Executive Board (EB)
This Board is composed of the President, Vice President and General Secretary plus two other members, for the time being. The EB decides the way ESLD should be managed. Members of the EB have a three year mandate, per function, and can be re-elected only once. Only Ordinary ESLD Members can be in the EB.
International Board (IB)
This board is composed of the EB plus the two last ESLD Presidents as well as Representatives of ESLD Sister Societies (see repartition below).
- Sister societies which have less than 100 members have no delegate;
- Sister societies with 101 to 300 members have 1 delegate;
- Sister societies with > 300 members have 2 delegates.
Members of the IB are not elected but chosen by actually existing members of the ESLD Board. Their mandate is for four years and they can be re-elected only once.
ESLD new executive board
The society is based in 34, Rue Fortuny 75017 Paris (France).
Organs of the Society
The organs of the Society shall be:
- the Board of Directors,
- the General Meeting
Board of Directors
- The Society’s Board of Directors shall be composed of:
- the current President,
- the Vice-President,
- the General Secretary,
- the Treasurer.
Only ordinary members may be appointed members of the Board of Directors.
- The Board of Directors shall be in charge of managing the Society. It shall be
responsible for all business not assigned to another organ under these By-Laws.
- The Society shall be represented in court and out of court in all matters related to the Society by a member of the Board of Directors.
- The Board of Directors shall be elected by the General Meeting. Re-election for the same executive office shall be possible one time. The term of office shall be three years.
- The office of a member of the Board of Directors shall be deemed terminated with the retirement of such member from the Society. If a member retires before the end of term of his or her office, the functions associated with such office shall be exercised temporarily by another member of the Board of Directors, however no longer than for the remainder of the term of office of the retired member.
- Each member of the Board of Directors may hold a maximum of one additional
executive office, however no longer than until the end of term of the retired member of the Board of Directors.
- The Board of Directors shall make its decisions as a rule in meetings by ordinary
resolution. Unless any member of the Board of Directors objects resolutions may also be passed by written circular procedure (e.g. by e-mail, etc.) or by way of a conference call. All resolutions passed by the Board of Directors shall be recorded in minutes. The minutes shall be drawn up by a member of the Board of Directors or a representative from the secretarial office.
- A General Meeting shall be called:
a. if required by the interest of the Society;
b. at least once every year,;
c. within six months of the date of retirement of a member of the Board of Directors;
d. if a convocation is requested by at least one third of all members stating the purpose and reasons thereof. The meeting shall be chaired by the President of the Society, in case of the latter’s incapability by his or her deputy or a chairperson of the meeting.
- The Board of Directors shall submit to the General Meeting an annual report and the annual accounts; the General Meeting shall pass a resolution as to the release of the Board of Directors.
- The General Meeting of members shall be called by the Board of Directors by written convocation (email accepted) with a four weeks’ notice. The convocation shall be accompanied by an agenda. The notice period shall commence as of the date of mailing the convocation to the last known address of the member. Each member may submit a written request for adding additional items to the agenda to the Board of Directors until no later than six weeks prior to the date of the General Meeting of members. The chairperson of the meeting shall then complement the agenda accordingly at the beginning of the meeting. Any requests for additions to the agenda submitted as late as during the General Meeting of members shall be
decided by the General Meeting of members.
- The General Meeting shall have the following irrevocable functions:
a. to approve the annual accounts;
b. to release the Board of Directors;
c. to elect the Board of Directors;
d. to elect the Advisory Council;
e. to make any amendments to these by-laws;
f. to determine the membership fees;
g. to pass resolutions on motions submitted by the Board of Directors and members;
h. to deal with appeals of declined applicants;
i. to dissolve the Society.
- Each General Meeting called in due form shall be deemed to constitute a quorum.
- For passing resolutions on amendments to these By-Laws, the attendance of at least two members of the Board of Directors and two Ordinary Members of the Society shall be required. If the General Meeting of members has no quorum a further General Meeting of members with the same agenda shall be called within 28 days of the date of the first meeting. This further meeting shall be held no earlier than two months prior and no later than six months after the date of the first meeting. The new meeting shall be deemed to constitute a quorum regardless of the number of members in attendance. The convocation of that meeting shall contain a reference to the ease of requirements as to quorum.
- The vote shall be by show of hands. Upon the request of at least three attending ordinary members, the vote shall be by written and secret ballot. Resolutions shall be passed with a majority of all votes cast. Any abstentions of the attending ordinary members shall be deemed to be votes not cast. In the event of a tie of votes the motion concerned shall be deemed to be dismissed. Resolutions on amendments to these By-Laws must be made with a majority of the attending votes. The resolution to dissolve the Society must be made with the consent of at
least three quarters of all attending votes.
- All resolutions passed in the meeting shall be recorded in minutes. The minutes shall be signed by the chairperson of the meeting and the recording secretary. If more than one chairperson has been acting the last chairperson of the meeting shall sign the entire minutes. Each member shall be entitled to review the minutes.
- Electronic recording as a means to draw up the minutes shall be expressly permitted.