Constitution and Bylaws

ARTICLES OF ASSOCIATION

DEFINITIONS
Article 1
The following terms and expressions in the articles of association of this association shall have the following meanings:

1. Articles of Association: the articles of association as laid down in this instrument;
2. Delegate: a Member appointed as delegate by all Members of one country (mlitiple delegates: "Delegates");
3. Councils: the Councils as meant in Article 21 of these Articles of Association;
4. European Journal of Public Health Council: the Council responsible for publishing a scientific journal;
5. Executive Council: the entire executive council, the association's executive body responsible for the co-ordination and implementation of all activities of the association, consisting of members appointed by the Governing Board;
6. Governing Board: the meeting of delegates;
7. International Conference Council: the Council responsible for organising an annual scientific conference;
8. Member: an organisation which has been admitted as a member of the association (multiple members: "Members").
9. Sections Council: the Council responsible for the Sections as meant in article 20 of these Articles of Association;

NAME AND SEAT
Article 2
2.1 The name of the association is: European Public Health Association (EUPHA).
2.2 The association has its corporate seat at Utrecht.
2.3 The association was founded on the nineteenth day of April nineteen hundred ninety-four.

OBJECTS
Article 3
3.1 The object of the association is to contribute to the preservation and improvement of public health in the European region through capacity building and knowledge building.
3.2 The association tries to achieve this object through, inter alia:

1. encouraging and furthering effective European joint research, education, policy and other activities in the field of public health;
2. circulating a scientific journal, which will inter alia present the results achieved by the association;
3. the holding of scientific conferences at regular intervals;
4. encouraging and furthering the use of knowledge in the field of public health in order to improve the health of populations in Europe;
5. encouraging and furthering scientific research, policy, practice and training and education in the field of public health in Europe; and
6. using all other appropriate means to achieve the object of the association.

3.3 The association does not aim to make a profit.

MEMBERS, ASSOCIATE MEMBERS, RIGHTS AND OBLIGATIONS
Article 4
4.1 Membership of the association is open to national public health associations in Europe, according to the World Health Organisation’s definition of Europe, who have been admitted as Members to the association.
4.2 Associate membership is open to:

1. natural persons;
2. institutions: national and international public health institutions; and
3. international non-governmental organisations.

Associate members do not have any voting rights.
4.3 The Executive Council shall maintain a register which contains the names and addresses of all Members and associate members.
4.4 Each Member or associate member must notify the association in writing of his address and any changes therein; this address remains valid for the association for as long as the Member does not provide another address to the association in writing. Any consequences of failure to submit the correct address and any changes therein are at the Member’s risk and expense.
4.5 Members and associate members have the rights and obligations as laid down in these Articles of Association and the association’s rules.

ADMISSION OF MEMBERS AND ASSOCIATE MEMBERS
Article 5
5.1 The Executive Council shall decide on the admission of Members and associate members.
5.2 The application and admission procedures shall be laid down in rules.
5.3 In the event of non-admission, the Governing Board may review the decision and admit applicants as Members and associate members.

TERMINATION OF MEMBERSHIP
Article 6
6.1 Membership shall cease upon:

1. dissolution of the Member (legal entity or organisation);
2. notice of termination given by the Member;
3. notice of termination given by the association. This may occur if a Member no longer meets the requirements for membership laid down in these Articles of Association, if the Member does not comply with its obligations towards the association or if the association cannot be reasonably required to allow the membership of a Member to continue;
4. removal of the Member. This may only occur if a Member acts in breach of these Articles of Association, the association’s rules, or a valid resolution of the association, or prejudices the association in an unreasonable manner.

6.2 Termination of membership by the association shall be done by the Executive Council.
6.3 The notification and removal periods, the effective date of the termination of the membership, the manner of notification of removal and the resulting consequences as well as any appeals shall be laid down in the association's rules.
6.4 Furthermore, a Member may terminate its membership with immediate effect within a month of being notified of a resolution to convert the association into another legal entity or to enter into a legal merger (juridische fusie) or legal division (juridische splitsing).
6.5 A Member is not permitted to cancel its membership in order to avoid application of a resolution whereby the financial obligations on Members are increased.
6.6 Removal from membership shall be done by the Executive Council.
6.7 If membership terminates in the course of the association’s financial year, the entire annual contribution shall nevertheless remain due and payable.

ANNUAL CONTRIBUTION
Article 7
7.1 The Members and associate members must pay an annual contribution, the amount of which shall be determined by the Governing Board. The Governing Board may set an admission fee simultaneously with the determination of the annual contribution. For this purpose, Members and associate members can be divided into different categories with different contribution amounts.
7.2 In special circumstances, the Executive Council has the discretion to exempt, fully or in part, Members and associate members from their obligation to pay the contribution.

EXECUTIVE COUNCIL
Article 8
8.1 The Executive Council of the association shall consist of at least five or more council members. The Governing Board shall determine the number of Executive Council members.
8.2 Executive council members shall be appointed by the Governing Board, it being noted that:
 - one member will be nominated by the European Journal of Public Health Council;
 - one member will be nominated by the Sections Council;
 - one member will be nominated by the International Conference Council; and
 - one member will be nominated by the Council meant under Article 21.5, insofar as this Council was established by the Executive Council;
The appointment of the other Executive Council members shall take place through a binding nomination made by the Executive Council, except for the provisions of Article 8.4. The Executive Council’s nomination and the nominations of the Councils shall take place in the notice convening a meeting.
The director of EUPHA office will be a member ex officio of the Executive Council without having the right to vote.
The Executive Council should aim to have all members of different nationalities.
8.3 The appointment shall be made from among the association’s Members, except for the provisions in the following sentence. The Governing Board can decide to appoint Executive Council members who are not Members.
8.4 The binding nature of each nomination may be removed through a resolution taken by the Governing Board with at least two-thirds of the votes validly cast, taken in a meeting at which no less than two-thirds of the Delegates is represented.
8.5 If no nomination has been presented, or if the Governing Board resolves to remove the binding nature of the nominations made pursuant to Article 8.4, then the Governing Board is free in its choice to appoint.
8.6 If the number of Executive Council members drops below the determined number, the other remaining Executive Council members or the only remaining Executive Council member shall nonetheless form a competent body. The Executive Council, however, must convene a meeting of the Governing Board as soon as possible in order to fill the vacancy/vacancies.

TERMINATION OF EXECUTIVE COUNCIL MEMBERSHIP –ROTATION – SUSPENSION
Article 9
9.1 Each of the Executive Council members, even if they have been appointed for a specific period, may at all times be dismissed or suspended by the Governing Board. A suspension that is not followed within three months by a resolution to dismiss, shall terminate by expiry of that period. If there was an employment relationship between the association and the Executive Council member, the parties may not seek a court ruling that the employment relationship must be reinstated.
9.2 All Executive Council members, except for the members designated as future chairman, chairman and departing chairman, shall retire in accordance with a schedule to be drawn up by the Executive Council, under which the term of office shall be no more than three years. The members who are in the position of future chairman, chairman or departing chairman shall retire after they have subsequently occupied the positions of future chairman, chairman and departing chairman in accordance with article 10.1, but they shall retire no later than six years after they have been designated as future chairman. Retiring Executive Council members shall be eligible for reappointment. Executive Council members appointed to fill interim vacancies shall retire on the date assigned to their predecessors in the rotation schedule.
9.3 Executive Council membership shall also terminate by:
a. for Executive Council members appointed from the Members: by termination of membership of the association;
b. retirement;
c. death.

EXECUTIVE COUNCIL POSITIONS AND EXECUTIVE COUNCIL RESOLUTIONS
Article 10
10.1 The Executive Council consists of a chairman, a future chairman, a departing chairman, a secretary and a treasurer. The Governing Board designates a future chairman, a secretary and a treasurer and for each of these positions the Governing Board may designate a substitute from among the Executive Council. The future chairman shall be in the position of future chairman in the first two years after his designation, subsequently he shall be in the position of chairman for two years and finally he shall be in the position of departing chairman. The departing chairman is by virtue of that capacity the vice chairman, and therefore the substitute of the chairman.
A Executive Council member may hold more than one of these positions.
10.2 Minutes of the meetings shall be kept by the secretary and, after having received approval from all Executive Council members, will be adopted and signed by the chairman and secretary of the meeting.
10.3 Resolutions of the Executive Council will be passed by a majority of the votes validly cast.
10.4 To validly adopt any resolution, at least half of the Executive Council members must be present or represented at the meeting of the Executive Council. Should the previous sentence prevent the Executive Council from adopting any resolution during a meeting, that resolution will be postponed until the next meeting, at that meeting the resolution may be adopted with a majority of the votes validly cast, regardless of the number of Executive Council members present, provided the resolution was duly incorporated into the agenda of that meeting.
10.5 Any member of the Executive Council may by written power of attorney authorise any other member of the Executive Council to represent him or her at a meeting and to vote on his or her behalf, provided that no member of the Executive Council may cast more than two votes at any meeting.
10.6 The determination made by the chairman at the meeting with regard to the results of a vote shall be decisive.
The same shall apply to the contents of a resolution passed, where there has been a vote about a proposal which has not been put in writing.
10.7 However, where the accuracy of the determination referred to in the previous paragraph, is contested immediately after it has been made, a new vote shall take place if the majority of the Executive Council so requires or, where the original vote did not take place by response to a roll call or in writing, if one person with the right to vote so requires. The legal consequences of the original vote shall become void as a result of the new vote.
10.8 The Executive Council may make resolutions outside of a meeting, provided all Executive Council members have approved the resolution in writing.
10.9 Further rules on meetings and Executive Council resolutions may be laid down in the association's rules.

POWERS OF THE EXECUTIVE COUNCIL AND REPRESENTATION
Article 11
11.1 The Executive Council is charged with the management of the association, with the exception of the restrictions laid down in the articles of association.
11.2 The Executive Council may appoint committees to carry out some of its duties, under its supervision.
11.3 Subject to the approval of the Governing Board, the Executive Council is authorised to resolve to enter into agreements to acquire, dispose of or encumber registergoederen (property in respect of which rights can only be created or transferred by means of an entry in a public register) and agreements whereby the association commits itself as surety or as a joint and several debtor, warrants performance by a third party or commits itself to furnish security for a debt of a third party. The absence of this approval can be invoked against third parties.
11.4 The association shall be represented by:
a. either the Executive Council; or
b. two Executive Council members acting jointly; or
c. the director of the EUPHA office.
11.5 The authority to represent the association will also accrue to one or more members of the Executive Council, or one or more third parties, provided these persons have been granted a power of attorney to do so; such power of attorney needs to be granted in writing and signed by two members of the Executive Council.

RECORDS – FINANCIAL YEAR - ANNUAL REPORT - REPORTS
Article 12
12.1 The capital of the association shall consist, inter alia, of:
a. annual contributions;
b. subsidies, if any;
c. any other income received.
12.2 The Executive Council shall keep appropriate records of the association’s financial position and of all matters relating to the association's activities in compliance with the requirements arising from these activities and shall store the relevant books, documents and other data carriers in such a manner that the association's rights and obligations can be determined from these records at any given time.
12.3 The financial year of the association shall run from the first of July until the thirtieth of June the following year.
12.4 Each year, within six months after the end of the financial year, unless this period has been extended by the Governing Board, an annual report on the course of events at the association and the management conducted shall be prepared by the Executive Council and presented at a Governing Board. The Executive Council shall also submit for approval to the Governing Board the balance sheet and the statement of income and expenditure, with an explanation. An auditor (registeraccountant) must express an opinion on the accuracy of the financial statements. The annual report and financial statements shall be signed by the members of the Executive Council and if the signature of one or more of them is missing this shall be stated, giving the reason therefor. After expiry of this period each member can demand in court proceedings that the joint Executive Council members meet these obligations.
12.5 The Executive Council shall keep the documents referred to in 12.2 and 12.4 for seven years.

GOVERNING BOARD
Article 13
13.1 The Governing Board comprises of the Delegates appointed by the Members of each country. The Members of each country appoint one Delegate and one substitute from their midst. Each Member in each country is eligible to be appointed as Delegate of that country.
13.2 The Delegates and their substitutes are appointed for a period of three years. Each Delegate may be re-appointed after its term has ended.
13.3 All powers within the association that are not assigned by law or these Articles of Association to other bodies shall accrue to the Governing Board.
13.4 Each year, no later than within six months of the end of the association’s financial year, a meeting – the annual meeting – shall be convened in accordance with the provisions of Article 17. The annual meeting shall, inter alia, address the following:
a. the annual report on the activities of the Executive Council;
b. the annual report referred to in Article 12 including the auditor’s opinion referred to in that article;
c. the work plan and budget for the coming year, as presented by the Executive Council;
d. filling vacancies, if any;
e. proposals of the Executive Council or of the members, announced in the notice convening the meeting.
f. the possible discharge of the Executive Council.
13.5 Additional meetings shall be held whenever the Executive Council considers this desirable.
13.6 Furthermore, the Executive Council must convene a meeting whenever a number of Delegates representing no less than one-tenth of the votes in the Governing Board have requested this in writing, whereby the meeting must be convened in such a manner that it is held within four weeks of receipt of the request. If the request is not complied with within fourteen days, each of the persons who made the request shall have the right to convene the meeting himself through a notice convening a meeting in accordance with Article 17 or by placing an advertisement in at least one daily newspaper that is frequently read in the city in which the association has its corporate seat.
13.7 The person(s) requesting the meeting may then charge others than the Executive Council members with chairmanship and secretaryship of the meeting, as well as the keeping of the minutes.
13.8 The requirement that the request be submitted in writing as referred to in Article 13.6 shall be deemed to have been complied with if the request has been recorded electronically.

ADMISSION AND VOTING RIGHTS
Article 14
14.1 All Delegates of the association or their substitutes and the Executive Council shall be admitted to the Governing Board. Admission shall be denied to suspended Members, suspended Delegates and suspended Executive Council members, suspended Members and suspended Executive Council members who are not Members shall be admitted to the meeting in which the resolution to suspend them is discussed. At said meeting suspended Members and suspended Executive Council members who are not Members are allowed to speak before the Governing Board on their suspension.
14.2 The Governing Board shall decide on the admission of people other than those referred to in Article 14.1.
14.3 Each Delegate of the association or its substitute who has not been suspended shall have one vote. If a Delegate and its substitute of a country with more than one Member has been suspended, the country may appoint a substitute. Executive Council members shall have an advisory vote.
14.4 A Delegate or its substitute may be represented by a fellow Delegate provided the latter holds a written power of attorney for this purpose.
14.5 The requirement that the power of attorney be in writing shall be deemed to have been complied with if the power of attorney has been recorded electronically.
14.6 The Executive Council may decide that each Delegate or its substitute is entitled to exercise his voting rights in the meeting by way of an electronic means of communication. For participation in the meeting in accordance with the previous sentence, it must be possible (i) for the Member to be identified through the electronic means of communication, (ii) for the Member to take note of the proceedings at the meeting directly and (iii) to exercise the right to vote.
14.7 The Executive Council may set conditions for the use of the electronic means of communication; these conditions shall be stated in the notice convening the meeting.
14.8 The Executive Council may decide that votes cast prior to the meeting of the Governing Board through an electronic means of communication, albeit no sooner than the thirtieth day before the date of the meeting, are considered equal to votes cast during the meeting.

CHAIRMAN AND MINUTES
Article 15
15.1 Except in the situation as provided for in Article 13.6, the meetings shall be chaired by the chairman of the Executive Council or his substitute. If the chairman and his substitute are missing, one of the other Executive Council members, to be designated by the Executive Council, shall act as chairman. If this method also fails to result in the appointment of a chairman, the meeting of the Governing Board shall appoint its own chairman.
15.2 Minutes of each meeting shall be kept by the secretary or a person at the meeting appointed by the chairman to act as secretary. After having received approval from the Governing Board, the minutes shall be adopted and signed by the chairman and secretary. The persons convening the meeting may have a notarial record of the proceedings at the meeting drawn up. The Members will be informed of the content of the minutes or the notarial record of the meeting.

RESOLUTIONS OF THE GOVERNING BOARD
Article 16
16.1 The determination of the chairman of the Governing Board with regard to the results of a vote shall be decisive. The same shall apply as to the contents of a resolution passed where there has been a vote about a proposal which was not put in writing.
16.2 Where the accuracy of the chairman's determination as referred to in Article 16.1 is contested immediately after it has been made, a new vote shall take place if the majority of the Governing Board so requires or, where the original vote did not take place by response to a roll call or in writing, if one person with the right to vote so requires. The legal consequences of the original vote shall become void as a result of the new vote.
16.3 Unless otherwise provided for in these Articles of Association or the law, all Governing Board resolutions shall be passed by an absolute majority of the valid votes cast.
16.4 Blank votes and invalid votes shall be considered as not having been cast.
16.5 If, in a vote on persons, no single person has received an absolute majority of the votes, a second vote shall be held, or, in the event of a binding nomination, a second vote between the nominated candidates shall be held. If again no candidate obtained absolute majority, votes shall be held until either one person has obtained absolute majority or the vote was between two persons and resulted in a tie. In the votes following the second vote, the vote shall be between the persons who obtained the largest number of the votes cast, excluding the person who obtained the lowest number of votes cast. If in that vote, the lowest number of votes cast concerns more than one person, fate shall decide which of them shall be considered for a new vote. In the event of a tie between two persons, fate shall decide the issue.
16.6 Where there is a tie in any vote on an issue, no resolution shall have been passed.
16.7 All votes shall be decided verbally, unless the chairman deems it necessary to hold a vote by ballot, or one of the persons with voting rights requests the vote to be held by ballots before the voting takes place. Votes by ballot shall be by means of sealed and unsigned ballot papers. Resolutions may be adopted by acclamation, unless one of the persons with voting rights demands a vote by response to a roll call.
16.8 A unanimous resolution of all Delegates, even if it is taken outside a meeting, and provided the Executive Council has prior knowledge of it, shall have the same power as a resolution from the Governing Board.
16.9 Valid resolutions on all agenda items, including a proposal to amend the Articles of Association or to dissolve the association, may also be taken if all Delegates are present or represented at the Governing Board meeting, provided the vote is unanimous, even if no notice convening a meeting was given or if the meeting was not convened in the manner laid down in these Articles of Association, or if any other rule on the convening and holding of meetings or any related formalities in that respect have not been observed.

CONVENING A GOVERNING BOARD MEETING
Article 17
17.1 Except as provided for in Article 13.6, a Governing Board shall be convened by the Executive Council at least fourteen days in advance, not counting the day of the convening notice and that of the meeting. The notice convening the meeting shall be sent in writing to the addresses of the Delegates listed in the membership register referred to in Article 4.
17.2 The meeting may also be convened by way of a readable and reproducible message sent by electronic means to the address which the Members who have agreed to being informed in such way have given to the Executive Council for this purpose.
17.3 Without prejudice to the provisions of Article 22, the notice convening the meeting shall state the agenda items to be discussed.

EUPHA OFFICE
Article 18
18.1 The Governing Board may resolve to set up or close down an office for the organisation and the day to day business of the association and to assist the Executive Council.
18.2 The Executive Council shall appoint the director of the office.
18.3 The mode of operation, duties, setup and all other matters concerning the office
shall be laid down in rules.

PAST PRESIDENTS COMMITTEE
Article 19
19.1 The past presidents committee consists of all the past presidents of the association.
19.2 Any further details concerning the committee shall be laid down in rules.

SECTIONS
Article 20
20.1 The Governing Board can create Sections, not being separate associations, for specific groups of individuals which are involved in the association. A Section can be limited to one country. The Governing Board can, upon approval of the relevant section meetings, dissolve, merge or split Sections.
20.2 Al matters concerning Sections will be laid down in rules.

COUNCILS, COMMITTEES AND WORKING GROUPS
Article 21
21.1 The Executive Council may establish committees and working groups. The chairman of a committee or working group shall be appointed by the Executive Council; members of a committee or working group shall be appointed by the chairman of a committee or working group.
21.2 Committees and working groups shall have the duties determined on establishment.
21.3 Any further details concerning committees and working groups shall be laid down in the rules.
21.4 The association has the following Councils:
a. European Journal of Public Health Council;
b. Sections Council;
c. International Conference Council.
21.5 The Executive Council may decide, with the approval of the Governing Board, to create one further Council. This Council will have the duties, responsibilities and powers as are attributed to it at the creation thereof.
21.6 The chairman of a Council will be appointed by the Executive Council. The members of the Council will be appointed as regulated in the rules.
21.7 Al other matters concerning Councils will be laid down in rules.

AMENDMENTS TO THE ARTICLES OF ASSOCIATION
Article 22
22.1 Without prejudice to the provisions of Article 16.9, an amendment to these Articles of Association may only be effected through a resolution taken by the Governing Board, whereby the notice convening the meeting states that a proposal to amend the Articles of Association will be put before the meeting.
22.2 Those convening the Governing Board meeting for the purpose of submitting a proposal to amend the Articles of Association, must make available to the Members for inspection at a suitable location, from at least fourteen days prior to the meeting until the end of the day on which the meeting is held, a copy of that proposal containing the verbatim text of the proposed amendments. The abovementioned copy shall also be sent to a Member on demand.
22.3 Without prejudice to the provisions of Article 16.9, a resolution to amend the Articles of Association requires at least two-thirds of the votes validly cast in a meeting at which at least two-thirds of the Delegates are present or represented. Where a quorum is not present or represented as required under the preceding sentence, a second meeting shall be convened, to be held not less than two weeks and not more than four weeks after the first meeting; this second meeting may pass the resolution by a majority of not less than two-thirds of the valid votes cast, irrespective of the number of Members that are present or represented at that meeting.
22.4 An amendment shall be effected by means of a notarial instrument. Each Executive Council member is authorised to cause the notarial instrument of amendment to the articles of association to be executed before a notary.

DISSOLUTION
Article 23
23.1 The association shall be dissolved by a resolution of the Governing Board. The provisions of Article 22.1, 22.2 and 22.3 shall apply mutatis mutandis.
23.2 The liquidation shall be effected by the Executive Council, unless the Governing Board decides otherwise.
23.3 The liquidator(s) shall apply any surplus of assets remaining after the liquidation of the association in accordance with the association's objects.

RULES
Article 24
24.1 The Governing Board may determine one or more rules which it can change at any time.
24.2 The rules may not be contrary to the law nor may they be contrary to the provisions of these Articles of Association.

Bylaws EUPHA

1. Membership and application:

There are two categories of membership:
Full membership; and
Associate membership.

1.1. Full membership:
Full membership is open to national scientific associations for public health in Europe, as defined by the regional office of WHO. These associations need to be scientific and - preferably – multidisciplinary. Each country has one vote in the Governing Board. More associations from the same country can become members of EUPHA. These associations have to organise among themselves the vote for the Governing Board.

Full Membership application procedure
In a standard letter we request the following information:

• copy constitution with English summary
• goals of the association
• frequency of scientific meetings and/or journal
• number of members

This information is circulated among the executive council and approved if:

• it is a scientific, preferably multidisciplinary association for public health;
• a national procedure is developed for rotating disciplinary representation in Governing Board.

Full Membership fees:
EUPHA membership is set at 8 Euro per individual member of the full member (2011 rate).

1.2. Associate membership:
There are three sorts of associate membership:
Individual membership
Partner membership
Institutional membership

1.2.a. Individual membershipis open to natural persons from countries where no national society is existent. Individual membership is granted for a limited time period.

Individual membership application procedure
Requests for individual membership are referred to societies/national associations in their own country. If no national society is existent or if the individual insists on an individual membership, an application letter with CV and three references (of which one should be from another country than the country of origin) should be send to EUPHA office.
Individual membership fees:

• Central and Eastern Europe: 10 Euro/year
• Other European countries: 50 Euro/year

1.2.b. Partner membership- is open to international organisations with public health interests.

Partner membership application procedure
Associate membership is established after an official request from the international organisation. The associate membership is set up in a separate agreement of collaboration between the two organisations. This information is circulated among the Executive Council who will decide on membership.
Partner membership fees:
In principle, no costs are involved.

1.2.c. Institutional membership - is open to all institutes that endorse the activities of EUPHA and desire to officially be included in the EUPHA network. Institutional members receive one hard copy of the European Journal of Public Health (EJPH) and have reduced conference fees for their staff.

Institutional membership application procedure
Institutional membership can be requested in 2 ways:

• upon invitation from the EUPHA Executive Council
• In a standard letter with the request to become an institutional member of EUPHA

This information is circulated among the Executive Council who will decide on membership.
Institutional membership fees:
EUPHA institutional membership is granted for the minimum period of 3 years. The membership fees is 1000 Euro per year.

1.3. Yearly list of members
A yearly list of all members will be published in the EJPH.

2. Membership fees and termination of membership

In addition to the rules set up on membership fees and termination of membership in articles 6 and 7 of the Constitution, the Executive Council can decide one or more of the following measures for members, who have not paid/are not paying their fees:

• To waive membership fees for a maximum of 3 years (e.g. for public health associations in the process of being set up or in lack of money)
• To limit the rights of the member, e.g. no voting rights in the Governing Board
• To terminate membership (article 5, section 4 of the Constitution)

3. Executive Council resolutions

Further to rules in article 10 of the constitution, the Executive Council may take resolutions outside of a meeting:

• If resolutions are included in the work plan as accepted by the Governing Board, the Executive Council can take a resolution by email if the majority of members approve the resolution within a certain time limit, and no objections have been received.
• If resolutions are not in the work plan as accepted by the Governing Board, the Executive Council can take a resolution by email if all members approve the resolution within a certain time limit.

4. Permanent secretariat

A permanent secretariat of EUPHA is established at the Netherlands Institute for Health Services Research (NIVEL). The day-to-day running, routine correspondence, administrative tasks and other activities linked to the work plan as accepted by the Governing Board for EUPHA and the EJPH can be done by the secretariat. The president can request the permanent secretariat to take over more activities.

Financial transactions not provided for in the annual budget as approved by the Governing Board have to be approved by the treasurer and the president. A yearly check of the financial administration will be done by a registered accountant at the request of the treasurer.

5. Council of Past Presidents

After having served as EUPHA president, the immediate past president will remain a member of the Executive Council. After that he/she automatically becomes a lifelong member of the Council of Past Presidents. Members of this council are invited as observers to the Governing Board meetings.

The Executive Council can request advice from the Council of Past Presidents, and can ask individual members to represent EUPHA in official situations.

The Council of Past Presidents can decide, by a majority of votes, to invite other past members of the Executive Council to become members of the Council of Past Presidents.

6. Sections

EUPHA encourages the establishment of sections. The procedures and rules for EUPHA sections are established in separate rules.

7. Committees and working groups

The EUPHA Executive Council can decide to install committees and working groups on specific topics/issues. A detailed work plan and timeframe for these committees and working groups shall be elaborated at the start of their work. The Executive Council can decide to abolish, amend, prolong, etc. committees and working groups. An annual report on existing working groups and committees including their work plan shall be presented to the Governing Board.

8. The European Journal of Public Health Council (EJPH Council)

8.1. The EJPH Council shall consist of the following members:
The Editor-in-Chief of the EJPH (chair)
A representative from the publisher
A representative from EUPHA
A representative of EUPHA office.

8.2. The EJPH council shall coordinate the EUPHA – EJPH activities and set the general policy for the EJPH in relation to EUPHA. The EJPH council will advice the Executive Council on all EJPH related activities.

8.3. The EJPH council shall meet once a year.

8.4. Minutes of the meetings shall be kept by EUPHA office, after having received approval from the majority of the EJPH council.

8.5.An annual report on activities shall be presented to the Governing Board.

9. The Section Council

9.1. The Section Council shall consist of at least five members. The section council shall consists of the section presidents of all EUPHA sections, the initiators of new sections (proposed and initiatives), the president of EUPHA and a representative of EUPHA office.

9.2. The Section Council shall meet twice a year.

9.3. The Section Council shall coordinate and further develop the sections’ activities, and assist and advice the Executive Council.

9.4. Minutes of the meetings shall be kept by EUPHA office, after having received approval from the majority of the Section council.

9.5.An annual report on activities shall be presented to the Governing Board.

10. The International Conference Council (ICC)

10.1. The ICC shall assist and advice the Executive Council on all activities linked to the organisation of the European public health conferences. The procedures and rules shall be established in separate rules.

10.2. Members of the ICC shall be nominated by the Executive Council.

10.3. The ICC shall meet twice a year.

10.4. Minutes of the meetings shall be kept by EUPHA office, after having received approval from the majority of the ICC.

10.5.An annual report on activities shall be presented to the Governing Board.

11. Representation of EUPHA

11.1. In general, EUPHA welcomes requests for representation of EUPHA in many situations.

11. 2. The Executive Council decides on representation of EUPHA.

11.3. EUPHA can be represented by members of its Governing Board, after approval by the Executive Council. In exceptional cases, the Executive Council can invite others experts to represent EUPHA.

11.4. The EUPHA representative participates as an independent expert, unless an official stance by EUPHA is necessary.

11.5. The EUPHA representative will be provided with all necessary information by the Executive Council. The Executive Council can also provide instructions on how to represent EUPHA.

11.6. Each EUPHA representative is asked to submit a short report of his/her activities to the Executive Council.

12. EUPHA statements

The following possibilities to set up EUPHA statements exist:

12.1. EUPHA official stance
A draft statement needs to be approved by the Executive Council; it is then published in the EJPH with a request to our members for written reaction; it is voted on at the next Governing Board meeting.

12.2. EUPHA expert statements
The Governing Board approves of a public health theme and delegates coordination to the Executive Council. The Executive Council contacts at least 10 experts from different countries on the theme to set up a draft statement. The Executive Council votes on the statement and the publication thereof. This statement will state that it is a EUPHA Expert statement and does not necessarily reflect the views of all our members.

12.3. EUPHA reports
The Executive Council proposes a EUPHA report to the Governing Board for approval. A draft will be circulated for comments to the Governing Board. The Executive Council approves of the publication. The report will state that it is a EUPHA report and does not necessarily reflect the views of all our members.

12.4. Other publications
Other EUPHA publications can be installed by the Executive Council.

13. Changes in the bylaws

Changes in the bylaws and rules have to be approved by a two-third majority of votes at a Governing Board meeting.

 

EUPHA section rules

Introduction

• EUPHA encourages the establishment of sections. Sections are independent organisational parts of EUPHA on specific themes within the field of public health. Sections are subjected to the EUPHA statutes and bylaws.
• Sections are international and open to all EUPHA regular members and interested public health professionals. EUPHA sections are established by the EUPHA Governing Board, supported through EUPHA office and co-ordinated by the EUPHA Section Council.
• Sections have their own sub website on the EUPHA webpage.

EUPHA Section Council

2.1 There shall be a Section Council whose function will be:

• To represent the interests and common concerns of the sections;
• To facilitate relations between the sections and other relevant bodies of the association;
• To assist sections in their internal management and in intersectional communication;
• To report to the Governing Board on its activities and deliberations;
• To facilitate compliance with EUPHA policies;
• To make recommendations to the annual conference programme;
• To act on section membership and section policies;
• To formulate rules for the sections;
• To coordinate, develop and transmit to the Executive Council statements and other publications originating in the sections;
• To provide the Executive Council with six-monthly updates on activities, finances, and work plans.

2.2 The Section Council shall meet twice a year in conjunction with the June meeting of EUPHA and the annual conference of EUPHA.

2.3 Section Council membership:

• Section presidents, duly elected according to article 4, have a seat in the Section Council. A section president may delegate a replacement to represent the section at the meetings.
• Secretariats and vice-presidents of the sections will be included in the mailing of the Section Council. At the November meeting of the Section Council, two officials from each section can attend.

2.4 The Section Council will elect a chairperson for a period of three years. The chairperson can be re-nominated once. The chairperson will be responsible for all activities of the Section Council as well as represent the Section Council in the Executive Council.

Establishment of EUPHA sections

3.1 The EUPHA Governing Board, having heard the advice of the Executive Council and the Section Council, establishes EUPHA sections. A proposal for a new section should be submitted to the EUPHA Section Council to be discussed at their next meeting. The Section Council will discuss the proposal and set up an advice for the EUPHA Executive Council. The Executive Council will discuss the proposal at their next meeting. If both bodies are positive towards the proposed new section, a call for interest will be put on the EUPHA website and the Governing Board will decide on its establishment at the next annual meeting.

3.2 EUPHA sections are established with a try-out period of two years. If after two years, the new EUPHA section has less than 25 members, the section will cease to exist.

Section presidency

4.1 Each EUPHA section will appoint a president of the section. The appointment is for three years. The president can be re-nominated once. In exceptional cases, the president can be re-nominated more than once. In this case, the approval of the Section Council is necessary.

4.2 One year before the end of the term of the presidency, or upon the request of the president or the section members, an election for a new president can be called. The call for a new president will be announced to all section members with a description of the tasks and activities and a clear deadline for reacting. Candidates for section presidency need to be full EUPHA members. If more than one candidate exist, a shortlist will be circulated to the members for voting. The candidate with the highest number of votes will be elected section president.

4.3 A section can decide to nominate 1-2 vice-presidents and a secretariat. All section officials have to be a member of EUPHA. Names and contact details of all section officials should be communicated as soon as possible to EUPHA office.

4.4 The section president will have a seat in the Section Council. He/she can be replaced by the vice-president if announced before the meeting. Two section officials, including the president, are invited to attend the November meeting of the Section Council.

4.5 Presidents of EUPHA sections can represent EUPHA in theme-specific meetings and conferences. They should inform EUPHA office of any representative tasks on behalf of EUPHA. EUPHA office will provide the presidents of the sections with the latest information on EUPHA.

4.6 EUPHA sections are established with a try-out period of two years. If after two years, the new EUPHA section has less than 25 members, the section will cease to exist.

Activities of EUPHA sections

5.1 EUPHA sections can propose workshops at each European Public Health conference. All workshops will have to be submitted to the International Scientific Committee (ISC) before the deadline for abstract submission and are subject to scoring by the ISC.

5.2 EUPHA sections are invited to assist in the setting up of the scientific programme of each annual conference. For this, they will be invited to nominate a representative in the International Scientific Committee to evaluate abstracts submitted in the section’s field of expertise. A delegation of the Section Council will be invited to help in the grouping of abstracts for the conference programme.

5.3 EUPHA sections are to organise annual meetings with their members at each annual conference. EUPHA will organise space and time in the conference programme for such meetings. For all meetings of the sections, minutes have to be set up and copied to the EUPHA office.

5.4 EUPHA sections can request to organise pre-conference meetings at each European Public Health conference. The intent of organising such a meeting should be declared to the EUPHA office and the local organisers before the 1st of May of the conference year.

5.5 The EUPHA sections are invited to publish their activities at least once a year in the EUPHA pages of the European Journal of Public Health.

5.6 EUPHA sections will provide the EUPHA office with an annual report of their activities before the annual meeting of EUPHA. The report should include the names and co-ordinates of the president and vice-presidents. The final annual report has to be submitted by December 31st of the current year.

Public activities

6.1 EUPHA sections can – on the topic of their section – speak in public independently without requesting prior approval to EUPHA. If on other topics, EUPHA sections should contact EUPHA office for the exact procedure. For all these activities, a short report should be sent to EUPHA office within two weeks of the event.

6.2 EUPHA sections are encouraged to set up statements in their field of expertise, using their network of experts.

6.3 EUPHA sections are encouraged to use their network to publish articles in international journals or EUPHA reports.

6.4 EUPHA sections can submit project proposals for external funding. Any such proposals will have to be elaborated in collaboration with EUPHA office to ensure coordination with other EUPHA bodies.

6.5 All publications need to be set up following the rules on EUPHA publications.

Sponsorship

7.1 If approach by sponsors, sections are to follow the general EUPHA sponsorship code. In case of doubt, sections should contact EUPHA office.

Finances

8.1 The EUPHA annual budget will include a budget post for the sections. The Section Council will be responsible for organising this budget and will report to the EUPHA Governing Board on expenditure and income.

Section membership

9.1 EUPHA sections are open to all regular EUPHA members

9.2 Public health experts – not being a member of EUPHA - can join a EUPHA section, as long as the non-members do not exceed 70% of section members. Exceptions to this rule should be approved by the Section Council, clearly indicating the reason for the exception. Such exception is granted for three years and can be renewed following the full procedure.

9.3 Participation in several sections is possible.

9.4 The membership of the EUPHA sections are co-ordinated by EUPHA office in collaboration with the section presidents and Section Council. The information included in the EUPHA database is the official membership list.

9.5 EUPHA office will provide all sections with overviews and analysis of section membership on a yearly basis. Any questions that arise will be discussed in the Section Council.

Review

10.1 The EUPHA sections will be reviewed on a regular basis. The Section Council will set up a review rotation schedule for the sections aiming to have every section reviewed every third year.

10.2 The review of a section will be under the responsibility of the Section Council with the assistance of EUPHA office.

10.3 An evaluation protocol will be used for reviews of section. This protocol will be established as a separate document and regularly updated.

10.4 The Section Council will provide the Executive Council will 6-month updates on the review of sections, which will include advice on: continuation, cessation, division, or fusion.

10.5 The Governing Board will review the advise of the Executive Council on the review of sections and can decide by a majority of votes to:

• Continue the section as it is.
• Cancel a section
• Divide a section into two or more depending on the theme(s)
• Fuse two sections into one

10.6 New established sections will be included in the review process as soon as possible.