Statutes of the Association INTERCHRON – International Forum of Chronobiology
§ 1: Name, Location, and Range of Activities:
(1) The Association is named “INTERCHRON” – International Forum of Chronobiology.
(2) It is located in Vienna and does business worldwide.
(3) The intention is to establish additional branches of the association.
§ 2: Purpose:
(1) The association is nonprofit and functions as a communications hub and forum for businesses, research institutes, associations, universities, scientific journals, as well as other establishments and institutions that deal with chronobiology.\\
(2) The activities of the association include the following:
1. Building and increasing communication between all institutions that handle the topic of chronobiology
2. Informing the public of the practical uses for the newest findings and research in the realm of chronobiology
3. Creating awareness for the economic interests of members and intervening (legally if necessary) in cases of unfair competition
4. Supporting the organization and circularization of national and international training events, conferences, and symposiums that deal with chronobiology
5. Organizing an annual meeting for all establishments and institutions involved in chronobiology
6. Establishing an “International Day of Chronobiology”
7. Promoting and standardizing education in chronobiological medicine in order to establish worldwide equality on the subject
8. Supporting research in the area of chronobiological medicine by compiling, standardizing, and processing research findings in order to develop acceptable treatment methods
9. Supporting and facilitating research that leads to the development of chronobiological medications and nutritional supplements, and compiling information gained from these research projects
10. Instituting and facilitating an Interchron exam followed by the awarding of an Interchron diploma to enable doctors to obtain an equal standard of education in the area of chronobiology, and to bestow a title that has worldwide recognition and demonstrates the completion of specialized training in the area of chronobiological medicine
§ 2a: Description of Officers:
(1) Officer designations may be expressed for whichever gender holds
the position in question.
(2) Internationally the officers will be termed “Honorary President,”
“President,” “Vice President,” “Treasurer,” and “Secretary General.”
Members will hold the title “Member of the Board.”
§ 3: Means of Reaching Association Goals:
(1) The purpose of the association will be enacted through conceptual and material means described in § 3 (2) and (3) of these statutes.
(2) Supporting seminars, learning events, and conferences, overseeing the Interchron exams and the associated awarding of Interchron diplomas, as well as the exchange of data between member associations and Interchron and between members of Interchron and other doctors associations, will serve as conceptual means.
(3) Collecting revenue from national and international events that are conducted under the umbrella of Interchron, as well as from financial support through extraordinary members, possible levies of membership dues, and from donations, will serve as material means.
§ 4: Types of Membership:
(1) Members of the Association fall into ordinary, corresponding, extraordinary, and honorary categories.
(2) Ordinary Members are those who are fully involved in association work. Corresponding members are those active in research, teaching, and publication, who have been invited to become members by the board in response to a suggestion from within, a suggestion from a member, or at the person’s request. Extraordinary Members are those who serve the association mainly through monetary means. Honorary Members are elected for serving the association in extraordinary ways.
§ 5: Acquisition of Membership:
(1) Ordinary Members are those working in the natural and legal fields of Chronobiology, particularly doctors, sleep laboratories, science faculty of universities, national and international Chronobiological associations, and so forth.
(2) Corresponding Members of the association which are doctors or other researchers from the field of Chronobiology or related subjects can belong to the association if they are active at a university or higher education institution or a research institute in the industry, and if after invitation into the association and consideration from the board it has been deemed advantageous for the association and for the fulfillment of the association goals described in these statutes. At the same time, corresponding members of the association are exempt from the payment of any foreseen membership dues.
(3) Extraordinary Members include publishers, pharmaceutical research and development associations, producers of Chronobiological products, and so forth.
(4) In recognition of special services a person can be named as Honorary Member or as Honorary President of the association.
(5) The board decides the admission of ordinary, corresponding, and extraordinary members. The board is held to the admissions principles laid out in § 11 (8) of these statutes. Admission can be denied when no reasons for admission are stated.
(6) The founders will be responsible for the admission of ordinary and extraordinary members as a temporary board, until the formation of the association. These memberships will become active when the association forms. If a board is not elected until after the formation of the association, then the founders will act as board until an election takes place. The founders of the association decide admission of ordinary and extraordinary members by qualified majority, and the elected board decides in accordance with the admissions principles laid out in § 11 (8) of these statutes.
(7) Honorary Members and Honorary Presidents are appointed through motion of the board in a general assembly.
§ 6 Membership Termination:
(1) Membership is terminated due to death, loss of a legal entity, voluntary resignation, and through expulsion.
(2) Resignation can only be tendered by the 31st of December of each year. The board must be given 6 months written notice before this date. If the notice is given late, then the termination will be valid for the following resignation deadline. The resignation date will be recognized as the date the resignation was mailed.
(3) Expulsion of a member by the board can be enacted due to violation of membership obligations or dishonorable conduct. An appeal can be made in accordance with the guidelines laid out for an arbitration court in § 18 of these statutes.
(4) Derecognition of Honorary Members or Honorary Presidents can be decided in a general assembly by request of the board in accordance with the reasons laid out in § 6 (3) of these statutes.
§ 7 Rights and Responsibilities of Members:
(1) Members have the right to attend all functions of the association. Only ordinary and corresponding members have the right to vote both actively and passively in the general assembly. This right is enacted by delegates to the general assembly (see § 9 (4) of these statutes).
(2) Every member has the right to hold the association to the principles laid out in these statutes.
(3) One tenth of the members is required to request a general assembly from the board.
(4) In each general assembly the members are to be informed by the board of the activities and financial situation of the association. If at least one tenth of the members request this with reason, then the board is required to furnish the desired information within four weeks of the petition.
(5) The members are to be informed of the audited accounts by the board. If this is done during a general assembly, then the auditors must be present.
(6) Members are required to work in the best interest of the association and to abstain from actions through which the reputation or purpose of the association would suffer. Members are required to follow the statutes and decisions of the association.
§ 8: Bodies of the Association:
(1) Bodies of the Association are:
a. The General Assembly (§§ 9 and 10 of these statutes)
b. The Board (§§ 11 and 12 of these statutes)
c. The Presidium (§§ 13 through 15 of these statutes)
d. The Auditors (§ 16 of these statutes)
e. The Court of Arbitration (§ 18 of these statutes)
§ 9 The General Assembly:
(1) The general assembly is the assembly of the members according to the Association statutes of 2002. An ordinary general assembly takes place every 2 years. It takes place in the form of a delegatory assembly in accordance with § 5 (2), sentence 2 of the Association statutes of 2002.
(2) An extraordinary general assembly can take place through the following ways:
a. Decision by the presidium or the general assembly
b. Written request of at least one tenth of the members
c. Demand by one or all of the auditors (§ 21 (5) first sentence of these statutes)
d. Resolution of one or all the auditors (§ 21 (5) second sentence of the 2002 statutes, §§ 11 (2) third sentence, 13 (2) third sentence of these statutes)
e. Resolution of a court appointed curator (§§11 (2) last sentence, 13 (2) last sentence of these statutes)
(3) Both ordinary and extraordinary assemblies are to be warned at least four weeks prior to the date either through written means, fax, or e-mail (through the association’s list of member fax numbers and e-mail addresses). The general assembly is to be listed and held according to the order of events. Either the presidium ((§ 9 (1) and (2) a – c of these statutes), the auditor (§ 9 (2) of these statutes), or the court ordered curator (§ 9 (2) of these statutes) are to call the assembly to order.
(4) The delegates of the general assembly are to be chosen from the individual assemblies, with one delegate per 100 ordinary and corresponding members of INTERCHRON. Always round up when calculating the number.
(5) Requests directed toward the generally assembly must be made at least one week prior to the date of assembly in writing, by fax, or by e-mail.
(6) Valid resolutions – excepting those to call an extraordinary assembly – can only be made according to the order of the day.
(7) All members, including delegates of ordinary and corresponding members, have a right to participate in the general assembly. Voting rights are only held by ordinary and corresponding members through their delegates, and by members of the presidium.
(8) Ordinary and corresponding members enact their voting right through the delegates that they have chosen to send. Each delegate holds one vote. A delegate may transfer his vote to another delegate of the same national association by means of a written consent form. Transferring a vote to a delegate of a different association is not permitted.
(9) The general assembly is to take place regardless of the number of delegates that attend the meeting.
(10) The elections and resolutions of the general assembly are reached by simple majority in the cast valid votes. However, resolutions that change the statutes of the association, disband the association, or recall the entire board or presidium, require a two thirds majority of the cast valid votes.
(11) The chair of the general assembly is held by the president, and in cases when the president cannot be present, the vice president. If the vice president is also not present, then the member holding the oldest membership in years holds the chair.
§ 10: Tasks of the General Assembly:
The tasks of the general assembly are as follows:
1. Passing resolutions on the submitted motions
2. Electing the auditor (§ 5 (5) of the 2002 Association Statutes)
3. Reading and approving the auditor’s report and statement of accounts as examined by the auditors
4. Accepting the auditor’s report in cases of irregularity (§ 21 of the 2002 Association Statutes)
5. Election and recall of members of the board, members of the presidium, and of the auditor
6. Approval of the transactions between the auditors and the association
7. Accepting reports from the presidium about the association’s activities and its financial management (§ 20 (1) and (3) of the 2002 Association Statutes)
8. Discharging the board and the presidium
9. Deciding any statute changes and the voluntary dissolving of the association
10. Deciding when to levy membership dues and the possible amount thereof
11. Discussing and deciding other questions present on the agenda
12. Awarding and recognizing honorary memberships and honorary presidents
§ 11: The Board:
(1) The members of the board are the following:
a. The Honorary President (in case one is elected)
b. The President
c. The Vice President
d. The General Secretary
e. The Treasurer
f. The presidents of the national and branch associations
(2) When an elected member of the board withdraws, then the board has the right to co-opt another electable member, in which case the following general assembly will need to approve the decision. If the board fails in general by not providing a supplementation for itself through co-optation, then the presidium is obligated to immediately call an extraordinary assembly for the purpose of electing a new board. If the presidium also fails, then the auditors are obligated to immediately call an extraordinary assembly for the purpose of electing a new board. If the auditors also fail, then every member which recognizes the emergency situation has the obligation to immediately call for a curator from the sanctioned court, who is then obligated to immediately call for an extraordinary general assembly.
(3) The board’s term is four years. Every function of the board must be exercised in person.
(4) The board is called into session by writing by the president, or by the vice president if the president is hindered. If the vice president is also unavailable for an unknown period of time, then any other member of the board can call it into session.
(5) The board must be called into session at least once every year.
(6) The board can enact resolutions as long as all members were invited and at least half are present.
(7) The board decides its resolutions through simple majority of the cast valid votes. In case of a tie, the vote is swayed in favor of the chairman.
(8) Resolutions that deal with the acceptance of new association members are decided by a two thirds majority of the cast valid votes.
(9) Decisions regarding the acceptance of association members can also be made by the board as a resolution. In this case the general secretary is obligated by the order of the president to initiate a circular resolution containing the entire proposed resolution and send it to all association members, and set an appropriate deadline within which the association members can reasonably return their ballots. Transmission of ballots to association members and the return of the completed ballots by association members can be stipulated through technological means in any possible technological form, as well as through printed mail, fax, or email.
(10) The president holds the chair or the vice president if the president is hindered. If the vice president is also prevented from attending, then the chair falls to the member who holds the longest membership in years, or to the one elected by a majority of the other members. If a majority cannot be found, then the board should be recalled within four weeks in order to discuss the same agenda.
(11) A board member loses his membership through death, ending of a term, dismissal (§ 11 (3) of these statutes), or withdrawal (§ 11 (12) of these statutes).
(12) The general assembly can at any time dismiss the entire board or individual members. The dismissal goes into effect with the appointment of a new board or board member.
(13) Board members can resign at any time through written means. The resignation is to be declared to the board, and in the case of resignation of the entire board, it is to be declared in the general assembly. The resignation takes effect with the election or co-opting (§ 11 (2) of these statutes) of the successor.
(14) If the president of a national or branch association holds a board position, then the national association is allowed to send a different representative to the board.
§ 12: Responsibilities of the Board:
The board holds the following obligations:
1. Selecting the auditors if an appointment is necessary prior to the next member meeting (§ 5 (5) of the 2002 Association Statutes)
2. Determining the number of workers employed by the association (§ 5 (4) of the 2002 Association Statutes)
3. Furnishing an income and expense statement and statement of accounts at the end of each fiscal year (§ 21 (1) of the 2002 Association Statutes)
4. Preparing an annual budget estimate, the annual report, and the statement of accounts
5. Receiving the auditors’ report (§ 21 (4) of the 2002 Association Statutes)
6. Eliminating administrative shortcoming found by the auditors and putting practices in place to guard against the dangers found (§ 21 (4) of the 2002 Association Statutes)
7. Managing member information in regards to income and expenses (§ 21 (4) of the 2002 Association Statutes)
8. Releasing the auditors’ information regarding income and expenses, if the information is given in the general assembly (§ 21 (4) of the 2002 Association Statutes)
9. Establishing the year end in accordance with § 22 (1) of the 2002 Association Statutes
10. Establishing an extended year end in accordance with § 22 (2) of the 2002 Association Statutes
11. Providing for the final exam through the hiring of an examiner in accordance with § 22 (2) of the 2002 Association Statutes
12. Declaring the voluntary dissolution of the association and if need be the execution of liquidation and passing on the information from the hired liquidator to the governing authority (§ 28 (2) of the 2002 Association Statutes)
13. Disclosing any monetary balance in the case of official dissolution of the association (§ 29 (3) of the 2002 Association Statutes)
14. Accepting and suspending of ordinary and extraordinary members
§ 13: The Presidium:
(1) Members of the presidium are as follows:
a. The Honorary President (in case one is elected)
b. The President
c. The Vice President
d. The General Secretary
e. The Treasurer
(2) The presidium is elected by the general assembly.
(3) When an elected member of the presidium withdraws, then it has the right to co-opt another electable member, in which case the following general assembly will need to approve the decision. If the presidium fails in general by not providing a supplementation for itself through co-optation, then the auditors are obligated to immediately call an extraordinary assembly for the purpose of electing a new presidium. If the auditors also fail, then every member which recognizes the emergency situation has the obligation to immediately call for a curator from the sanctioned court, who is then obligated to immediately call for an extraordinary general assembly.
(4) The presidium’s term is four years. Every function of the presidium must be exercised in person.
(5) The presidium may enact resolutions when all members were invited and at least half of them are present.
(6) The presidium decides its resolutions through simple majority of the cast valid votes. In case of a tie, the vote is swayed in favor of the chairman.
(7) The president holds the chair or the vice president if the president is hindered. If the vice president is also prevented from attending, then the chair falls to the member who holds the longest membership in years, or to the one elected by a majority of the other members. If a majority cannot be found, then the board should be recalled within two weeks in order to discuss the same agenda.
(8) A presidium member loses his membership through death, ending of a term (§ 13 (3) of these statutes), dismissal (§ 13 (8) of these statutes), or withdrawal (§ 13 (9) of these statutes).
(9) The general assembly can at any time dismiss the entire presidium or individual members. The dismissal goes into effect with the appointment of a new presidium or presidium member.
(10) Presidium members can resign at any time through written means. The resignation is to be declared to the presidium, and in the case of resignation of the entire presidium, it is to be declared in the general assembly. The resignation takes effect with the election or co-opting (§ 13 (2) of these statutes) of the successor.
(11) The presidium meets summoning by the president, which must be done three weeks prior to the date.
(12) The presidium may also adopt resolutions by means of a circular in writing. In these cases the secretary general is required to present the bill to the members by fax or e-mail within a reasonable voting period. When all the votes are received, the president tallies the votes and informs the members by fax or e-mail.
§ 14: Responsibilities of the Presidium:
The board holds the following obligations:
1. Running the association and representing it to the public (§ 5 (1) of the 2002 Association Statutes) in accordance with its legal and statutory responsibilities as well as the resolutions of the bodies of the association (§ 24 (1) of the 2002 Association Statutes)
2. Preparing and calling a general assembly in the cases laid out in § 9 (1) and (2) a – c of these statutes
3. Announcing the establishment of the association as well as its functions and date of issue, as long as bodily representatives are already elected prior to its establishment (§ 11 of the 2002 Association Statutes)
4. Announcing changes in the statutes, bodily representatives, and change in the mailing address of the association (§ 14 of the 2002 Association Statutes)
5. Gathering information about the activities and financial state of the association in accordance with § 20 of the 2002 Association Statutes
6. Making the financial state of the association easily available in a timely fashion (§ 21 (1) of the 2002 Association Statutes)
7. Establishing an accounting system that meets the requirements of the association (§ 21 (1) of the 2002 Association Statutes)
8. Keeping running records of the income and expenses of the association (§ 21 (1) of the 2002 Association Statutes)
9. Making materials available for audit and furnishing the information to the auditors (§ 21 (2) of the 2002 Association Statutes)
10. Informing the auditors of the results of the audit by means of the public source of subsidies in accordance with § 22 (3) of the 2002 Association Statutes
11. Admitting new European associations, especially in cases when there are multiple competing chronobiology associations in the same European state that wish to become members of the association, or have their members become association members (§ 2 (2))
12. Establishing and using advisory committees, particularly for scientific consultation
13. Taking care of matters that do not fall to another body of the association according to these statutes
§ 15: Special obligations of individual members of the presidium:
(1) The president runs business operations for the association. The secretary general supports the president in this matter.
(2) The president represents the association to the public. Written agreements of the association require the signature of the president and the secretary general in order to be valid, and in monetary matters (disposition of assets) the signature of the president and the treasurer. Transactions between members of the presidium and the association require the consent of another presidium member.
(3) Authorizing legal transactions, and signing for the association with the public, can only be done by members of the presidium as named in § 15 (2) of these statutes.
(4) In case of imminent danger, the president is authorized to make arrangements on his own, even in cases that would normally fall under the auspices of the general assembly or the board. For the internal relationship of the association these decisions, must, however, be approved after the fact by the responsible body.
(5) The president holds the chair in the board and in the presidium.
(6) The secretary general leads the protocols of the general assembly, the board, and the presidium.
(7) The treasurer is responsible for the orderly management of the association’s finances.
(8) In case of prevention, surrogates will take the place of the secretary general and the treasurer. These are elected by the general assembly for the same term and have the right to take part in board meetings and presidium meetings to which they are invited. They only have the right to vote when acting as surrogates.
(9) In case the president is prevented, the vice president will take his place.
(10) The president can assign independent errands to the vice president individually or in groups, subject to withdrawal of consent.
§ 16: The Auditors:
(1) Two auditors are elected by the general assembly for the duration of two years. Re-election is possible. The auditors cannot belong to any body which is the subject of audit, with the exception of the general assembly. The auditors can also be legally appointed. Auditors may not be association members.
(2) The auditors are in charge of checking the current business and financial matters of the association with regard to the orderliness of accounting and the use of means acceptable according to the statutes. The board and the presidium are required to furnish the auditors with the appropriate materials and information. The auditors then report their findings to the board.
(3) Legal transactions between the auditors and the association require the permission of the general assembly. The auditors must also follow the regulations laid out in § 11 (10) through (12) and § 13 (7) through (9) of these statutes.
§ 17: The Statutory Auditor:
(1) A statutory auditor is elected by the general assembly for a term of two years if the legal requirements are met. The statutory auditor cannot belong to any body which is the subject of audit, with the exception of the general assembly. The statutory auditor can also be legally appointed. Statutory auditors may not be association members.
(2) The statutory auditor can be joined by economic auditors (economic auditing companies), book auditors (book auditing companies), as well as controllers in the sense of cooperative auditing law.
(3) The statutory auditor is obligated to examine the annual financial statement as well as the financial management of the association in view of the orderliness of the accounting and whether the methods used followed the statutes. The board and the presidium are required to furnish the statutory auditor with the appropriate materials and information. The statutory auditor then reports his findings to the board.
(4) Legal transactions between the statutory auditor and the association require the permission of the general assembly. The statutory auditor must also follow the regulations laid out in § 11 (10) through (12) and § 13 (7) through (9) of these statutes.
§ 18: The Court of Arbitration:
(1) For the arbitration of all disputes that arise in the association, which includes legal disputes and association disputes, a court of arbitration is called into order. It is not an “arbitration body” in the sense of the Association Statutes of 2002 and also not a court of arbitration in the sense of §§ 577 ff ZPO.
(2) The members are required to call a court of arbitration to decide disputes as listed in § 18 (1) of these statutes. Assembling an orderly court is only allowed as under the requirements laid out in § 18 (3).
(3) If a matter that is being handled by the court of arbitration has not been cleared up, then the members are allowed to take the matter to a legal court, as long as the dispute is a legal dispute and has not been settled within six months of calling the court of arbitration.
(4) The court of arbitration is made up of three delegates chosen from ordinary and corresponding association members. The president may name a member as referee through written means. Within 7 days of the presidium’s request, the other party in the dispute has 14 days to name an ordinary or corresponding member for the court of arbitration. The presidium announces the two elections within 7 days, at which time the two chosen referees have an additional 14 days to name a third party as ordinary or corresponding member of the arbitration court. In case of a tie a vote will be decided by lot. The members of the court of arbitration are not allowed to belong to any body that is part of the dispute, except for the general assembly.
(5) In case of reason for exclusion according to § 20 JN, or in case of partiality according to § 19 JN, all parties of the dispute have the right to ask the president for a rejection. The president must make a decision in regard to this petition within 14 days. If the president is part of the dispute himself, then the petition is to be addressed to the vice president, who then also has 14 days in which to make a decision.
(6) If a party of the dispute fails to name a referee within the allotted time, or if the referee named is rejected by the other party, then the president will name a referee from the ordinary or corresponding membership. If the president is part of the dispute, then the vice president is to make the decision.
(7) If the chairman is rejected with reason by one of the dispute parties, then the president is to name a chairman from the ordinary or corresponding membership. If the president is part of the dispute, then the vice president is to make the decision.
(8) The procedure is to be documented.
(9) If granted by both dispute parties, the court of arbitration delivers its decision through written means in the presence of all its members through simple majority. The court decides according to its best knowledge and conscience.
(10) Association disputes which are not legal reach a final decision in the arbitration court. In case of a legal dispute, the arbitration court advises further action. If the dispute parties are not in agreement with the court’s advice, then they are free to pursue legal action.
(11) For the durations of the arbitration legal claims are to be laid aside.
(12) Actions of the arbitration are to be held until the arbitration has been completed. If one party pursues legal action, then the arbitration court must notify the legal court of its actions.
§ 19: Voluntary Dissolution of the Association:
(1) The voluntary dissolution of the association can only be decided in the general assembly by a two thirds majority of the cast votes.
(2) This general assembly also makes decisions regarding liquidation if the association holds any assets. Specifically, the assembly is to appoint a liquidator and to make a resolution as far as who is to receive the funds of the association. These funds are to be transferred, if possible and allowed, to organizations with similar purposes as this association, otherwise for social welfare. Member donations can be refunded to those individual members, but not in excess of what was donated.
§ 20: References:
In case of change in federal regulations, references in these statutes will refer to the current version of the pertaining federal regulations, and in case of lifting of the federal regulations, references will refer to the contents of the regulations that have taken the place of the previous regulations.