EUROPEAN SOCIETY FOR COSMETIC AND AESTHETIC DERMATOLOGY
“ESCAD” STATUTE
Articles of association
I- Business name, registered office, object:
Article 1.
An association is hereby established between subjects adhering to these articles of association pursuant to Law of 1 July 1901 and Decree of 16 August 1901, with the following business name: "EUROPEAN SOCIETY FOR COSMETIC & AESTHETIC DERMATOLOGY", in brief: “ESCAD”.
The registered office of the association is on 157 rue de l'Université, 75007 PARIS.
The registered office of the association can be changed by decision of the Board
of directors, followed by publication in the official gazette.
Article 2.
The association is a non-profit organisation.
Its object is to promote, support and encourage cosmetic and aesthetic dermatology.
To contribute to the development and improvement of the highest professional standards in the field of cosmetic and aesthetic dermatology.
To contribute to the improvement of training by organising scientific events, discussion forums and exchanges of ideas.
II – Members:
Article 3.
The association comprises:
Nicholas Lowe, doctor, Cranley clinic, 3 Harcourt House, Cavendish Square, London WIM9AD, England.
Leonardo Marini, doctor, Via Gambini 35, 34138 Trieste, Italy.
Christopher Rowland Payne, doctor, 19 Cambridge Street, London SWIV 4PR, England.
Only these members have the right to the title of founding member, and this is a lifelong right.
Article 4.
All the dermatologist members are entitled to be elected. Only intern members cannot run for office.
Article 5.
The members of each category pay a membership fee that is fixed each year by the General Meeting, upon recommendation by the Board of directors.
Honorary members are exempt from paying such a membership fee.
Intern members pay half the fee paid by ordinary and corresponding members.
Article 6.
The admission of a new member will be authorised by the Board of directors upon request by its general secretary. The request must be submitted using the standard forms along with a recommendation letter by one of the members of the association.
In the case of intern members, a recommendation letter by the Director of the dermatology programme followed by the student need also be attached.
Admission cannot be authorised until the applicant has paid the fee fixed by the Board of directors.
Article 7.
Membership to the association (by the different categories) will cease due to death, resignation or exclusion.
Members can tender their resignations at any time. The resignation letter must be in writing and sent by registered letter to the Board of directors.
The exclusion of members is proposed by the board of directors, after hearing the defence of the concerned person, and is ordered by the General Meeting, with the majority of two-thirds of the votes of attending members or their proxies. Any member can be excluded due to one of the reasons specified in the Regulations of the association.
Article 8.
Resigning or excluded members, as well as the heirs of a senior member cannot claim rights to the capital of the association (for example, a right to the fees paid by the association).
Article 9.
The resources of the association comprise: membership fees, revenues from scientific events organised, financial subsidies.
III – General Meeting
Article 10.
The General Meeting, which gathers all the members of the association, is held once a year, and is convened by the Chairman of the Board of directors. The notice of call, which states the agenda of the meeting, is sent at least 30 (thirty) days before the date chosen by the Chairman for the meeting.
An extraordinary general meeting can also be convened in the same way if requested by the simple majority of the members of the Board of directors. If at least one-third of the members, who have paid the membership fees in full, submits to the Chairman a request to convene a general meeting, the Chairman must organise a meeting within 60 (sixty) days of receiving the request. The registered letter must specify the items that need to be discussed at the requested meeting.
The resolutions passed by the General Meeting are recorded in a register, signed by the Chairman and the secretary of the Board of directors and is made available to the members by the same secretary.
Article 11.
The General Meeting exercises its full powers with a view to achieve the object of the association.
Its duties also comprise:
Article 12.
Apart from the exceptional case of a member being excluded from the association, provided in these articles of association, the resolutions will be passed by the simple majority of the members attending or their proxies. Only the dermatologist members have the right to vote.
Ordinary members can be represented at general meetings by another ordinary member, authorised by special power of attorney. No member can represent or be proxy of more than one member.
Corresponding, honorary, intern and associate members (sponsors) cannot be represented at General Meetings.
The decisions taken by the General Meeting are not valid unless they deal with one of the items on the agenda and at least one-third of the ordinary members, having paid their membership fees in full, are present or are represented by proxies.
IV. Board of directors
Article 13.
The association is managed by a Board of directors that must comprise a minimum of three members, and at least one of them must be French. The undersigned, founding members, are members of the Board of directors for a term of three years, renewable by vote of the General Meeting.
The first year, the Board of directors chooses among its members a panel comprising:
A director’s term of office terminates after three years, unless renewed, or due to death, resignations or exclusion by the Board of directors.
A director can be revoked by the Board of directors, by the majority of two-thirds of the votes of the members of the Board of directors. The directors do not receive emoluments.
The resolution of the Board of directors are passed by the majority of the directors attending or represented by proxies. In the event of a tie vote, the vote of the Chairman will prevail.
The resolutions are recorded in a register, signed by the Chairman and the Secretary which the latter makes available to the members of the association.
Article 14.
Each year, the General Meeting will appoint a director as Vice President, according to the rules of the association and for the duration of a year. At the end of the year, the Vice President will become President elected for one more year, before holding the office of Chairman of the Board of directors. The President is renewed each year, replaced by the President elected, the latter being replaced by the Vice President.
The President who reaches the end of its term of office can, by decision taken by the simple majority of the board of directors, chair the board meetings for one more year as senior Chairman.
The Board of directors can appoint within itself, an executive committee comprising secretaries and treasurers for a fixed period of time (maximum three years), to meet the needs of the association. Their duties are described in the Regulations of the association.
Any court and out-of-court actions, both as plaintiff and defendant, are handled by the Board of directors, represented by its Chairman or Chief Executive Officer appointed by the Board for that purpose.
V. Amendments to the articles of association, wind up.
Article 15.
Any proposal to amend the Articles of Association or to wind up the association is reserved to the Board of directors and can be decided only by the majority of two-thirds or at least three-quarters of the ordinary members of the association.
The Board of directors must inform the members of the association at least 90 days before the date of the General Meeting that will decide on said proposal.
The General Meeting cannot pass valid resolutions unless two-thirds of the dermatologist members of the association are present or represented by proxies.
No decision will be approved unless it is voted by a two-third majority.
Nonetheless, if said General Meeting is not attended by two-thirds of the dermatologist members of the association, a new General Meeting will be convened under the same terms as the previous one and will finally decide on the proposals in question, regardless of the number of dermatologist members attending or represented by proxies.
The amendments to the articles of association will only become effective once they have been approved and published in the official gazette.
The General Meeting decides on how to wind up and liquidate the association.
VI. Budget, accounts
Article 16.
The financial year starts on 1 January and ends on 31 December. Exceptionally, the first financial year starts on the day the association was established and terminates on 31 December 1998.
Every year the Board must submit to the General Meeting the financial statements for the financial year just ended as well as the budget for the following year, to be approved by simple majority.
Article 17.
In the event that the company is wound up, its assets will be assigned to pursue an object that is as similar as possible to the one of the association.
VII. General rules
Article 18.
The Board of directors draw up internal regulations that specify anything that is not dealt with in the articles of association. These regulations and any amendments made to them must be approved by the General Meeting.
5 May 1999
P. André
Article 1.
An association is hereby established between subjects adhering to these articles of association pursuant to Law of 1 July 1901 and Decree of 16 August 1901, with the following business name: "EUROPEAN SOCIETY FOR COSMETIC & AESTHETIC DERMATOLOGY", in brief: “ESCAD”.
The registered office of the association is on 157 rue de l'Université, 75007 PARIS.
The registered office of the association can be changed by decision of the Board
of directors, followed by publication in the official gazette.
Article 2.
The association is a non-profit organisation.
Its object is to promote, support and encourage cosmetic and aesthetic dermatology.
To contribute to the development and improvement of the highest professional standards in the field of cosmetic and aesthetic dermatology.
To contribute to the improvement of training by organising scientific events, discussion forums and exchanges of ideas.
II – Members:
Article 3.
The association comprises:
- Founding members: doctors who have contributed to the creation of ESCAD on 28 January 1998. They are as follows:
Nicholas Lowe, doctor, Cranley clinic, 3 Harcourt House, Cavendish Square, London WIM9AD, England.
Leonardo Marini, doctor, Via Gambini 35, 34138 Trieste, Italy.
Christopher Rowland Payne, doctor, 19 Cambridge Street, London SWIV 4PR, England.
Only these members have the right to the title of founding member, and this is a lifelong right.
- Ordinary members: dermatologists that accept the principles and rules of ESCAD. Ordinary members can also be members of the scientific committee. Becoming part of this category of members simply needs a resolution of the Board of directors passed by simple majority.
- Corresponding members: any doctor or person whose activity or knowledge can generate benefits for the association.
- Intern members: any intern or resident in dermatology enrolled with a university-level training programme.
- Honorary members: the Board of directors can grant honorary membership, by a two-thirds majority vote, to individuals who satisfy the rules of the association.
- Associate members (sponsors): these are companies whose main role is to provide financial subsidies to ESCAD.
Article 4.
All the dermatologist members are entitled to be elected. Only intern members cannot run for office.
Article 5.
The members of each category pay a membership fee that is fixed each year by the General Meeting, upon recommendation by the Board of directors.
Honorary members are exempt from paying such a membership fee.
Intern members pay half the fee paid by ordinary and corresponding members.
Article 6.
The admission of a new member will be authorised by the Board of directors upon request by its general secretary. The request must be submitted using the standard forms along with a recommendation letter by one of the members of the association.
In the case of intern members, a recommendation letter by the Director of the dermatology programme followed by the student need also be attached.
Admission cannot be authorised until the applicant has paid the fee fixed by the Board of directors.
Article 7.
Membership to the association (by the different categories) will cease due to death, resignation or exclusion.
Members can tender their resignations at any time. The resignation letter must be in writing and sent by registered letter to the Board of directors.
The exclusion of members is proposed by the board of directors, after hearing the defence of the concerned person, and is ordered by the General Meeting, with the majority of two-thirds of the votes of attending members or their proxies. Any member can be excluded due to one of the reasons specified in the Regulations of the association.
Article 8.
Resigning or excluded members, as well as the heirs of a senior member cannot claim rights to the capital of the association (for example, a right to the fees paid by the association).
Article 9.
The resources of the association comprise: membership fees, revenues from scientific events organised, financial subsidies.
III – General Meeting
Article 10.
The General Meeting, which gathers all the members of the association, is held once a year, and is convened by the Chairman of the Board of directors. The notice of call, which states the agenda of the meeting, is sent at least 30 (thirty) days before the date chosen by the Chairman for the meeting.
An extraordinary general meeting can also be convened in the same way if requested by the simple majority of the members of the Board of directors. If at least one-third of the members, who have paid the membership fees in full, submits to the Chairman a request to convene a general meeting, the Chairman must organise a meeting within 60 (sixty) days of receiving the request. The registered letter must specify the items that need to be discussed at the requested meeting.
The resolutions passed by the General Meeting are recorded in a register, signed by the Chairman and the secretary of the Board of directors and is made available to the members by the same secretary.
Article 11.
The General Meeting exercises its full powers with a view to achieve the object of the association.
Its duties also comprise:
- approval of budgets and accounts;
- appointment of directors;
- amendments to the Articles of Associations;
- winding up of the association;
Article 12.
Apart from the exceptional case of a member being excluded from the association, provided in these articles of association, the resolutions will be passed by the simple majority of the members attending or their proxies. Only the dermatologist members have the right to vote.
Ordinary members can be represented at general meetings by another ordinary member, authorised by special power of attorney. No member can represent or be proxy of more than one member.
Corresponding, honorary, intern and associate members (sponsors) cannot be represented at General Meetings.
The decisions taken by the General Meeting are not valid unless they deal with one of the items on the agenda and at least one-third of the ordinary members, having paid their membership fees in full, are present or are represented by proxies.
IV. Board of directors
Article 13.
The association is managed by a Board of directors that must comprise a minimum of three members, and at least one of them must be French. The undersigned, founding members, are members of the Board of directors for a term of three years, renewable by vote of the General Meeting.
The first year, the Board of directors chooses among its members a panel comprising:
- a Chairman;
- two Deputy Chairmen;
- a general secretary.
A director’s term of office terminates after three years, unless renewed, or due to death, resignations or exclusion by the Board of directors.
A director can be revoked by the Board of directors, by the majority of two-thirds of the votes of the members of the Board of directors. The directors do not receive emoluments.
The resolution of the Board of directors are passed by the majority of the directors attending or represented by proxies. In the event of a tie vote, the vote of the Chairman will prevail.
The resolutions are recorded in a register, signed by the Chairman and the Secretary which the latter makes available to the members of the association.
Article 14.
Each year, the General Meeting will appoint a director as Vice President, according to the rules of the association and for the duration of a year. At the end of the year, the Vice President will become President elected for one more year, before holding the office of Chairman of the Board of directors. The President is renewed each year, replaced by the President elected, the latter being replaced by the Vice President.
The President who reaches the end of its term of office can, by decision taken by the simple majority of the board of directors, chair the board meetings for one more year as senior Chairman.
The Board of directors can appoint within itself, an executive committee comprising secretaries and treasurers for a fixed period of time (maximum three years), to meet the needs of the association. Their duties are described in the Regulations of the association.
Any court and out-of-court actions, both as plaintiff and defendant, are handled by the Board of directors, represented by its Chairman or Chief Executive Officer appointed by the Board for that purpose.
V. Amendments to the articles of association, wind up.
Article 15.
Any proposal to amend the Articles of Association or to wind up the association is reserved to the Board of directors and can be decided only by the majority of two-thirds or at least three-quarters of the ordinary members of the association.
The Board of directors must inform the members of the association at least 90 days before the date of the General Meeting that will decide on said proposal.
The General Meeting cannot pass valid resolutions unless two-thirds of the dermatologist members of the association are present or represented by proxies.
No decision will be approved unless it is voted by a two-third majority.
Nonetheless, if said General Meeting is not attended by two-thirds of the dermatologist members of the association, a new General Meeting will be convened under the same terms as the previous one and will finally decide on the proposals in question, regardless of the number of dermatologist members attending or represented by proxies.
The amendments to the articles of association will only become effective once they have been approved and published in the official gazette.
The General Meeting decides on how to wind up and liquidate the association.
VI. Budget, accounts
Article 16.
The financial year starts on 1 January and ends on 31 December. Exceptionally, the first financial year starts on the day the association was established and terminates on 31 December 1998.
Every year the Board must submit to the General Meeting the financial statements for the financial year just ended as well as the budget for the following year, to be approved by simple majority.
Article 17.
In the event that the company is wound up, its assets will be assigned to pursue an object that is as similar as possible to the one of the association.
VII. General rules
Article 18.
The Board of directors draw up internal regulations that specify anything that is not dealt with in the articles of association. These regulations and any amendments made to them must be approved by the General Meeting.
5 May 1999
P. André
