§ 1.1. The name of this organisation is European Federation for Experimental Morphology abbreviated EFEM

§ 1.2. Seat of EFEM
     The legal seat of EFEM is Fribourg, Switzerland. The seat of EFEM for routine business is in the office of the Secretary General of EFEM.

§ 1.3. Venue is Fribourg, Switzerland.
  

§ 2.1. EFEM is an international, non-governmental scientific organisation.

§ 2.2. The purpose of EFEM shall be the advancement of science and education related to experimental morphology. This purpose is to be realized especially by:

• § 2.2.1 promoting and fostering the exchange and diffusion of concepts and information relating to morphological sciences between morphologists and the national/regional societies of morphology of the European region,
• § 2.2.2 facilitating the dissemination of information about the activities of its Constituent Societies,
• § 2.2.3 encouraging the holding of joint meetings of two or more Constituent Societies,
• § 2.2.4 facilitating the exchange of invitations between Constituent societies to national/regional meetings, congresses and other scientific meetings to promote attendencies of individual scientists at meetings within the European region,
• § 2.2.5 fostering the harmonisation of views in relation to the European policies on morphological teaching between its Constituent Societies,§ §2.2.6 advancing knowledge in the scientific disciplines relating to experimental morphology by supporting and providing suitable mechanisms for training programs,
• § 2.2.7 promoting the publication of material relevant to the objectives of EFEM,
• § 2.2.8 advancing the exchange of graduate students and scientists within the European region and on an international scale,
• § 2.2.9 stimulating international scientific research projects in the European region,
• §2.2.10   expressing the position of its Constituent Members in the ethical debates occurring at the level of Supranational Authorities, and pertaining to morphology..
  

§ 2.4. EFEM and its Constituent Societies adhere to the principles of the International Federation of Associations of Anatomists (IFAA) and to the resolution regarding the free circulation of scientists of the International Council of Scientific Unions (ICSU).

§ 2.5. EFEM works altruistically; its aims are entirely non-profit making.  
 

§ 3.1. Membership
 EFEM shall consist of the following classes of membership

• § 3.1.1. Member Societies of two types, i.e.
a. Constituent Societies, i.e. societies with legal seats in the European region which are concerned with the morphological sciences, and
b. Associated Societies, i.e. societies and groups in the European region with interests that include aspects of experimental morphology or deal with related fields of science.
• § 3.1.2. Corporate Members

§ 3.3.  Individual members of the Constituent Societies of EFEM have ipso facto access to the business of EFEM.

§ 3.4. A responsible officer of each Constituent Society will biannually send a list of the individual members to the Secretary General of EFEM.

§ 3.5. New admissions on written application of societies or corporations to membership of EFEM are to be decided by its Council, provided that the society or corporation making the application has lodged full details and documentation of its activities with the Secretary General at least three months before the Council meeting. A challenged applicant for membership has the right to appeal to the Council within one month after notification of the rejection; at the next Council Meeting the final decision is made.

§ 3.6. Corporate Membership may be extended to any corporation, partnership, foundation, society or other organisation that contribute to EFEM annually a sum fixed by the Executive Board. Corporate Members will receive all material distributed by EFEM to its Constituent Societies. Corporate Membership shall be recognized in the publications of EFEM.

§ 3.7. An elected Constituent Society or an elected Corporate Member of EFEM will only be entitled to membership of the Federation on notification by the Treasurer to the Secretary General that the appropriate first (subscription) dues have been received.  
 

§ 4.1. The membership terminates due to the dissolution of a Constituent Society.

§ 4.2. The membership terminates by withdrawal.
Any Constituent Society and Corporate Member is free to withdraw from EFEM at a meeting of the Council, provided notice of such withdrawal has been communicated to the Secretary General at least three months before that meeting.

§ 4.3. The membership terminates by exclusion of the Constituent Society.
The Council may, with the agreement of a majority of at least two-thirds of the members of the Council, expel any Constituent Society or Corporate Member which has failed to fulfil its obligations. The member is to be reminded twice in writing; in the second reminder it has to be pointed out that exclusion is imminent. The excluded member has got the right to appeal to the Council within one month after notification of the exclusion (undeliverable mail is effective as notified if the decision has been sent to the last known address); at the next Council meeting the final decision will be made. Up to this decision the rights of the member remain out of force.
 The excluded member cannot raise any claims against the property of EFEM.  
 

§ 5.1. The Council of EFEM shall be the governing body and the legal trustee of all property of EFEM.

§ 5.2. The duty of the Council is to set the policy and to supervise the affairs of EFEM. The Council shall have all judicial and executive functions.

§ 5.3. Each Constituent Society shall nominate one Delegate to the Council. The term of a Delegate shall be four years, she/he may be renominated for one more term. Each Delegate to the Council has one vote.

§ 5.4. Each Associated Society shall nominate one Observer to the Council.

§ 5.5. The members of the Executive Board of EFEM shall be, ex officio, full members of the Council with the right to vote.

§ 5.6. Among the specific duties of the Council shall be

• § 5.6.1.  to elect Constituent Societies and Corporate Members of EFEM
• § 5.6.2.  to elect the members of the Executive Board of EFEM
• § 5.6.3.  to elect the Nominating Committee
• § 5.6.4.  to ratify the action of the Executive Board
• § 5.6.5.  to vote on changes in the statutes and regulations as recommended by the Executive Board

§ 5.8. There shall be one Regular Meeting of the Council annually. Additional meetings, called Special Meetings, may be held at the recommendation of the majority of the Executive Board or of at least five Constituent Societies.

§ 5.9. Except where explicitly stated otherwise in these Statutes, any matter to be decided by the Council shall be decided by a simple majority vote of those present and voting at a meeting of the Council. An official mail or e-mail ballot shall be circulated only upon approval by the majority of the Executive Board and shall be binding only if two-thirds of the Council Members respond and two-thirds of the respondents register approval of the ballot in question.

§ 5.10. Upon the recommendation of the President at the start of his period of office, the Council may co-opt not more than three former Officers/Delegates to serve in the Council for a period not exceeding two years. Such co-opted members of Council are without voting rights in Council.  
 

§ 6.l. The Officers of the Federation shall be the Past President, the President, the President Elect, the Secretary General, the Treasurer and the two Secretaries. These seven Officers shall constitute the Executive Board.
The Swiss Society of Anatomy, Histology & Embryology will designate a member of its Committee to attend, without voting rights, the meetings of the Executive Board.

§ 6.2. During their term, none of these Officers shall be a Delegate of the Constituent Society of which she/he is a member.

§ 6.3. Four members of the Executive Board shall constitute a quorum.

§ 6.4. The Executive Board shall make decisions by majority vote.

§ 6.5. The Executive Board may act on behalf of the Council in intervals between Regular Meetings of the Council. All actions by the Executive Board must be ratified by the next Regular or Special Meeting of the Council.
 In case of war or other emergencies preventing action by the Council, the Executive Board may take over the function of the Council and shall continue in Office until the emergency is over and until a meeting of the Council can be held.

§ 6.6. Term of Office
 The term of the President shall be two years. The term of the other Officers shall be four years. Only the Secretary General and the Treasurer may be re-elected for one additional term in the same position. The President shall not be re-elected. No-one may be elected President Elect who has not previously served as a member of the Council. The Secretary General of the Federation shall not serve also as its Treasurer during his/her term of office as Secretary General.

§ 6.7. Interim vacancies occurring on the Executive Board and the Nominating Committee may be filled by the President in consultation with the Executive Board. The individual so appointed shall serve for the unexpired term of the individual whose position she/he is filling.

§ 6.8. Secretary General
The Secretary General shall

• § 6.8.1.  keep a record of all classes of membership of EFEM,
• § 6.8.2.  keep a minute book of the transactions of EFEM,
• § 6.8.3.  keep the records of all meetings of the Council, the Executive board and the Nominating Committee,
• § 6.8.4.  distribute the agenda for the meeting of the Council and the Executive Board including the list of candidates of officers, as submitted by the Nomination Committee, at least one month prior to the meeting, and shall distribute the minutes of the meetings not later than three months after the meeting.
• § 6.8.5.  collect and distribute information in accordance with the Objectives of EFEM from and to the Constituent Societies and the Corporate Members.

• § 6.9.1.  receive all dues and other funds,
• § 6.9.2.  pay all obligations and debts,
• § 6.9.3.  render annually a complete financial account and submit a proposed budget to the Council at least one month prior to the Meeting of the Council. Any deviation from this budget of an amount to be determined by the Council shall receive the approval of the Executive Board before the expenditure is made. The account of the Treasurer shall be audited annually by a legally authorized auditor from the country in which the Treasurer resides. The approval of the financial account by the Council will relieve the President, Treasurer and auditor from all subsequent financial responses.

§ 7.1.  The Nominating Committee shall be responsible for providing Council with the names of Officers of the Federation for election and shall consist of three members: the immediate past President (who shall act as Chair of the Nominating Committee) and two other members of Council.

§ 7.2. The members of the Nominating Committee shall be elected by the Council at mid-term of the office of the President. Current members of the Nominating Committee are not eligible for nomination as members of the Executive Board.

§ 7.3. The Nominating Committee shall present a single list of nominees to the Secretary General at least three months in advance of the Council meeting at which new members of the Executive Board will be elected. On this list, the previous President will, by definition, become Past-President and the previous President-Elect will become President. The Nominating Committee, in its deliberations, should take into account the geographical distribution of EFEM and its various disciplines.

§ 7.4. The Nominating Committee reaches its decisions by majority vote. It is expected that the chairperson of the Nominating Committee convenes a meeting of this committee in conjunction with the Council meeting at the end of the first year of the President’s 2-year term of office.  
 

§ 8.1 The Constituent Societies shall

• § 8.1.1.  support the Objectives of EFEM within their own societies,
• § 8.1.2.  submit to the Secretary General regularly the same relevant information they distribute among their own members.
• § 8.1.3.  publicize a list of activities of EFEM and of its Constituent Societies as received by the Secretary General

§ 9.l. The funds of EFEM are obtained from:

• § 9.1.1. the dues of its Constituent Societies
• § 9.1.2. the dues of its Corporate Members (§ 3.6)
• § 9.1.3. subventions, donations, levies and legacies accepted by the Executive board on behalf of EFEM.
• § 9.1.4.  revenues from capital investments

§ 9.3. Constituent societies which cannot make currency transfers may be allowed by the Council to deposit their dues in nominated bank accounts which may be located in the region from which the dues originate, such accounts to be under the control of the EFEM.
 These funds shall be available for the support of activities of EFEM in the respective region and to cover travel expenses for members of the Executive Board, nominating Committee and other committees of EFEM from these regions wishing to attend business meetings of EFEM held outside these regions.

§ 9.4. The expenses of Delegates and Observers for attending Council meetings shall normally be reimbursed by their own Constituent Societies.

§ 9.5. Funds collected by EFEM shall be spent exclusively according to the Objectives of EFEM. The members do not receive any bestowment from the funds of EFEM.

§ 9.6. On request, EFEM shall reimburse the expenses factually incurred of members of the Executive Board, Nominating Committee and other committees of EFEM for attendance at their meetings and when discharging official duties. No natural person is to be aided or abetted by a disproportionally high remuneration or by reimbursement for expenses extraneous to EFEM.

§ 9.7 A donation shall not be accepted if this could interfere with the independence of EFEM.

§ 9.8. In the event of resignation or cancellation of membership, the Constituent Society or the Corporate Member concerned is liable to pay any dues owed, including those for the current calendar year.

§ 9.9. The Council of EFEM will be responsible, on the recommendation of the Treasurer, for electing the Federation’s auditors/accountants and for ratifying appropriate mandates to conduct business from its bankers.

§ 9.10. The business year corresponds to the calendar year.  
 

EFEM may be dissolved at any time at a meeting of the Council at which two-thirds of the delegates are present and at which there is a two-thirds affirmative majority vote in favour of the proposal. The proposal must be delivered in writing to the Secretary General at least four months before a meeting of the Council. The Secretary General shall in turn notify all Constituent Societies at least three months before the meeting of the Council.
In the event of dissolution of EFEM, or if its purposes cease to apply, its assets shall be ceded to the “Swiss Society for Anatomy, Histology & Embryology". to be exclusively utilized for non-profit purposes in consultation with the other Constituent Societies in accordance with § 2 of the statutes. 
 

The President and the President-Elect are the legal representatives of EFEM, independent from each other. Internally it is determined that the President-Elect is authorized to represent EFEM only when the President is impeded. The President or, if she/he is not available, the President-Elect may authorize the Secretary General or Treasurer to represent the President in dealings of EFEM with other organisations.  
 

The Statutes of EFEM may be modified at any meeting of the Council, by a two-thirds affirmative majority vote, provided at least two thirds of the delegates record votes. Notification of proposed changes must be submitted in writing to the Secretary General at least four months before a meeting of the Council. The Secretary General shall in turn notify all Constituent Societies of such proposals, at least three months before the meeting of the Council. No change shall be made that could extend the objectives of EFEM beyond the main objectives of advancing research and education relating to the science of morphology.  
 

§ 13.1. The liability of each Constituent Society of EFEM is limited to the amount of that Constituent Society’s dues currently in force.

§ 13.2. EFEM may not incur expenditure in excess of the funds at its disposal.
 

Statutes reviewed and provisionally approved by the EFEM Council held in Belgrade (Serbia & Montenegro) on June 7th, 2005

The President of EFEM

Prof. Pierre Sprumont

1. The EFEM may sponsor a lecture given by a scientist with eminent contribution to the Morphological Sciences. This lecture will be given during a Congress organized in Europe by IFAA or by Member Societies of EFEM.
 

2. Within six months after each EFEM Lecture, the Executive Board of EFEM will address the Constituent Societies to seek

2.1. suggestions for potential speakers,
2.2. invitations to meetings where the EFEM Lecture could be given.

3. The Executive Board shall propose to the Council the name of the speaker and the place where the next EFEM Lecture could be given. If several suggestions are received from Constituent Societies, it will base its proposal upon the following criteria:

3.1. renown and/or scientific activities of the suggested persons,
3.2. necessity to keep balance between the regions of Europe,
3.3. financial status of EFEM.

4. The Secretary General shall organize the execution of the decision of the Council in collaboration with the local Organizing Committee. The EFEM Lecture will be clearly posted as such by the organizers of the meeting where it is to be held. It will be delivered during a special session chaired by the President of EFEM.