Statutes of ecopa

Statutes of ecopa

Section 1:

Designation, Registered Office and Lifespan of the Association

 Article 1. Designation
The International Association is designated by the name “European Consensus Platform for 3R Alternatives to Animal Experimentation” and the abbreviation “ecopa”.

ecopa is an international not-for-profit association founded in accordance with Title III of the Belgian Law of 27th June 1921 regarding not-for-profit associations, international associations and foundations, modified by the law of 2nd Mai 2002 (articles 46 to 58, including 58).

Article 2. Registered Office
The Registered Office of ecopa, which is required by Belgian law to be located in Belgium, is at Av. Paul Deschanel 36-38, B-1030 Brussels, Belgium.

The Registered Office may be moved to any other location within the Belgian territory by the decision of the Board of ecopa, to be published in the Annexes of the Belgisch Staatsblad and notified to the Federal Ministry of Justice within one month after this decision.

Article 3. Lifespan
ecopa is set up for an undefined period. It can be dissolved at any time by the decision of 75% of its voting members at a General Assembly.

Section 2:

Purposes of ecopa

Article 4. Purposes
The purposes of ecopa are to facilitate the exchange of scientific information, expertise and experience between national consensus platforms, industry, science, animal welfare and EU and government institutions to enhance the further development and implementation of refinement, reduction and replacement (3R-concept) in animal experimentation in Europe and worldwide. Adhering to the 3-R-concept, ecopa strives to raise public, governmental and scientific awareness for a better acceptance of alternatives in experimental practice.

National consensus platforms composing ecopa are defined as platforms comprising the four concerned parties in the field of alternative methods (3-R-methods) to animal experiments, i.e. academia, animal welfare, industry and government.

ecopa will organise conferences, seminars, publish documents, collect and circulate information, support scientific and educational initiatives, and promote the implementation of co-operative action in the fulfilment of its purposes.

ecopa may participate or become a Member of other institutions, organisations or European or International Networks whose aims are in accordance with Article 4 of these Statutes.

Section 3:

Membership Criteria, Subscriptions, Withdrawal, Liability

Article 5. Membership Criteria

Members:
Membership of ecopa is open to all national consensus platforms in Europe (NCP). Such platforms shall be legal entities launched in accordance with the laws and traditions of their country of origine, fully able to participate in the purposes and activities of ecopa, and to undertake the responsibilities of membership.

Such platforms may operate at the national level within any nation within the continent of Europe. The criteria for membership of ecopa may be adapted to the different legal and administrative frameworks for associations across Europe. The main criteria for membership are.

  • Accepting the principle of consensus regarding the delegation of the four parties and the 3-R-concept
  • Establishing this consensus in an open and democratic way
  • Functioning as a legally approved organisation
  • Having activities in the scope of the 3-R-Concept
  • Being open about financial matters

These criteria are set out in detail in the Internal Regulations.

The members of ecopa are entitled to vote at the General Assembly

Associate Members:
Individuals, academic institutions, professional associations, commercial organisations, other European or International Networks, and any other organisation related to the 3-R-principle that fails to qualify for membership of ecopa under the above criteria may apply for acceptance as Associate Members. The entitlements and responsibilities of ecopa Associate Members will be set out in Internal Regulations.

Applications for membership, or associate membership status, shall be made on the prescribed form at least one month before a Meeting of the Board, and shall be considered and determined having regard to these Statutes.

Article 6. Subscriptions
All Members of ecopa shall pay an annual subscription to support the purposes and activities of the Association. The amount of such annual subscription, the dates of the year to which it applies, and the required date of payment shall be set out in Internal Regulations. The annual subscription may be varied for certain categories of Member as approved by the general assembly.

Membership becomes effective only after payment of the annual subscription. The maximum amount for Members shall be 1000 EUR. The maximum amount for Associate Members shall be 20.000 EUR (thus up to but no more than 20 times the amount for Members).

Article 7. Withdrawal and Disqualification from Membership
Any voting member and any associate member may withdraw from ecopa by giving six months notice in advance of this intention. Notice of intention to withdraw from membership shall be made in writing, by recorded delivery, to the Secretary General. It will then be presented to the next Meeting of the Board.

Any circumstances that would occasion the censure of any ecopa voting member, as distinct from the Member’s representatives, shall require special consideration by the Board, and thereafter by the General Assembly voting on a proposal by the Board. The Member in question shall not have a vote.

Any Member whose subscription has not been settled within three months of the date of invoice is in breach of these Statutes. The Board will determine what action, if any, requires to be undertaken in the best interests of ecopa and any defaulting voting member, if payment of the annual subscription is late or withheld. In the case of an associate member, the membership ceases if payment of the annual subscription is late or withheld.

A Member withdrawing or disqualified from membership shall remain liable to pay its full subscription for the year in which it ceases to become a Member.

Members who have withdrawn, who have submitted their written intention to withdraw, or who are in any way disqualified from the benefits of membership by the General Assembly forfeit their rights to the ownership or deployment of any ecopa asset, and are not entitled to claim any compensation or refund of any subscription paid or due to be paid, unless by the agreement of the Board. Disqualification from membership can only be decided by the General Assembly after having heard the member in question.

Article 8. Liability
Expenditure may only be authorised, and liability incurred, in accordance with the approved budget and the decisions of the Board at Meetings. The liability of ecopa Members extends only to the settlement of their own annual membership subscription.

Section 4:

Organisational Structure

Article 9. The Structure of ecopa

The structure of ecopa is as follows,

  • The General Assembly, and
  • The Board

 

A Secretary General, whose powers are defined in Section 8, shall be appointed to further the purposes of the Association and to implement the decisions of the General Assembly and the Board.

Section 5:

The General Assembly

Article 10. Composition of and Representation at the General Assembly
The General Assembly is composed of all National Consensus Platforms represented by their delegates(voting members). Each NCP, as defined in Articles 4 & 5 of these Statutes, holds one vote in the General Assembly. Associate members shall not be entitled to vote.

Each NCP shall appoint a representative to attend the General Assembly, and to exercise the right to vote. In addition to this representative, each NCP shall nominate one substitute. Nominations shall be carried out on a two-year basis and shall be the exclusive right of voting members (National Consensus Platforms).

The General Assembly shall meet once a year. It shall be presided over by the President, assisted by the Vice-President.

The General Assembly is open to associate members as well as to individuals from national consensus platforms. Associate members and individuals shall not be entitled to vote.

Article 11. Powers of the General Assembly
The General Assembly is the supreme power of the association. It holds all the powers that are expressly reserved by law, and that are not devolved to the Board by the current statutes, except for powers of representation.

The General Assembly has the power to,

  • Elect or dismiss the President, the Vice-President, Members of the Board
    approve the Board programme of activities and initiatives for the forthcoming year to further the purposes of the association
  • approve a budget including the setting of the subscription fee or range of fees for the forthcoming year
    approve the accounts
  • censure any member
  • disqualify any member
  • admit national consensus platforms as new voting members
  • admit new associate members
  • alter the statutes
  • disband the association
  • Setting up and modifying internal regulations
  • Setting up and dissolving Working Groups with advisory functions
  • Nominate an auditor

 

The President, the Vice-President and the other Members of the Board shall be elected at the General Assembly. The electoral procedures shall be set out in Internal Regulations.

Article 12. Frequency of General Assemblies, Notification, Agenda and Minutes
The General Assembly shall meet once every year, as determined by the Board, and be chaired by the President or a Vice President. The Board may call for a special General Assembly at any time whenever it is in the interests of ecopa. An extraordinary General Assembly shall be convened by the Board if requested by at least one third of the voting members.

Members shall be notified of a General Assembly at least six weeks in advance, in writing or electronically, by the Board, normally through the Secretary General. Notifications shall inform Members of the date, venue, time and agenda.

The Board shall prepare the agenda for meetings of the General Assembly.

Minutes of each General Assembly shall be prepared by the Secretary General, ratified by the President, be made available to the members and kept at the social seat of the association. The agendas, minutes, voting records, and related papers, reports and accounts, shall constitute part of the formal Records of the Association.

Article 13. Decision Making at the General Assembly
The only items subject to decision making shall be those on the agenda unless all voting members attending agree to consider an issue not on the agenda.

Meetings of the General Assembly shall require a quorum of 50%, either through attendance or valid representation. A voting member shall be validly represented by another voting member provided that this NCP has a mandate. A represented member shall not hold a mandate. The decisions of the General Assembly shall be taken by simple majority.

The General Assembly may only debate an alteration to the Statutes, or the dissolution of the Association, if such items are on the agenda, and if 75% of the voting members are attending or are validly represented by a substitute appointed for that purpose on a form approved by the General Assembly. Should this quorum not be reached, the attending voting members can call for a second Assembly which may validly debate such items, regardless of the number of voting members attending or validly represented. Should a consensus not be reached then the President can submit the agenda item to a vote on which a 75% majority shall be sufficient for a valid decision.

Alterations to the Statutes shall only take effect after assent by the qualified authority in accordance with Article 50 §3 of the law and after publication in the Annexes of the Belgisch Staatsblad in accordance with Article 51 §3 of the law mentioned.

Section 6:

The Board

Article 14. Appointment or Election and Resignation of Members of the Board
ecopa shall be administered by a Board comprising a President, a Vice-President, a Treasurer, and four additional members, to be nominated by the NCPs and elected by the General Assembly. In addition, the General Assembly may appoint an additional number of 3-R-experts according to the needs or to balance the composition of the four parties involved.

The President shall not be required to be a representative and/or member of any National Consensus Platform, but the Vice-President, the Treasurer and the additional four members shall be representatives of National Consensus Platforms.

The number of 3-R-experts serving on the Board may be up to, but not exceed one third of the NCP representatives. 3-R-experts Board members will be nominated by the NPCs and appointed by the General Assembly.

The President shall be the legal representant of ecopa and may be assisted or replaced by the Vice-President.

The Treasurer will be responsible for the financial affairs of ecopa and shall present annual financial statements to the General Assembly.

The member serving as Press Officer shall be responsible for press releases and public relations and shall work in close collaboration with the President and Vice-President.

All Board members shall be appointed for a period of office of two-years; they may be re-elected twice for the same period of office. Board members may resign at any time. If a member resigns during his or her term of office, the Board may consider whether to co-opt a replacement to serve until the end of that period of office.

Article 15. Frequency of Meetings of the Board, Notification, Agenda and Minutes
The Board shall normally meet every six months, but not less than twice a year. Meetings shall be chaired by the President, or a Vice President. Members shall be notified of a Meeting one month in advance, in writing or electronically, by the Secretary General. Notifications shall inform Members of the date, venue, time and agenda.

The Secretary General shall determine the agenda for Meetings of the Board, in consultation with the President, but all proposals, in writing, signed by a Member shall also be placed on the agenda. Minutes of the Meetings of the Board shall be prepared by the Vice-President, be made available to all members and kept at the social seat of the association. The agendas, minutes, voting records, and related papers, reports and accounts, shall constitute part of the formal Records of the Association.

Any Meeting of the Board could be by telephone or other electronic means, provided that no member signifies his disagreement in advance and provided that even if not physically present, the Member can hear and participate in the meeting. The notification will show the agenda, date and time of the Board Meeting as well as relevant information to enable the members of the Board to participate. When the Board has gathered electronically the Minutes shall be prepared by the Secretary General, be made available to all members and kept at the social seat of the association.

Voting by telephone or electronic means shall not become a normal procedure for the Board but shall only take place in exceptional cases of urgency. The members shall be informed about the upcoming decisions in advance so that they are fully aware of the issues when voting. Decisions made this way shall be confirmed at the next effective meeting of the Board

Article 16. Making at Meetings of the Board
The only items subject to decision making shall be those on the agenda unless all members attending agree to consider an issue not on the agenda. Decision making shall normally be by consensus. Should a consensus not be reached then the President can submit an agenda item to a majority vote. In the case of parity the President shall have a casting vote.

Meetings of the Board shall require a quorum of 50%. Subject to the agreement of those members attending a Meeting of the Board, an absent Member may participate in the meeting by giving a mandate to another Member

Article 17. Responsibilities of the Board
The Board is responsible for the administration of the affairs of the Association and the promotion of its purposes. It holds all the powers of representation not specifically reserved for the General Assembly by law or these current Statutes.

The Board is responsible for,

  • considering applications for membership
  • considering applications for associate member status, and setting out the entitlements and responsibilities of associate members
  • setting out a broad programme of activities and initiatives for the forthcoming year to further the purposes of the association, for consideration by the General Assembly
  • thereafter, implementing the approved programme and taking other appropriate action to promote the purposes of the association
  • setting out a budget for the forthcoming year, for consideration by the General Assembly
  • thereafter, authorising, controlling and monitoring expenditure in accordance with the approved budget, and keeping accounts for presentation to the General Assembly
  • preparing annual account reports
  • establishing a savings fund, in accordance with the law, in order to cover any future expense, exceptional or not
    contracting, defining and directing the services of a Secretary General and other appropriate support services including a Press Officer
  • contracting, defining and directing the services of an external Auditor
  • Setting up internal regulations
  • Proposing creation of Working Groups
  • Proposing an external auditor

 

Article 18. Delegations
The Board may delegate part of its powers to one or several of its members, to the Secretary General, or to one or several members of the staff of the association. In particular the Board may delegate the daily administration and management of the Association.

The Board may also delegate the authority to authorise and incur expenditure up to a defined limit to the Treasurer, to the Secretary General and over that limit to the President and the Vice President or, in the absence of the President, to the Vice-President and another member of the Board.

Article 19. Representation
Representation in law, as plaintiff as well as defendant, may be conducted in the name of the association by the President, the Vice-President, the Secretary General or anyone appointed for the purpose by the Board. All writings that bind the association, like signed contracts, shall, except in the case of special authorization, be signed by the President, or Vice-President who shall not produce any authorization to third parties for the matter concerned.

Section 7:

The Secretary General

Article 20. Function and Responsibilities of the Secretary General
The Secretary General is the executive officer of the Association. The Secretary General is appointed and renewed by the Board, and shall be mandated to represent the association in its daily management.

The responsibilities of the Secretary General include

  • promoting the purposes and the approved programme of activities and initiatives of the association,
  • taking action on behalf of the association as directed by the Board at meetings and in minutes,
  • preparing Internal Regulations for consideration by the Board,
  • assisting the President, Vice President and the Board,
  • making the arrangements for the General Assembly and the meetings of the Board,
  • assisting the Treasurer in the preparation of budgets and accounts,
  • authorising expenditure in accordance with the approved budget up to a limit defined and minuted by the Board,
  • book keeping of all income and expenditure,
  • safekeeping of all agendas, minutes, voting records, and related papers, reports and accounts which constitute the records of the association,
  • if required, defining, contracting and directing the services of appropriate personnel,
  • representing the association in accordance with Article 22

 

all of which is under the authority and exclusive responsibility of the Board.

The Secretary General may be remunerated as decided by the Board. Other members of the secretariat may be appointed and renewed by the Board on such terms as are appropriate.

Section 8:

Fiscal Year and Financial Management

Article 21. Fiscal Year and Accounting
The fiscal year starts on 1st January and ends on 31st December of the same year. The annual accounts shall be made available to the Federal Ministry of Justice in accordance with Articles 51 and 53 of the law

Article 22. Financial Operation
In accordance with Article 8, Liabilities, expenditure beyond that delegated to the Secretary General under Article 24 may only be incurred with the joint signature of any two of the President, Vice President, the Treasurer, or an appointed representative of the Treasurer up to a maximum sum agreed by the Board.

Article 23. Treasurer
Financial support services shall also be provided by a member of the Board, designated as Treasurer. The Treasurer will,

  • control and monitor the accounting systems of the association,
  • approve counter signature arrangements for expenditure,
  • prepare and present accounts for the Auditor, the General Assembly and meetings of the Board.

Additionally, as required by Belgian law, the Treasurer will prepare all required budgets and accounts.

Article 24. Financial Auditing
The Board shall be responsible for the probity of the association’s financial management, and shall ensure that all requirements of Belgian law as well as the requirements of the General Assembly are met..

The Board can appoint an internal auditor but shall contract an external auditor at the request of at least two-third of the members.

Section 9:

Dissolution and Liquidation

Article 25. Dissolution
In the event of the voluntary dissolution of the association, the General Assembly by anonymous vote, or, by default, the competent court, will appoint official receivers to define the entitlements of any creditors and the liquidation of the assets of the association. The General Assembly or the competent court will define the powers and terms of remuneration of the receivers.

Any remaining financial assets after the settlement of all debts will be distributed to one or several not-for-profit organisations, as determined by the General Assembly, in further pursuit of the purposes and activities of ecopa.

Article 26. General Terms
Anything not foreseen in the above statutes and published with name in the Annexes of the Belgisch Staatsblad shall be handled in accordance with the terms of Title III of the law of 27th June 1921 regarding not-for-profit associations, international associations and foundations like modified by the law of 2nd May 2002.

Seen to be added to the Royal Decree of 9th November 2003
Nr. 7/EGLS/14.908/S
For the Minister of Justice (Laurette ONKELINX),

Click here to download the signatures to this document (89 kb)

Internal Regulations

ecopa (European Consensus Platform for Alternatives)
International not-for-profit organisation Brussels
10th November, 2002

These regulations define procedures applicable to the corresponding articles of the statutes.

Article 5. Membership Criteria
According to Articles 4 & 5 membership of ecopa shall be open to every National Consensus Platform.

A National Consensus Platform shall qualify for membership by complying with the following five criteria at minimum.

1A Four party principle and 3R-concept as consensus in an individual country:

  • A national consensus platform accepts the 3-R-concept and the four party principle.
  • Representation of academia, animal welfare, industry and government.
  • Acceptance of the 3-R-concept as a working basis.
  • Only one national consensus platform can represent an individual country and become a voting member on behalf of this country.

2A Recognized, legal organisation:

  • A national consensus platform needs to have a basic organisational structure.
  • This includes by-laws, statutes, legal status, address etc.

3A Activities in the 3-R-area:

  • A national consensus platform shall have a scope of 3-R-activities.
  • This includes e.g. sponsoring of programmes, activities in the field of 3-R-education, dissemination of information etc.

4A Consensus established:

  • The selection of representatives (Voting Member) from national consensus platforms and the delegation to ecopa must take place in an open and democratic way. This should be regulated by statutes (see 2A).

5A Financial matter:

  • National consensus platforms must provide information on their financial background with respect to the budget and its contributors.
  • This does not mean detailed figures and names of sponsors but overall figures giving information on the genuine sources of financing. To promote transparency and mutual trust this data shall also be published on the ecopa website.

 

The following five additional criteria shall be considered provided that the five above-mentioned minimum criteria do not suffice to determine whether a national consensus platform qualifies for membership.

1B The members of national consensus platforms should be representatives of the 4 parties in the country:

  • The election of members of the four parties in the national consensus platforms must take place by defined rules.
  • The members should go through a selection/election process.

 

2B Established structures:

  • Organizational structures should be defined and presented e.g. by a brochure or on a website.
  • E-mail address, information office, secretary, presentation of a programme, setting priorities for financial support etc. should be available.

 

3B Promotion of the 3-R-principle:

  • A national consensus platform should promote 3-R-related activities at least in their own country.
  • The scope of activities should be defined, organized and initiated.
  • The operating programme should include sponsored 3-R-activities, lectures, discussion forums, lobbying for 3-R-issues, etc

 

4B Consensus established:

  • Regular platform meetings, long term programme.
  • No second national consensus platform claims the representation of the country.

 

5B Financial matter:

  • Financial support of the national platform by the four parties should be diversified as much as possible, and be provided directly or indirectly by at least two parties.

 

Any national consensus platform that fails to qualify for membership of ecopa under the above criteria may apply for acceptance as Associate Members. Associate Members are not entitled to vote but have the right to submit proposals and to be informed about the association’s activities.

Any associate member may withdraw from ecopa by giving six months notice in advance of this intention. Notice of intention to withdraw from membership shall be made in writing, by recorded delivery, to the Secretary General. It will then be presented to the next Meeting of the Board.

Any circumstances that would occasion the censure of any associate member, as distinct from the Member’s representatives, shall require special consideration by the Board, and thereafter by the General Assembly voting on a proposal by the Board.

Article 6. Subscriptions
The annual membership fee for a national consensus platform shall be 100 EUR.

The annual membership fees for individuals admitted as associate members shall be 10 EUR.

For all other associate members the annual fees subscription shall be 100 EUR.

The above-mentioned annual subscriptions are valid for the first year of membership only and may be altered in future years as approved by the General Assembly.

Organizations can contribute with additional voluntary fundings.

Article 12. Frequencies of General Assemblies, Notification, Agenda, Minutes
In order to facilitate communication among National Consensus Platforms, English is adopted as the working language of ecopa. Hence, documents, proceedings, statements and correspondence internally and externally shall be communicated in English.

All meetings, conferences and assemblies of ecopa shall be held in English.

Translations, whenever needed, shall be provided at the expense of the requesting member or associate member.

Any distribution of information at the national or local level shall be effected by the respective member or associate member.

Article 14. Appointment or Election and Resignation of Members of the Board
Due to serious misconduct, any representative of a National Consensus Platform serving on the Board may be dismissed by its respective National Consensus Platform.

The Board shall communicate primarily by electronic means, such as e-mail and so on.

When selecting the members of the Board, the General Assembly shall consider the overall equilibrium of the four concerned parties and shall ensure that at least one person of each party is represented on the Board.

This policy shall also apply with respect to retirements and replacements.

Article 20. Secretary General
For the time being the Vice-President will perform the functions and duties of the Secretary General unless the Board appoints a Secretary General that shall be mandated to represent the Association in its daily management.

Article 23. Treasurer
The Treasurer shall preferably be a Belgian citizen to ensure best compliance with any financial obligations required by Belgian law for the status and certification of an AISBL.