Article 1 : Name

The European Society of Laboratory Animal Veterinarians (ESLAV), hereafter known as “the Society” is created as a non-profit organisation according to the French Law of July 1^st, 1901 and the Decree of August 16^th, 1901.

Article2: Objectives

The objectives of the Society shall be to promote and disseminate expert veterinary knowledge within the field of laboratory animal science.

The object shall be achieved through:

• Meetings, lectures, discussions, and publications;

• the advancement of veterinary knowledge and skills in subjects connected with the breeding, health, welfare and use of laboratory animals;

• Collaboration and exchange of information with other Societies and allied scientific disciplines;

• Active encouragement of its Members to provide training for veterinarians practicing or wishing to practice in the field of laboratory animals, both at the under- and postgraduate level.

The official language of the Society is English.

Article 3 : Registered Office

The registered office is located at the Pfizer Reasearch Center, Pocé sur Cisse, 37401 Amboise Cedex, France.

The registered office can be moved, if needed, by simple decision of the Governing Board.

Article 4: Life Span

The life span of the Society is unlimited.

Article 5: Members

Membership to the Society shall be open to veterinarians regardless of nationality.

The different categories of members (ordinary members, honorary members, students …) are specified in the Bylaws.

Article 6 : Subscription and Cancellation

Candidatures and Resignations shall be addressed to the Secretary who will submit them to the Governing Board.

Membership in the Society will be lost through resignation, loss of life, or cancellation due to non payment of membership fee or for serious reasons as decided by the Governing Board, after due consideration of explanations provided by the member.

Each application shall be supported by two actual members and agreed by the Governing Board. 

Article 7 : Fee

Membership fees are payable on a yearly basis. The membership fee will be proposed by the Governing Board and determined at the Annual General Meetings. 

Article 8: Resources

The resources of the Society are composed by:

• membership fees;

• sponsorship or any resource or grant which would not be contradictory with applicable legislation;

• any other income. 

Article 9: Governing Board

• 9.1. The Society is governed by a Governing Board which consists of members elected for 1 (one), 2 (two) or 3 (three) years depending on the duty occupied.

• 9.2. The Governing Board consists of the President, the President Elect or the Past President, the Secretary, the Treasurer and at least 4 (four) Ordinary Members.

• 9.3. The duties of Secretary, Treasurer and Ordinary Members are occupied for 3 (three) years, whereas the duty of the President is held for 2 (two) years. The duties of President Elect and Past President are held on alternative year.

• 9.4. Voting members of the Society shall be eligible for election as officers and members of the Governing Board. The Governing Board Members shall be elected at the General Meetings.

Article 10: Governing Board Meetings

The President shall be the Chairperson of the Governing Board meetings, and in his absence the Past President or the President Elect will deputize.

The Governing Board shall meet once every six months at a meeting called by the President, or at the request of two thirds of its membership.

During the Governing Board Meetings, the Governing Board could invite some observers, members of the Society or not.

Minutes of this meetings shall be written by the Secretary. These documents shall be signed by the President and kept by the Secretary.

Article 11: Payment - Reimbursement

Governing Board Members shall not receive any payment.

However, they can be reimbursed for their expenses with written proof.

Article 12: General Meeting

The General Meeting is composed by all the paying Members.

General Meetings will take place once a year following notification issued by the President or the Secretary at least 8 (eight) weeks in advance by email and/or direct mailing and by posting it on the Societies web site. The agenda items will be included on the notification, but subjects can be submitted to the Secretary up to 6 (six) weeks before the meeting.

General Meetings will be held in various parts of Europe, the venues to be selected by the Governing Board, bearing in mind the wishes of the membership.

The President shall be the Chairperson of these meetings and will be assisted by the Governing Board Members.

At the General Meeting, members of the Governing Board are elected, reports from the Governing Board are presented on the functioning of the Society, account reports are approved, and agenda items are discussed.

Decisions on the internal functioning of the Society are taken with a simple majority of the votes of members present or represented.

Minutes of these meetings shall be written by the Secretary. These documents shall be signed by the President and kept by the Secretary. 

Article 13: Extraordinary General Meeting

An Extraordinary Assembly General meeting shall be organised on request of at least 1/3 (one third) of its Members or on request of the Governing Board in accordance with the procedures specified in article 12.

No business shall be transacted at the Extraordinary General Meeting other than that for which the meeting was called.

Minutes of these meetings shall be written by the Secretary. These documents shall be signed by the President and kept by the Secretary. 

Article 14: Bylaws

Bylaws are drawn by the Governing Board, approved at the General Meeting and applicable to all members for the ordinary functioning of the Society. 

Article 15: Dissolution

In case of dissolution decided by at least two thirds of the members present or represented at a General Meeting, one or several liquidators will be appointed and the assets, if present will be assigned according to article 9 of the (French) law of the 1st of July 1901 and the decree of the 16th of August 1901.

Any residual assets should be distributed in accordance with the objectives of the Society in accordance with article 2.

 

Anne-Dominique DEGRYSE, ESLAV President

Caroline Johner, ESLAV Secretary

 

 

 

Preamble

The aim of this text is to complete and explicit several items of the Constitution of the Society called ESLAV (European Society of Laboratory Animal Veterinarians), hereafter know as the “Society”, as written in article 14 of the Society’s Constitution: “… for the ordinary functioning of the Society”. As it completes and explains  items in the various Constitution’s articles, the article number is given.

Article 1: Name

The President of the Governing Board must conduct all formalities of declaration and publications as requested by the law of July 1st 1901 and by the Décret of August 16th 1901, not only at the time of creation of the Society, but also during its entire existence.
In case of any change in Board Composition and/or in Constitution, the Préfecture (where the Society is declared, in this case Tours) must be informed by a signed letter.

Article 2: Objectives

See Constitution

Article 3: Registere Office

See Constitution

Society Register:

The Society Register shall contain:

• The names of all members of the Governing Board with their addresses and the year of their election. Such reports of Sub-Governing Boards or Memoranda or other matters of general interest to the members as the Governing Board may determine.

• The Society Register shall be considered as a correct list of all members of the Society and it shall be incumbent on each individual to ascertain that his name, address and all other particulars are correctly entered therein.

The Society Register is kept and updated by the Secretary.

Article 4: Life Span

See Constitution (article 15)

Article 5: Members

The following categories of Members exist in the Society:

• Ordinary Members:

Persons who hold appropriate qualifications in veterinary science.

• Honorary Members:

Honorary Membership is awarded by the Governing Board on the recommendation of the President. Proposals, together with a supportive statement must be received by the Secretary at least one month in advance of the AGM and will be presented to the AGM.

Honorary Members are exempt from the membership fee. Award of Honorary Membership should be a unique event, and only be given to any person working or having worked in the field of Laboratory Animal Science and Medicine and who have furthered the interests and aims of the Society in an exceptional manner. No more than two Honorary memberships may be awarded at any AGM.

• Student Members:

Student membership is granted to undergraduate students who are in the process of acquiring a degree in veterinary science and who satisfy the Governing Board of their suitability. On payment of a reduced subscription, such Members shall be entitled to receive such benefits as may be formulated by the Governing Board in accordance with the Bylaws, but always excepting the right to vote in the conduct of affairs of the Society. Student members must confirm their student status to the Secretary yearly.

Responsibility of Members

No Member of the Society shall be personally responsible for the commitments made by the Society. The assets of the Society  will be solely held liable.
The Society may contract, if wished, a liability insurance.

Article 6: Subscription and Cancellation

Conditions for election

Membership of the Society shall be open to all veterinarians regardless of nationality. Membership is granted by the Governing Board.
Candidates for election to the Society shall make their application as from time to time specified by the Governing Board to the Secretary of the Society who will submit them to the Governing Board. Each application should be supported by two actual Members of the Society and will be considered by the Governing Board, which in all cases should have absolute discretion in deciding whether the candidate shall be admitted to Membership.
On election, Student Members shall so be informed, and his/her name shall be entered on the register. Ordinary and Honorary Members shall similarly be informed and supplied with the Constitution and the Bylaws when elected. These regulations will be made available to all Members of the Society by the Secretary upon acceptance of membership.

Resignation

Any Member may withdraw from the Society by giving notice in writing, duly signed, to the Secretary.

Article 7: Fee

Each Ordinary Member shall pay an annual subscription.
The subscription shall be payable in advance, and shall become due each year by March 31st. Non-payment at this time will result in one reminder by the Treasurer with payment due by June 30th of the same year. Non-payment by June 30th will result in a raise of the subscription fee by 50%.

Article 8: Resources

Proper records of accounts of all sums of money received and expended by the Society shall be kept.

Article 9: Governing Board

Governing Board Role:

The Governing Board shall have the power to establish, determine the powers and mode of conduct of business of, regulate and dissolve Committees, Scientific Sections, and its Representatives to other bodies.

Vacancies:

In case of vacancies (death, resignation, exclusion) the Governing Board shall be entitled to appoint an Ordinary Member of the Society as a Board Member to fill a vacancy, howsoever caused. The person so appointed shall hold office until the next  Annual General Meeting (AGM) next after his/her  appointment, and shall then retire, but shall be eligible for election as provided by the Bylaws, his/her  period of service being understood to commence upon that election.

Election of the Governing Board

Voting members of the Society shall be eligible for election as Members of the Governing Board.
Available positions on the Governing Board shall be posted 3 (three) months prior to the AGM on the website of the society. Every candidate for membership to the Governing Board shall be proposed in writing by at least two Ordinary Members of the Society. Every nomination, together with the candidates’ consent to stand for election shall be sent to the Secretary of the Society so as to reach him no less than 4 weeks before the AGM.
Every Ordinary Member of the Society present at the meeting shall be entitled to give one vote in favour of each or any number of candidates not exceeding the number of Members to be elected to the Governing Board.
The candidates who receive the highest number of votes shall be deemed elected.

Exclusion:

In the event of any motion being brought forward for the censure or removal of any Board Member of the Society, the vote shall be taken by ballot.

Ad Hoc Committees:

In the case of Committees, a time shall be fixed by the Governing Board within which the business entrusted to the Committees shall be finished and reported to the Governing Board. When a Committee has made its final report to the Governing Board it is automatically discharged, unless the Governing Board shall otherwise determine.

Article 10: Governing Board Meetings

The business of the Society shall be managed in accordance with these Bylaws by the Governing Board, which shall have sole control in all matters relating to the management and organisation of the Society.
The Governing Board may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit.
When a meeting is convened, the notice shall state the character of the business to be discussed.

Role of Members of the Governing Board and Committees:

1. Role and Duties of the President:

Following the term as the President Elect he/she shall automatically become President for a period of two (2) years. He/She has to be confirmed at the AGM. After his/her period as the President he/she will be the Past President for one (1) year until his/her successors’ term is finished but shall not be eligible for further service on the Governing Board until an interval of at least one (1) year has elapsed.
He/She shall be the Chairperson of the Governing Board and the General Meetings, and in his/her absence the Past or President Elect will deputise. He/She shall be a Member, ex officio, of any Committee. He/She shall perform usual duties (e.g.: represent the Society, distribute tasks amongst members of the Governing Board) of such office.

2. Role and Duties of the President Elect:

The President Elect shall be elected every two years for one (1) year at the AGM. The President Elect will be selected to assist the President with a defined task. The President Elect shall succeed to the office of the President should that office be vacated before the end of term. He/She shall be the Chairperson of any meeting and the ex officio member of any Sub-Governing Board in the absence of the President.

3. Role and Duties of the Past President:

The Past President shall be the Immediate Past-President, Chairperson of any meeting and the ex officio member of any Sub-Governing Board in the absence of the President and the President Elect. He/she hold this duty for one (1) year.

4. Role and Duties of the Secretary:

The Secretary shall be elected for three (3) years, subject to annual re-confirmation at the AGM. He/she may serve multiple terms to ensure continuity of his/her duties.
The Secretary shall be responsible for keeping protocol of the General Meetings, of the Governing Board meetings and of any Committee Meetings. He/she shall ensure that the secretariat of the Society is managed according to instructions. He/She shall carry out other tasks, which in common practice fall within his/her duties.
The Secretary shall keep the Minutes of the Governing Board and General Meetings, and shall be in charge of the correspondence of the Society, such as supplying the Bylaws to elected Members of the Society.
The Secretary is also in charge of the Society Register (see article 3).

5. Role and Duties of the Treasurer:

The Treasurer shall be elected for three (3) years, subject to annual re-confirmation at the AGM. He/She may serve multiple terms to ensure the continuity of his/her duties.
The Treasurer shall ensure that the accounts of the Society are kept in order and managed according to directives given by the AGM and/or the Governing Board. He/She shall receive subscriptions, pay all bills and present the Accounts yearly to the Governing Board.
He/She shall be in charge of financial and other transactions related to the functioning of the Society, under the direction of the Governing Board. He/she will present the accounts, duly audited, at the General Meetings.
The Treasurer may pay without special order the current ordinary expenses of the Society. Expenses exceeding 1500 (one thousand five hundreds) Euro may not be disbursed unless previously authorised by two members of the Governing Board, one being the President.

6. Role and Duties of Ordinary Board Members:

Ordinary Governing Board Members shall serve for three (3) years, subject to annual confirmation at the AGM and shall subsequently be eligible for no more than one further re-election. After a period of six (6) years he/she shall not be eligible for re-election as an Ordinary Board Member until an interval of at least one (1) year has elapsed. Without any interval they shall be eligible for election to an office on the Governing Board.

7. Role of ECLAM Member on the Governing Board

The member of the European College of Laboratory Animal Medicine (ECLAM) shall support the perfect harmonisation between the Society and ECLAM. He/She shall be assigned by ECLAM and join all meetings of the Governing Board and any General Meeting. He/She shall have one substitute appointed by ECLAM in case of absence.

8. Role of ESLAV National Representatives Coordinator on the Governing Board

The ESLAV National representatives coordinator shall organise and coordinate the actions of the ESLAV national representatives. He/she shall be invited by the ESLAV Governing Board to join Governing Board Meeting. He/she is responsible for the proper activities of the ESLAV National Representatives by means of the correct application of the ESLAV National Representatives Guidelines.

Quorum:

The quorum for a meeting of the Governing Board shall be three.

Motions and votes during Board meetings:

Unless otherwise provided by these Bylaws questions arising at any meeting shall be decided by a majority vote, and in the case of an equality of votes the Chairman shall have a second or casting vote.
Except where otherwise provided, the votes of Members of the Governing Board shall be taken as the President or Chairman may think fit, but any three members present shall have the right to demand a ballot.

Article 11: Payment – Reimbursement

Board Members are entitled to reimbursement of expenses upon presentation thereof. Their functions are voluntary. No expense shall be incurred by any Committee unless a sum of money has been voted by the Governing Board for the special purpose of that Committee.

Article 12: General Meeting

An Annual General Meeting (AGM) is held once/year following notification issued by the President or the Secretary. Should an AGM not be so held, two ordinary members in good standing of the Society may convene a General Meeting within the ensuing 4 months. General Meetings will be held in various parts of Europe, the venues to be selected by the Governing Board, bearing in mind the wishes of the membership.

Agenda:

The Agenda of the AGM shall be circulated to Members not less than one month before the AGM.

Business:

The business of an AGM shall be:

• to receive and consider the accounts, the balance sheet and the reports of the Secretary and Treasurer, and such other reports as the Board shall determine

• to transact any other business which under these Bylaws ought to be transacted at an Annual General meeting: report of activity of the Society, elections of Governing Board Members, AOQ).

 

Vote and Decisions:

All ordinary Members shall be entitled to vote at the General Meetings except that no Member shall be entitled to vote if his/her subscription is 180 (one hundred and eighty) days or more in arrears.
Decisions on the internal functioning of the Society are taken with a simple majority of the votes of Members present or represented.

Quorum:

10 (ten) members personally present shall be a quorum for a General Meeting, and no business shall be transacted by any General Meeting unless the quorum requisite is present at the commencement of the business.
The President shall be entitled to take the Chair at every General Meeting or if there be no Chairman, or if at any Meeting he/she shall not be present within fifteen minutes after the time appointed for holding such meeting, the President Elect shall take the Chair. If the President Elect is not present it shall be the Past President who shall take the chair. If none of the above-mentioned are present the Members personally present shall choose another member of the Governing Board to take the Chair.
If within half an hour from the time appointed for the Meeting a quorum is not present, the meeting, if convened upon the requisition of ordinary Members shall be dissolved, but if not so convened, it shall stand adjourned to another day. If at such an adjourned meeting a quorum is not present and five ordinary Members who are personally present shall be a quorum and may transact the business for which the meeting was called.

Power to adjourn General Meeting:

The Chairman of a General Meeting may, with the consent of the meeting, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any Adjourned Meeting other than the business left unfinished at the Meeting from which the adjournment took place.

Article 13: Extraordinary General Meeting           

see Constitution

Article 14: Bylaws (“Réglement intérieur” in French)

The Bylaws shall be constructed so as not to conflict with the Constitution. The making, alteration or repeal of a Bylaw shall be carried out in the following manner:

• Any member of the Governing Board desiring to propose a new Bylaw must give notice of motion to the President or Secretary at least one month previous to the Annual General Meeting at which it is to be brought forward, and the terms of the motion shall be placed upon the Agenda for that Meeting and circulated to all Members of the Society.

• If the motion with or without amendment, is passed by that meeting, the enactment or alteration shall become part of the Bylaws or if repealed, shall be removed from the Bylaws.
  
  
• Every enactment, alteration or repeal of Bylaws shall be entered, together with the date, by the Secretary in a copy of the printed Bylaws kept for that purpose, and shall be initialled be the President and this copy shall be the authoritative copy until the next reprinting of the Bylaws.

 

Article 15: Dissolution               

see Constitution

 

Done at Nantes (FRANCE), on June 13th, 2004

Claudio BERNARDI ESLAV President              

Caroline JOHNER ESLAV Secretary