persons who are appointed honorary members for outstanding scientific achievements or services to society.

§5 Admission of members

(1) Regular and extraordinary members

Full and extraordinary members are admitted by forwarding the application for membership to the association’s secretariat and subsequent payment of the membership fee (in advance for the current financial year).
“Joint Members" are admitted by submission of the application for membership by the National Human Genetic Society to the ESHG and the subsequent payment of the membership fee (in advance for the current financial year).

(2) Supporting and Honorary Members

The admission of supporting and honorary members is made via written request to the Executive Board of the association under the conditions mentioned in §4, (5), resp. (6). The Board of the society decides on the application by a simple majority.

(3) There is no entitlement to membership. Existing membership cannot be called into question retroactively due to changes to the statutes. An application for membership can be rejected by the board within 30 days without giving reasons.

§ 6 Rights and obligations of the members

(1) Regular members have the right to vote at ordinary and extraordinary general assemblies. The active and passive electoral rights are only available to regular members.

(2) The members shall promote the interests of the association to the best of their ability and to refrain from anything that could endanger the reputation and purpose of the association. They have to observe the statutes of the association and the decisions of the association’s bodies. The regular, extraordinary and supporting members shall punctually pay the membership fees in the amount decided by the General Assembly.

(3) The members of the Association receive neither profit shares nor other benefits in their capacity as members. However, expenses incurred on behalf of the association may be reimbursed.

§ 7 Termination of membership

(1) The membership expires automatically at the end of the financial year, or after expiration of the period for which the member has paid the membership fee in advance. An explicit termination is not necessary. The membership of those persons elected to a body of the association, irrespective of this term, lasts until the end of the respective term of office.

(2) The membership expires further by death, dissolution (legal persons), voluntary withdrawal and by exclusion.

(3) The General assembly may decide to expel a member after they have had the opportunity to defend themselves. The affected member can neither take part in the vote nor vote by proxy. If the exclusion does not take place on the recommendation of the board, a vote by the board must succeed a vote in the general assembly. If these resolutions do not concur, a new vote in the following ordinary general assembly or by electronic vote of the members is final.

(4) Upon termination of the membership there is no entitlement to a share of the assets of the association. Obligations towards the association, as far as they derive from the membership, persist.

§ 8 Membership fees

(1) An annual membership fee shall be charged to ordinary and extraordinary members, the amount of which shall be determined by the General Assembly by recommendation from the board. Reduced membership fees may be set for "Joint Members", trainees, students, retired and collective members.

(2) The membership fee is payable at the beginning of each calendar year (or the fiscal year of the national society in the case of a joint membership).

(3) The contributions of supporting members shall be determined by consensus among them and the Board.

(4) Honorary members are exempt of paying a membership fee.

§ 9 Bodies of the Association

Bodies of the association

1. The Executive Board
2. The Board
3. The General Assembly
4. The committees
5. The auditors
6. The Arbitration Court

§ 10 Executive Board 

(1) The Executive Board consists of

a. the President
b. Vice-President (outgoing President)
c. the President-elect
d. the Secretary-General
e. the Deputy Secretary-General
f. the Treasurer

(2) Candidatures for a position in the Executive Committee arise from

a. for the office of the President-elect:
By application of any regular member. The candidacy requires the support of two other regular members and must be received by the administrative office on the previously announced deadline. The candidate must be confirmed by an election in the General Assembly.
b. for the offices of the treasurer and general secretaries:
By nomination by the board. The candidates must be confirmed by an election in the General Assembly.
c. The terms of office and elections of the members of the executive committee are stipulated in §§ 18 & 19.

(3) The nomination of additional members of the executive committee can be made by the executive board or the general assembly up to a maximum of 10 persons without amendment of the statutes.

(4) Executive Board members are permanent co-opted members of the committees.

§ 11 Tasks of the Executive Board

(1) The association shall be represented externally by the President and, in their absence, by the Vice-President or by members of the Executive Board nominated by them. Internally, the President is substituted by the Vice-President or, if they are unable to do so, by the Secretary-General.
For financial obligations entered into exceeding the sum of EUR 10,000 per business case, the consent of at least a second member of the executive committee (if possible the treasurer) shall be obtained.

(2) The Executive Board conducts the business of the association and performs all administrative tasks, unless they are assigned to another body of the association by statute or law. It has the following tasks in particular:

• the most prominent task of the Executive Board as the supreme governing body of the ESHG is the strategic planning of the association's tasks and the initiation and monitoring of the necessary steps - for the benefit of the field of human genetics,
• the execution of the resolutions of the general assembly,
• The convening and preparation of the general assembly and its chairing by the President, in the event of their absence by the Vice-President or, if they are absent, by the Secretary-General.
• the preparation of the budget for each financial year, the accounting and the preparation of an annual report;
• the management of the daily business, the completion of the correspondence, the submission of agenda items for the General Assembly in accordance with the pertinent guidelines,
• the decision on expenditure,
• the appointment of members of the Board, should the number of applications be insufficient,
• the formation of committees (permanent or ad hoc). Working groups and committees are set up by the Board by proposal of the Executive Board.
• decision-making on ventures of a fundamental nature,
• the establishment of standard operating procedures (which may include, in particular, rules on invitation deadlines, quorum, forms of invitation (including in electronic form), as well as rules on the possibility of decision making by circulation and electronic means).

(3) The President chairs the meetings of the Board as Chairperson, in case of their hindrance, the Vice-President. Announcements and resolutions of the Board and the General assembly are to be signed by them and one of the two General Secretaries; Written declarations that bind the association are to be signed by the president and the treasurer

(4) The secretaries-general send invitations for Executive Board and Board meetings and the general assembly and keep minutes of these meetings. The Secretary General can take over the duties of the treasurer in case of their long-term absence.

(5) The treasurer manages the finances in accordance with the guidelines issued by the Board, keeps the financial register and submits the financial statements (after review by two auditors) to the General assembly for the purpose of discharge.

(6) Apart from the expiry of term of office and death, the function of a member of the Executive Board shall cease by resignation (§11(7)) and dismissal (§15 lit. b).

(7) The members of the Executive Board may at any time declare their resignation in writing. The declaration of resignation is to be directed to the board, in case of the resignation of the entire executive committee to the General assembly. The resignation becomes effective with the election or co-opting of a successor.

(8) Decision-making requirements: The Executive Board has a quorum in the presence of at least 4 of their members, of which at least the President or one of the Vice-Presidents must be present. The resolutions are passed by simple majority.
The members present are required to vote. In case of a tie the vote of the President decides, in the case of their absence, that of their representative.

(9) The Executive Committee has the right to appoint an Executive Officer for the day-to-day management of the business. The Executive Officer can be entrusted by the executive committee with the appropriate power to act which enables the day-to-day business to be carried out.
The duties of the Executive Board listed in §11 (2) may be delegated in whole or in part to the Executive Officer.
The Executive Officer is a permanent co-opted member of the executive bord, the board and the committees, but is not entitled to vote.
For the financial obligations entered into exceeding the amount of EUR 10,000 per business case, the consent of at least two members of the Executive Board is required.

§ 12 The Board

(1) The board consists of the Executive board and 25-30 additional members elected by the General assembly. Any regular member can apply for a seat on the board, but the Executive board has the right to nominate candidates up to a maximum of half of the vacant positions, to fulfil the following criteria, as far as possible:

The members of the Executive Board should be balanced gender- and age-wise and have a widely representative representation of European countries and specialisations. The origin of the board members is not limited to European countries.

(2) In addition, the following persons will be co-opted to the Board to ensure the closest possible cooperation with the relevant human genetics groups in Europe and the world:

• the chairpersons of the ESHG committees,
• the editor-in-chief of the European Journal of Human Genetics (EJHG),
• the current chairperson of the European Board of Medical Genetics (EBMG),
• the designated liaison member of the International Federation of Human Genetics Societies (IFHGS)
• the designated Liaison Member to the Assembly of the National Human Genetic Societies of Europe (NHGS).
• the Vice-President after the completion of their term in the Executive Board

(3) The terms of office and the election of the members of the Board are stipulated in §§ 18 & 19.

§ 13 Duties of the Board

(1) Tasks

The board is the link between the Executive Board and the General assembly. It is the controlling body of the Executive Board whose decisions it must approve. Exceptions to this are resolutions whose approval is reserved exclusively to the General assembly. It also has tasks of particular and directional importance, including:

• Advice and support to the Executive Board. If necessary, individual board members are invited to the board meetings.
• Advice on stakeholder policy consultations by the Public and Professional Policy Committee.
• Establishment of Committees and working groups
• Participation in Committees and working groups
• Proposal of candidates for presidency or executive board
• Proposals of statute amendments
• Appointment of honorary members
• Establishment or dissolution of common endeavours with other professional societies or associations

(2) Board meetings

The Board meets at least twice in the financial year. The invitation will be made electronically by the Secretary-General or, if they are unable to do so, by the President. The invitation is considered timely if it is sent no later than 10 days before the date of the meeting (date of dispatch). The communication of an agenda is required.

(3) Decision-making

a. Each member of the Board has one vote, and a proxy to other members of the Board is permitted, whereby one person may represent no more than 2 others.
b. The Board has a quorum in its meetings when all members are invited and at least one third of its members are present.
c. Board votes are made by a simple majority of the valid votes. In case of a tie, the vote of the President or of their representative decides.
d. All decisions shall be recorded in a protocol.

§ 14 General assembly

(1) The ordinary General assembly usually takes place during the annual scientific congress of the association. This can also take place outside of Austria. 

(2) An extraordinary General Assembly will take place within four weeks of a

a. decision of the board or the ordinary General Assembly,
b. written request of at least one tenth of the regular members
c. request or resolution of the auditors in accordance with § 21 Abs.5 of the Austrian Association law (Vereinsgesetz)

With the request to hold an extraordinary General Assembly the purpose of the meeting is to be announced.

(3) The ordinary or extraordinary General assembly shall be announced by the President or, in the event of their hindrance, by the Vice President or, in the case of convocation by the Auditors by the latter, at least 14 days before the Meeting and must include the agenda. 

(4) Additional agenda items for the General assembly must be submitted in writing by e-mail to the Board at least six days before the date of the General Assembly.

(5) Valid resolutions - except those concerning an application for convening an extraordinary General Assembly - can only be taken on issues which were included on the agenda. 

(6) All regular members according to §6 are entitled to participate and vote at the General assembly. Each member has one vote. The transfer of voting rights to another member by written proxy is permitted. A maximum of 2 additional votes can be transferred to a member present at the meeting.

(7) Decision-maquing requirements: The General Assembly is quorate regardless of the number of members present. Unless otherwise stipulated by the statutes, the elections and the resolutions in the general assembly are made by a simple majority of the valid votes cast. Resolutions, by which the statutes of the association are to be changed, or on the voluntary dissolution of the association, or other major changes to the standard operation procedures, require a qualified majority of two thirds of the delivered valid votes, as well as an electronic vote as stipulated in §§21 & 22. 

(8) The President chairs the General assembly, in their absence the Vice-President, in their absence, the President-elect. Should this also be impossible, the meeting is chaired by the oldest member of the board.

§ 15 Tasks of the General assembly

The decisions on the following items are reserved in particular to the General assembly:

a. Election of the members of the Executive Board and the Board
b. Removal from office of all or individual members of the Board and the Executive Board. The removal takes effect with the appointment of the new Board or Board member
c. Proposals for candidates for the auditor positions. Nominations for this office may be submitted by any ordinary member up to 2 months before the Ordinary General assembly; they must be confirmed by the Board and then by the General assembly with a simple majority.
d. Resolution on the budget; Acceptance and approval of the statement of accounts and the clearance of accounts with the involvement of the auditors;
e. Approval of legal transactions between officers and the association;
f. Discharge of the Executive Board;
g. Vote on the membership fees for regular and extraordinary members as proposed by the Executive Board;
h. Resolution on amendments to the statutes of association and the voluntary dissolution of the association;
i. Advice and decision on other questions on the agenda;
j. the decision on exclusion of members.

§ 16 Working Groups - Committees

The following committees have to be set up in any case:

(1) Scientific Program Committee (SPC)

The SPC is responsible for all aspects of the scientific program of the congresses of the society.

(2) Annual Meetings Committee (AMC)

The AMC is responsible for all other aspects of the organisation of the European Congress of Human Genetics, including the choice of venue and advice to the board. Excluded from their task is the scientific programme.

(3) Public and Professional Policy Committee (PPPC)

The Public and Professional Policy Committee formulates the professional and scientific view on social, ethical and legal and professional issues in the name of society.

(4) Education Committee (EC)

The mission of the Education Committee is to disseminate the knowledge, training and teaching of modern human genetics and genomics to the general public, students, postgraduate scientists and to genetic and medical professionals.

(5) EuroGentest Committee (EGTC)

The EuroGentest Committee focuses on quality aspects, professional guidelines, training and dissemination of clinical expertise in clinical genetics and clinical laboratory genetics.

(6) Details on internal structures and procedures, terms and nominations are stipulated in the Standard Operation Procedures. The Board may at any time found new committees or dissolve existing committees, without changing these statutes.

§ 17 Auditors

(1) Two auditors are elected by the General assembly for a term of three years. Re-election is possible. The auditors may not belong to any body - with the exception of the General assembly - whose activity is the subject of the audit.

(2) The auditors are responsible for auditing the financial management of the association with regard to the regularity of accounting and the use of funds in accordance with the articles of association. The Executive Board must provide the auditors with the necessary documents and provide the required information. The auditors shall report to the Board and the General assembly on the result of the examination.

(3) Legal business between auditors and the Association require the approval of the General assembly.

(4) The provisions governing the appointment, the cancellation and the resignation of the organs shall apply mutatis mutandis to the auditors.

§18 Terms of Office

Beginning and end of the term of office of the Executive Board and the Board is in each case the General assembly during the annual scientific congress of the association.

(1) Executive Board members

a. The terms of office of the President-elect, the President, and the Vice-President is one year respectively.
b. The terms of office of the Secretary-General, the Deputy Secretary-General / Secretary-General and the Treasurer are 3 years. Immediate re-election is permitted.
e. The terms of office of the officers listed § 10 (1) lit d. - f. should, if possible, be overlapping.

(2) Board members

a. The term of office of the members of the Board is 5 years. Re-election is possible at the earliest 3 years after the end of the last term of office.
b. The chairpersons of the committees, the European Board of Medical Genetics and the editor-in-chief of the European Journal of Human Genetics (official journal of the ESHG) remain co-opted as long as they perform their respective function.
c. The liaison members of the International Federation of Human Genetic Societies and the National European Human Genetic Societies will be co-opted by the Executive Board until recalled or the person resigns.
d. After their term in the Executive Board, the Vice-president automatically becomes a regular board member for a maximum of 2 years, unless they were already a board member for two or more years before their election as President-elect.

(3) In the event of premature resignation of a member of the Executive Board or the Board, a subsequent nomination or election shall be held by the respective bodies.

§ 19 Elections

(1) Unless otherwise provided in these Statutes, elections or decisions of the General assembly or the Board may be taken either by voting during a meeting of the respective body or by electronic vote.

(2) Each year, the position of the President-elect is open for election. In an automatic rotation, this person will be President-elect in the year of their election, President in the next and Vice-President in the following year.
Further, a number of Board positions sufficient to comply with the requirements in §12 (1), are open for election. At the very least, however, the President-elect and half of the outgoing board members are to be replaced.

(3) Up to half of the new Board members may be appointed by the Board itself to ensure that the Board covers all areas of human genetics and all parts of Europe. Each of these proposals must be confirmed by the General Assembly. If a proposal is not accepted, the board may propose another candidate, if necessary, by online vote.

(4) All members of the association can nominate candidates for the open positions. Each nomination must be endorsed by at least two other members of the Society and sent to the office of the Association by means of a nomination form. The deadline for the nominations should be not less than 60 days before the ordinary General assembly.

(5) Should the number of nominations received match those of the posts to be filled, candidates may be appointed without a vote and confirmed by the General Assembly, unless the Board believes that a candidate does not promote or abet the objectives of the association or could harm the society. In this case, or if no or too few nominations have been received, it is the task of the Executive Board to propose suitable candidates to the Board and the General assembly.
If more candidacies than vacant positions are received, an online ballot by the regular members will decide. The elections shall remain open for at least 14 days.
The selected candidates will then be confirmed by the General Assembly.

(6) The other members of the Executive Board and the auditors are elected by the general assembly with a simple majority of the votes cast. 

§ 20 Arbitration court

(1) All disputes arising from the association relationship shall be settled by the Arbitration court.

(2) The Arbitration court shall consist of a permanent member elected by the General assembly as chairman (or in their absence or biasedness by his deputy, equally elected by the General assembly) and two further members who shall be made known to the chairman in writing by each litigant. The members of the Arbitration court may not hold a different function or be employed by the European Society of Human Genetics.

(3) Each litigant may elect a trusted representative among the regular members of the association to represent them in arbitration proceedings. They have no voting rights, however.

(4) The decision of the Arbitration court shall be final in its entirety.

(5) The Arbitration court conducts the proceedings to the best of its knowledge and belief, and the decision shall be taken by a simple majority in the presence of all their members and after granting the parties hearing.

§ 21 Amendment of the Articles of Association

Amendments to these statutes may be proposed by the Board. They must be made by a two-thirds majority of the board and a simple majority of members in a general assembly and must then be confirmed by a simple majority of the valid votes cast in an online vote of all members in a circular resolution. The deadline for voting is 14 days.

§ 22 Dissolution of the association

(1) The voluntary dissolution of the association can be decided upon only in a general assembly and only by a two-thirds majority of the valid votes cast. The convening of the General assembly for the purpose of the dissolution of the association has to be made at least 4 weeks before the date of the General assembly.

The resolution of dissolution of the General assembly then requires confirmation by a majority of 2/3 of the valid votes cast in an online vote by all members in the course of a circular resolution. The deadline for voting is 14 days.

(2) The general assembly has - as far as association's assets are available - to decide on the settlement. In particular, it must appoint a liquidator and make a decision as to whom the funds remaining after the settlement of the liabilities need to be transferred in accordance with §3.

(3) In the event of dissolution of the association or if the charitable purpose of the association ceases, the association’s assets remaining after settlement of the liabilities shall be used in any case for charities or charitable purposes within the meaning of §§ 34 ff of the Austrian Federal Tax Code (Bundesabgabenordnung).

As far as possible and permitted, it should go to institutions that pursue the same or similar goals as the European Society of Human Genetics.