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Article 1: NAME, SEAT AND SCOPE OF ACTIVITIES
 
1. The name of the Society shall be "ESAAM - European Society of Preventive, Regenerative
and Anti Aging Medicine".
2. The Society shall have its seat in Vienna, Austria, and its activities shall extend to the
whole world.
3. The formation of branches is intended.
 
 
Article 2: PURPOSE
 
1. The Society, which is a non-profit organization, shall act as an umbrella organization of all
national European clinical and research associations for preventive, regenerative and
anti aging medicine. Within the meaning of these Rules, the term "Europe" is used
geographically and shall also include the successor states of the former USSR.
2. The aims to be promoted by the activities of the Society shall in particular be:
a. to maintain and intensify contacts between, and cooperation among, the clinical
and research national and European associations for preventive, regenerative
and anti aging medicine;
b. to promote contacts with non-European anti-aging associations as well as to
maintain and intensify contacts with other international medical societies;
c. to safeguard the economic interests of its members, in particular to take steps
(including legal steps) against unfair competition;
d. to organize the annual/biannual European Congress of Preventive, Regenerative
and Anti-Aging Medicine (ECOPRAM);
e. to promote education in the field of preventive, regenerative and anti-aging
medicine in Europe so as to achieve a European-wide standard which ranks
above average in an international comparison;
f. to support research in the field of preventive, regenerative and anti-aging
medicine, to compile the findings gained in such research projects as well as to
standardize and process them with the purpose of developing accepted methods
of treatment;
g. to provide for, and check, the continuing education of its members and to
recognize therapeutic methods.
h. to hold the ESAAM examination and, consequently, to award the ESAAM diploma
to ensure a Europe-wide uniform elevated standard of training of physicians
practicing preventive, regenerative and anti-aging medicine, and in this
connection, to award a title to medical doctors that is recognized all over Europe
to document their special training in the field of preventive, regenerative and antiaging
medicine.
 
 
Article 3: TITLES
 
1. Titles may be used in the appropriate gender-specific form.
2. In international communications, the titles honorary president, president, vice president,
treasurer, secretary general and member of the Board shall be used by the persons
holding the respective positions.
 
 
Article 4: MEANS FOR ACHIEVING THE PURPOSE OF THE SOCIETY
 
1. The purpose of the Society shall be achieved through the activities and funds specified
in Art. 3 paragraphs 2 and 3 of these Rules.
2. Such activities shall include seminars, educational events and conferences as well as
the ESAAM examination and, consequently, the award of the ESAAM diploma as well
as the exchange of data among the member associations of ESAAM and between the
member states of ESAAM.
3. The required funds shall be raised by organizing national and international conferences
as well as by financial contributions from extraordinary members, if any, and through
donations.
 
 
Article 5: TYPES OF MEMBERSHIP
 
1. Membership in the Society may take the form of Society members, Individual Members,
International Distinguished Members and Supporting Members.
a. Society Members: Society members are divided in 2 groups:
- National Societies of Anti Aging Medicine in Europe (provided that the term
"Europe" shall have the meaning defined in Art. 2 para. 1 of these Rules).
- Any other additional clinical or research Societies related to preventive,
regenerative and/or anti aging Medicine in each european country or relevant
research European societies (provided that the term "Europe" shall have the
meaning defined in Art. 2 para. 1 of these Rules).
Annual fees for Society membership will be decided by the the Board.
Each society-member will be represented in the ESAAM Board by its president or
a delegate with a proxy of the president, and in the General Assembly by one (1)
representative per 100 Members. The representative(s) should be agreed by the
societies-members, he (or she) represent, if any.
The society-members have to follow the purposes of ESAAM and will be
requested to provide confirming proofs of this on a regular basis.
b. Individual Members: Individual members are divided in 2 groups:
- Those who are not member of a national anti-aging society or other societies
members. They should be MD or PhD working in the fields of preventing,
regenerative and anti-aging medicine, or have a diploma which will be
accepted by the Membership Committee, and must have an activity into a
european country (provided that the term "Europe" shall have the meaning
defined in Art. 2 para. 1 of these Rules). Membership annual fee will be
decided by the Board.
- Those who are member of a national or other societies members, been
already members of ESAAM. They will pay a reduced membership annual fee
in agreement with the above mentioned relevant society.
Individual members will be represented in the ESAAM Board, by one (1)
representative per 100 individual members to be elected on the occasion of a
General Assembly. The term of the delegates of individual members to the Board
will be four (4) years.
c. International Distinguished Members: They are distinguished Professionals
in the field of preventive, regenerative and anti aging medicine. They are designated
by the ESAAM Board. They do not pay annual fee. They cannot be members of the Board. 
d. Supporting Members: They are commercial companies or organizations, which financially
support ESAAM. Supporting members cannot be members of the Board and cannot vote.
 
 
Article 6: ADMISSION TO MEMBERSHIP
 
1. A Society Member can be each National Society of Anti Aging Medicine in Europe or any
other clinical or research Society related to preventive, regenerative and/or anti aging
Medicine in each european country or relevant research European societies (provided
that the term "Europe" shall have the meaning defined in Art. 2 para. 1 of these Rules),
which provides ESAAM with an official record-proof of legal existence in its
country/Europe every year, before June 30th, with a list of its members.
2. Non-members of the national European anti-aging societies or other societies members
(provided that the term "Europe" shall have the meaning defined in Art. 2 para. 1 of
these Rules) that have submitted an application for admission to the Board shall be
eligible for membership of the Society after accepted by the Board.
3. Members of the national European anti-aging societies or other societies members
(provided that the term "Europe" that submit an application for admission to the Board
will be immediately become members after accepted by the Board.
4. Supporting members that have submitted an application for admission to the
Membership Committee shall be eligible for membership of the Society.
5. In recognition of his/her special services to ESAAM, an individual, who has served at the
Board and/or the Executive Committee may be appointed honorary president of the
Society.
6. The appointment of a honorary president shall be made by the General Assembly upon
the request of the Board.
 
 
Article 7: TERMINATION OF MEMBERSHIP
 
1. Membership ends upon death, loss of legal personality, by voluntary resignation or by
expulsion.
2. Members may resign only as of December 31 of each year. The member wishing to
resign shall notify the Board of its intention in writing at least 6 months in advance. If
the notification is not made within due time, it shall only become effective on the next
date of resignation. The mailing date of the notice shall be decisive for determining
whether such notification was timely made.
3. The expulsion of a member from the Society may be ordered by the Board because of
a member's gross violation of its duties and because of dishonorable conduct. Such a
decision may be appealed to the arbitral tribunal established in accordance with Art. 20
of these Rules.
4. Upon application of the Board, the General Assembly may deprive a member of its
honorary presidency for the reasons specified in Art. 7 para. 3 of these Rules.
 
 
Article 8: RIGHTS AND DUTIES OF THE MEMBERS
 
1. The members are entitled to take part in all the events organized by the Society. Only
Society members, Individual Members and International Distinguished Members shall
have the voting right in the General Assembly and the right to vote in elections and
stand for election. Society members shall exercise their rights through the delegates
sent by them to the General Assembly (see Art. 10 para. 4 of these Rules).
2. Each member is entitled to request from the Board a copy of these Rules.
3. At the request of at least one tenth of the members, a General Assembly shall be
convened by the Executive Committee.
4. In each General Assembly, the Executive Committee shall inform the members about
the activities and the financial position of the Society. If so requested by least one tenth
of the members by stating reasons therefore, the Executive Committee shall also
furnish such information to the respective members within four weeks.
5. The Board shall inform the members of the audited annual financial statements
(accounting). If such information is provided at the General Assembly, the auditors shall
attend such meeting.
6. The members shall take efforts to promote the interests of the Society and shall refrain
from any behavior that may be detrimental to the reputation and purpose of the Society.
They shall observe the Rules of the Society and the resolutions adopted by its bodies.
 
 
Article 9: THE BODIES OF THE SOCIETY
 
The bodies of the Society shall be:
1. the General Assembly (Articles 10 and 11 of these Rules)
2. the Board (Articles 12 and 13 of these Rules)
3. the Executive Committee (Articles 14 through 16 of these Rules)
4. the Auditors (Art. 17 of these Rules)
5. the Arbitral Tribunal (Art. 20 of these Rules).

 
Article 10: THE GENERAL ASSEMBLY
 
1. The General Assembly is the "meeting of members" within the meaning of the
(Austrian) "Vereinsgesetz 2002" (Associations Act 2002). Ordinary meetings of the
General Assembly shall be convened every two years and shall take the form of a
meeting of delegates as specified in sec. 5 para. 2 second sentence of the Associations
Act 2002.
2. Extraordinary meetings of the General Assembly shall be held within eight weeks
a. upon resolution of the Executive Committee or the ordinary General Assembly,
b. upon the written request of at least one tenth of the members,
c. upon the request of (one of) the auditor(s) (sec. 21 para. 5 first sentence of the
Associations Act 2002),
d. upon resolution of (one of) the auditor(s) (sec. 21 para. 5 second sentence of the
Associations Act 2002, Art. 11 para. 2 third sentence and Art. 14 para. 2 third
sentence of these Rules),
e. upon resolution of a court-appointed curator ("Kurator") (Art. 12 para. 2 last
sentence and Art. 14 para. 2 last sentence of these Rules).
3. All members shall be invited to the ordinary as well as to the extraordinary meetings of
the General Assembly at least four weeks in advance in writing, by fax or e-mail (sent
to the fax number or e-mail address notified to the Society by the member). The
agenda must be specified in the invitation to the meeting. Meetings shall be convened
by the Executive Committee (Art. 10 para. 1 and Art. 10 para. 2 sub-paragraphs a
through c of these Rules), by (one of) the auditor(s) (Art. 10 para. 2 sub-para. d of
these Rules) or by a court-appointed curator (Art. 10 para. 2 sub-para. d of these
Rules).
4. The delegates to the General Assembly shall be elected within the scope of each
society member with one delegate being elected for 100 ESAAM members. In any case,
figures shall be rounded up.
5. Any motions to be dealt with in a meeting of the General Assembly shall be submitted
to the Board in writing, by fax or e-mail at least one week before the date of the General
Assembly.
6. Valid resolutions - with the exception of resolutions on motions to convene an
extraordinary meeting of the General Assembly - may only be passed within the
framework of the agenda.
7. All members – in the case of Society members their delegates - are entitled to attend
the General Assembly and to vote.
8. Society members shall exercise their voting right through their delegates. Each
delegate shall have one vote. The voting right may be assigned to another delegate of
the same society member by means of a written proxy. The voting right may, however,
not be assigned to a delegate of another society member.
9. The General Assembly shall have a quorum regardless of the number of members
present.
10. Elections in and resolutions by the General Assembly shall, as a rule, take place and
be adopted by a simply majority of the valid votes cast. However, resolutions amending
the Rules of the Society, dissolving the Society or dismissing the entire Board or the
entire Executive Committee have to be adopted by a qualified majority of two thirds of
the valid votes cast.
11. The meetings of the General Assembly shall be chaired by the president, and in case of
his/her being prevented, by the vice president. If he/she be prevented too, the oldest in
age among all Board members present shall preside over the General Assembly.
 
 
Article 11: TASKS OF THE GENERAL ASSEMBLY
 
The following tasks are reserved to the General Assembly:
1. to decide on the budget;
2. to accept and approve the annual report and the annual financial statements with the
auditors attending the meeting;
3. to accept the auditors' report in case of irregularities (sec. 21 para. 5 of the
Associations Act 2002);
4. to select the auditors and/or the auditor of annual financial statements (sec. 5 para. 5 of
the Associations Act 2002);
5. to elect and dismiss members of the Board, the Executive Committee and the auditors;
6. to approve legal transactions between the auditors and the Society;
7. to accept the Executive Committee's reports on the activities and the financial position
of the Society (Sec. 20 paragraphs 1 and 3 of the Associations Act 2002);
8. to release the Board and the Executive Committee from their responsibility for the past
fiscal year;
9. to pass resolutions on amendments of the Rules and the voluntary dissolution of the
Society;
10. to deliberate and decide on other items on the agenda;
11. to confer and suspend honorary presidencies.
 
 
Article 12: THE BOARD
 
1. The Board shall consist of the following members:
a. the honorary president(s) (if elected)
b. the president
c. the secretary general
d. the treasurer
e. the presidents or vice presidents of the societies members
f. The delegates of the individual members.
2. The Board shall be elected by the General Assembly. Upon the death, resignation or
expulsion of an elected member, the Board is entitled to coopt another eligible member,
the approval for which action shall be obtained in the next meeting of the General
Assembly. Should, without completion by cooptation, the Society have no Board for an
unforeseeably long time or none at all, the Executive Committee is obligated promptly
to convene an extraordinary meeting of the General Assembly to reelect a Board. In
case the Executive Committee is unable to act as well, each auditor is obligated
promptly to convene an extraordinary meeting of the General Assembly to reelect a
Board. In case the auditors are unable to act as well, any member that realizes the
emergency is obligated promptly to apply to the competent court for the appointment of
a curator, which curator shall immediately have to convene an extraordinary meeting of
the General Assembly.
3. The Board shall hold office for four years. Each position on the Board shall be
exercised personally.
4. The meetings of the Board shall be called in writing by the president, or in case of
his/her being prevented, by the vice president. Should the vice president also be
prevented for an unforeseeably long time, any other member of the Board has the right
to call a meeting of the Board.
5. Board meetings shall be called at least once a year.
6. The Board shall have a quorum if all of its members have been invited and at least half
of them are present.
7. The Board shall adopt its resolutions by a simple majority of the valid votes cast; in
case of a tie, the chairperson shall have the casting vote.
8. Resolutions on the admission of new members to the Society shall be taken by the
Board by a two-thirds majority of the valid votes cast.
9. Meetings shall be chaired by the president or, in case of his/her being prevented, the
vice president. Should he/she, too, be prevented, the chairpersonship shall be
conferred to the oldest in age among all Board members present or to such Board
member that is elected by the other members of the Board by a majority of the votes. If
no majority is reached, the Board shall be convened again within four weeks with the
same agenda.
10. Apart from his/her death and the expiration of his/her term of office (Art.12 para.3 of
these Rules), the period of office of a member of the Board shall end by dismissal (Art.12,
para.11 of these Rules) or by resignation (Art.12 para. 12 of these Rules).
11. The General Assembly may at any time dismiss the whole Board or individual members
of the Board. The dismissal shall enter into force with the appointment of a new Board
or a new member of the Board.
12. The members of the Board may at any time resign in writing, addressing the notification
of their resignation to the Board, and in case the whole Board resigns, to the General
Assembly. The resignation shall become effective only after election or cooptation
(Art.12, para.2 of these Rules) of a successor.
13. If the president of a society member also acts as a member of the Executive Committee,
the society member is entitled to appoint another representative to the Board.
 
 
Article 13: THE TASKS OF THE BOARD
 
The Board shall have the following tasks:
1. to appoint a supervisory body (sec. 5 para. 2 of the Associations Act 2002);
2. to determine the number of staff employed by the Society (sec. 5 para. 4 of the
Associations Act 2002);
3. to employ and dismiss employees of the Society;
4. to appoint the auditors and/or the auditor of annual financial statements (sec. 5 para. 5
of the Associations Act 2002);
5. to prepare income and expense accounts with a statement of net assets as of the end
of the fiscal year (sec. 21 para. 1 of the Associations Act 2002);
6. to draw up the annual budget, the annual report and the annual financial statements;
7. to accept the auditors' reports (sec. 21 para. 4 of the Associations Act 2002);
8. to remove any deficiencies in the financial management identified by the auditors and
to take measures to counter such identified risks (sec. 21 para. 4 of the Associations
Act 2002);
9. to inform members of the audited income and expense accounts (sec. 21 para. 4 of the
Associations Act 2002);
10. to hear the auditors when informing the members of the audited income and expense
accounts if such information is provided at the General Assembly (sec. 21 para. 4 of the
Associations Act 2002);
11. to prepare annual financial statements as specified in sec. 22 para. 1 of the
Associations Act 2002;
12. to prepare extended annual financial statements as specified in sec. 22 para. 2 of the
Associations Act 2002;
13. to provide for an audit to be carried out by an auditor of annual financial statements as
specified in sec. 22 para. 2 of the Associations Act 2002;
14. to notify the authority responsible for associations of the voluntary dissolution and, if
applicable, of the need for liquidation as well as the data of a liquidator, if appointed
(sec. 28 para. 2 of the Associations Act 2002);
15. if the Society is dissolved by the authorities, to make a notification as to the existence
of any assets of the Society (sec. 29 para. 3 of the Associations Act 2002);
16. to admit and expel members of the Society. The Board can delegate this duty to a
Membership Committee.
 
 
Article 14: THE EXECUTIVE COMMITTEE
 
1. The Executive Committee shall consist of the following members:
a. the president
b. the vice-president
c. the secretary general
e. the treasurer
2. The Executive Committee shall be elected by the General Assembly. Upon the death,
resignation or expulsion of an elected member, the Executive Committee is entitled to
coopt another eligible member, the approval for which action shall be obtained in the
next meeting of the General Assembly. Should, without completion by cooptation, the
Society have no Executive Committee for an unforeseeably long time or none at all,
each auditor is obligated promptly to convene an extraordinary meeting of the General
Assembly to reelect an Executive Committee. In case the auditors are unable to act as
well, any full member that realizes the emergency is obligated promptly to apply to the
competent court for the appointment of a curator, which curator shall have immediately
to convene an extraordinary meeting of the General Assembly.
3. The Executive Committee shall hold office for four years. Each position on the
Executive Committee shall be exercised personally.
4. The Executive Committee shall have a quorum if all of its members have been invited
and at least half of them are present.
5. The Executive Committee shall adopt its resolutions by a simple majority of the votes;
in case of a tie, the chairperson shall have the casting vote.
6. Meetings shall be chaired by the president or, in case of his/her being prevented, the
Secr. general. Should he/she, too, be prevented, the chairpersonship shall be conferred
to the oldest in age among all members of the Executive Committee present or to such
member of the Executive Committee that is elected by the other members of the
Executive Committee by a majority of the votes. If no agreement is reached, the
Executive Committee shall be convened again within two weeks with the same agenda.
7. Apart from his/her death and the expiration of his/her term of office (Art. 14 para. 3 of
these Rules), the period of office of a member of the Executive Committee shall end by
dismissal (Art. 14 para. 8 of these Rules) or by resignation (Art. 14 para. 9 of these
Rules).
8. The General Assembly may at any time dismiss the whole Executive Committee or
individual members of the Executive Committee. The dismissal shall enter into force
with the appointment of a new Executive Committee or a new member of the Executive
Committee.
9. The members of the Executive Committee may at any time resign in writing, addressing
the notification of their resignation to the Executive Committee, and in case the whole
Executive Committee resigns, to the General Assembly. The resignation shall become
effective only after election or cooptation (Art. 14 para. 2 of these Rules) of a successor.
10. The meetings of the Executive Committee shall be called by the president, with the
notice of meeting being given three weeks in advance.
11. The Executive Committee may also adopt its resolutions by circular letter, in which
case the secretary general shall send the text to the members of the Executive
Committee by fax of e-mail by granting an appropriate period for voting. After receipt of
all the votes, the president shall determine the result and communicate it to all the
members of the Executive Committee by fax or e-mail.
 
 
Article 15: THE TASKS OF THE EXECUTIVE COMMITTEE
 
The Executive Committee shall have the following tasks:
1. to manage the business of the Society and represent the Society vis-à-vis third parties
(sec. 5 para. 1 of the Associations Act 2002) in observance of its duties under the law
and the Rules as well as the lawful resolutions of the competent bodies of the Society
(sec. 24 para. 1 of the Associations Act 2002);
2. to prepare and convene the General Assembly in the cases specified in Art. 10 para. 1
and Art. 10 para. 2 sub-paragraphs a through c of these Rules;
3. to inform the competent authority of the formation of the Society and, if members have
already been elected to the bodies of the Society before its creation, of their positions
and their dates of appointment (sec. 11 of the Associations Act 2002);
4. to give notice of any amendment of the Rules, of the members of the Society's bodies
and any change concerning the Society's address (sec. 14 of the Associations Act
2002);
5. to furnish information about the activities and the financial position of the Society as
specified in sec. 20 of the Associations Act 2002;
6. to provide for the timely and sufficient presentation of the Society's financial position
(sec. 21 para. 1 of the Associations Act 2002);
7. to set up a system of accounting in accordance with the requirements of the Society
(sec. 21 para. 1 of the Associations Act 2002);
8. to provide for the current recording of the income and the expenses of the Society (sec.
21 para. 1 of the Associations Act 2002);
9. to submit the documents required for the audit and provide the necessary information to
the auditors (sec. 21 para. 2 of the Associations Act 2002);
10. to communicate the results of the audit which has been performed by a public authority
granting subsidies to the Society to the auditor of annual financial statements and/or
the auditors as specified in sec. 22 para. 3 of the Associations Act 2002;
11. to admit new society members, in particular if there are several competing anti-aging
associations within one European country and several associations want to join the
Society and/or want to for the admission of their members to the Society (cf. Art. 2 para. 2);
12. to transact all other business not reserved for another body of the Society under these
Rules.
 
 
Article 16: SPECIAL DUTIES OF INDIVIDUAL MEMBERS OF THE EXECUTIVE COMMITTEE
 
1. The secretary general shall manage the day-to-day business of the Society. The
president shall assist the secretary general in the management of the Society's affairs.
2. The president shall represent the Society vis-à-vis third parties. Written documents of
the Society shall only be valid if signed by the president and the secretary general, in
monetary matters (disposition of assets) the signatures of the president and the
treasurer shall be required. Legal transactions between members of the Executive
Committee and the Society are subject to the approval of another member of the
Executive Committee.
3. Any powers to represent the Society in legal transactions and/or to sign on its behalf
may, without exception, only be conferred by the members of the Executive Committee
specified in Art. 16 para. 2 of these Rules.
4. In case of imminent danger, the president shall be entitled to independently give orders
on his/her own responsibility as regards matters which belong to the duties of the
General Assembly or the Board; however, in the internal relationship such orders
require the subsequent approval of the competent body of the Society.
5. The president shall chair the meetings of the Board and the Executive Committee.
6. The secretary general shall be responsible for keeping the minutes of the General
Assembly, of the Board and of the Executive Committee.
7. The treasurer shall be responsible for the proper handling of the financial matters of the
Society.
8. In case of their prevention, the secretary general and the treasurer shall be represented
by their deputies. Such deputies shall be elected by the General Assembly for the same
term of office and shall have the right to attend the meetings of the Board and the
Executive Committee and shall be invited to such meetings. They shall only be entitled
to vote if they act as representatives.
9. In case of his/her prevention, the president shall be represented by the vice president.
10. The president may authorize the vice president to manage individual, or groups of,
affairs independently. Such authorization may be revoked at any time.
 
 
Article 17: THE AUDITORS
 
1. Two auditors shall be elected by the General Assembly for a term of 2 years. They may
be reelected. The auditors may not be members of any body – with the exception of the
General Assembly – whose activities are the object of the audit. Legal entities may also
be appointed auditors. Auditors need not be members of the Society.
2. The auditors shall be responsible for the current supervision of the business
transactions and the audit of the financial position of the Society with regard to the
propriety of accounting and the use of funds in accordance with the Rules. The Board
and the Executive Committee shall be responsible for providing the auditors with the
necessary documents and information. The auditors shall report to the General
Assembly on the results of the audit.
3. Legal transactions between the auditors and the Society are subject to the approval of
the General Assembly. In all other respects, the provisions of Art. 12 paragraphs 10
through 12 and Art. 14 paragraphs 7 through 9 of these Rules shall apply mutatis
mutandis to the auditor.
 
 
Article 18: THE AUDITOR OF ANNUAL FINANCIAL STATEMENTS
 
1. An auditor of annual financial statements shall be appointed by the General Assembly
for a term of 2 years if the law so requires. The auditor of annual financial statements
may not be a member of any body – with the exception of the General Assembly –
whose activities are the object of the audit. Legal entities may also be appointed
auditors of annual financial statements. The auditor of annual financial statements need
not be a member of the Society.
2. (Firms of) Certified public accountants, (firms of) partly certified public accountants
("Buchprüfer") as well as auditors within the meaning of the (Austrian)
"Genossenschaftsrevisionsgesetz" (Act on the Audit of Cooperative Societies) may be
appointed auditors of the Society's annual financial statements.
3. The auditor of annual financial statements shall be responsible for the audit of the
annual financial statements and of the financial position of the Society with regard to
the propriety of accounting and the use of funds in accordance with the Rules. The
Board and the Executive Committee shall be responsible for providing the necessary
documents and information to the auditor of annual financial statements. The auditor of
annual financial statements shall report to the Board on the results of the audit.
4. Legal transactions between the auditor of annual financial statements and the Society
are subject to the approval of the General Assembly. As for the rest, the provisions of
Art. 12 paragraphs 10 through 12 and Art. 14 paragraphs 7 through 9 of these Rules
shall apply mutatis mutandis to the auditors of annual financial statements.
 
 
Article 19: COMMITTEES
 
The Board can establish the following committees:

1. Advisory Committee. Members can be or not members of the Board. It will take in
charge the ethical problems, will control the rules of ESAAM, and will advice the
Executive Committee on any question. Members will be elected for 3 years.
2. Membership Committee. It will control Societies’ and individual’s candidatures and
propose their acceptance or rejection to the Board. Members of this committee have to
be members of the national society or any other society of the relevant nation already
approved by ESAAM.
3. Scientific Committee. Members can be european or not. It will organize the European
Educational Program and the ESAAM diploma.
4. Congresses Committee. It will designate and control the National Society in charge of
an ECOPRAM.
5. If any need, further committees can be established.
 
 
Article 20: ARBITRATION
 
1. Any disputes arising in connection with the relationships of the members within the
Society, including legal disputes and any other disputes concerning the Society, shall
be settled by the internal arbitral tribunal, which is an "institution of conciliation" within
the meaning of the Associations Act 2002 and not an arbitral tribunal as defined in
sections 577 et seq. of the (Austrian) "Zivilprozeßordnung" (Code of Civil Procedure).
2. The members are obligated to have recourse to the arbitral tribunal for the settlement of
any disputes specified in Art. 20 para. 1 of these Rules. They may only bring a dispute
before a court of law if the requirements set forth in Art. 20 para. 3 of these Rules are
met.
3. If proceedings that are pending before the arbitral tribunal are not closed earlier by
such tribunal, the members may initiate proceedings before courts of law after six
months as from the date of recourse to the arbitral tribunal provided that the subjectmatter
dispute of the proceedings is a legal dispute.
4. The arbitral tribunal shall consist of three delegates of the members of the Society. It
shall be formed in such a way that one party to the dispute submits to the president in
writing the name of one member who shall act as arbitrator. Upon a request to be made
by the Executive Committee within seven days, the respective other party to the dispute
shall, in turn, nominate a member of the arbitral tribunal within 14 days. After being
notified by the Executive Committee within seven days, the nominated arbitrators shall
elect a third full member as chairperson of the tribunal within another 14-day period. In
case of a tie, the choice from among the persons proposed shall be made by drawing
lots. The members of the arbitral tribunal may not belong to any body – with the
exception of the General Assembly – the activities of which are the object of the dispute.
5. If there are grounds for exclusion as specified in sec. 20 of the (Austrian)
"Jurisdiktionsnorm" (Code on Jurisdiction) or bias as specified in sec. 19 of the Code on
Jurisdiction, each party to the dispute is entitled to file a motion of objection with the
president. The president shall then decide on such motion within 14 days. If the
president himself/herself is a party to the dispute, the motion shall be submitted to the
vice president, who shall then decide the motion within 14 days.
6. If one party to the dispute fails to appoint an arbitrator within the prescribed period or if
he/she appoints an arbitrator that is rejected by the respective other party for wellfounded
reasons, the president shall appoint a full member as arbitrator. If the
president himself/herself is a party to the dispute, the vice president shall take the
decision.
7. If the chairperson is rejected by either party to the dispute for well-founded reasons, the
president shall appoint a full member as chairperson. If the president himself/herself is
a party to the dispute, the vice president shall take the decision.
8. The proceedings shall be recorded in minutes.
9. The decision of the arbitral tribunal, which shall be issued in writing, shall be taken in
the presence of all of its members by a simple majority of votes after hearing both
parties. The arbitral tribunal shall decide to the best of its knowledge and belief.
10. The decision of the arbitral tribunal in case of disputes which strictly concern the affairs
of the Society (i.e. disputes concerning the affairs of the Society which are not legal
disputes) shall be final and binding on the parties. In the event of a legal dispute
concerning the affairs of the Society, the arbitral tribunal shall submit a proposal for
reconciliation. If the parties to the dispute fail to reach an agreement on such proposal,
they may have recourse to any court of law.
11. For the duration of the arbitration proceedings the statute of limitations for any legal
claims will be suspended.
12. Any records concerning the arbitration proceedings shall be kept until the disputed
claim becomes statute-barred. If any party has recourse to any court of law, such
records shall be submitted to the court upon its request.
 
 
Article 21: VOLUNTARY DISSOLUTION OF THE SOCIETY
 
1. The voluntary dissolution of the Society may solely be decided in a meeting of the
General Assembly by a two-thirds majority of the valid votes cast.
2. In such meeting of the General Assembly the liquidation of the Society shall also be
decided on provided that the Society has any assets. In particular, a liquidator shall be
appointed and it must be decided to whom the liquidator shall assign the remaining
assets of the Society after discharging its liabilities. To the extent possible and
permitted, such remaining assets shall be given to an organization having the same or
similar purposes as this Society, otherwise to a charity. To the extent that the members
have made any contributions, the assets may also be distributed to individual members,
but only to the extent of the amount of their contribution made.
 
Article 22: REFERENCES
 
Any reference made herein to any federal law shall, if such law is amended, refer to the its
version as amended from time to time, and if such law is repealed, reference shall be
deemed made to the federal law that has replaced the repealed law in observance of the
subject-matter regulated therein.
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