THE INTERNATIONAL ASSOCIATION FOR PANIC DISORDER AND AGORAPHOBIA
Name, registered office, purpose and term
1.1. The name of the Association shall be INTERNATIONAL ASSOCIATION FOR PANIC DISORDER AND AGORAPHOBIA, or in abbreviation "I.A.P.DA.", hereinafter referred to as "the Association".
1.2. The Association is an international non-profit organization, governed by the present statutes and, secondarily, by Articles 46-57 of the Belgian Civil Code, as well by the Law of the 27th June 1921, on non-profit associations, international non-profit associations and foundations. It is neutral politically, and non-denominational.
Article 2 - Registered office
2.1.The Association has its registered office in Belgium, at street Chaussée de Mons 7, 1070 Bruxelles. The registered office may be transferred to any other location in Belgium in compliance with the applicable legislation, by a decision taken by simple majority of the Board of Directors, published in the name of The Moniteur Belge newspaper.
2.2. The Association may also open other administrative and operational offices, both in Belgium and abroad, by a decision taken by a simple majority of the Board of Directors.
Article 3 – Purpose
3.1.The mission of the Association is to increase the understanding and to improve the therapy for panic disorder.
3.2. To achieve this purpose the Association is to:
3.3. The Association will seek to achieve its aims for example by:
3.4. The Association has the right to exercise alone or in collaboration with third parties, directly or indirectly, all activities related, directly or indirectly, to its purpose.
4.1. The Association is formed for an unlimited term.
Article 5 – Structure
5.1. The organs of the Association are:
Members of the Association
6.1. The Association is an association formed by the natural persons and legal entities, validly represented, signing the present Articles of Association.
6.2. Membership categories are Scientific Member, Novice Member, Professional Member, Institutional Member, General Member and Honorary Member.
6.3. Scientific Members are individuals who are licensed specialists in the psychological science and its related fields. Therefore, psychologists, psychiatrists, psychotherapists, counsellors who are either academics or practitioners can apply for scientific membership with the association.
6.4. Novice Members are individuals who meet the criteria of article 6.3 but do not yet hold a full legal license in their respective fields. Therefore, students and professionals who are in the process of finishing their training or obtaining their license can become novice members of the association.
6.5. Professional Members are individuals who are licensed professionals of other theoretical or positive sciences and who are interested in the purposes of the association. Therefore, teachers, educators, social workers, nurses, chemists, medical doctors, pharmacists etc. can become professional members of the association.
6.6. Institutional Members are legal persons concerned with panic disorder for example hospitals, clinics, psychological centers, medical companies, philanthropic societies, charities etc.
6.7. General Members are individuals of the wider public who are interested in panic disorder and desire to take part in the efforts of the association.
6.8. Honorary Members are natural or legal persons who have substantially contributed either in research or therapy for panic disorder.
6.9. Scientific Members are the only members who are entitled to vote in the general elections or be elected as officers of the association. All other members can attend the General Assembly, raise questions, participate in the committees of the association but are not entitled to vote or be voted.
Article 7 - Application for Membership
7.1. Any natural or legal person having a recognized university diploma on psychology or in psychiatry and expressing a particular interest in panic disorder and agoraphobia may become a scientific member of the association, under the condition of accepting the base procedure described in the present article.
7.2. Any natural or legal person expressing a particular interest in panic disorder may become an observer of the association, under the condition of accepting the base procedure described in the present article.
7.3. Any category of membership must be applied for, through the Association's web-site, by e-mail or letter.
7.4. Applicants must commit to abide by the Statutes of the Association and the Internal Rules.
7.5. Applicants must provide, upon request and under clearly defined conditions of confidentiality, sufficient information to verify the membership class. All members commit to notify the Association immediately when the conditions for their membership cease to apply.
7.6. A duly constituted Membership Committee examines the application of new Members. In the event of rejection, the applicant may request revision of the application by the Board, the decision of which is final and requires no justification.
8.1. The membership of any Member of the Association shall terminate:
8.2. Members may resign from the Association by notifying the Board in writing. The resignation will take effect on receipt of the notification by the Association.
8.3. A Member deemed to cause damage to the interests of the Association may be suspended or expelled by the Board. The Member will be notified of the suspension or the expulsion. The Member concerned shall in any case have the right to present its defense beforehand. In case of expulsion, it shall also have a right of appeal before the General Assembly. A suspended Member shall not be entitled to vote, to attend meetings of the Association, or otherwise to participate in the activities of the Association during the suspension period.
8.4.No Member who has resigned or has been expelled, nor its beneficiaries or creditors will have any right to the assets of the Association, nor to any reimbursement of the membership fees or donations; such member will remain liable for all dues for the current financial year. If such Member or its beneficiaries has any debt towards the Association, such debt shall immediately become due and payable.
Article 9 - Rights and obligations of members
9.1. All members of the Association are bound by the Statutes to pay their annual quota. The members who do not comply with these basic obligations may be suspended or excluded, according to the dispositions of article 8.
9.2. The scientific members may participate to all activities, manifestations and organs of the association, including General Assemblies, may vote for the designation of their directive organs and be elected within the framework of such instances and most of all to the Board of Directors.
9.3. The observers may also participate to all activities, manifestations and organs of the association, including General Assemblies, where they have the right to speak, without being able to vote within the Board of Directors.
9.4. All members have the right to participate actively to the works of the Association, to the conferences, seminars, working groups, publications and others and to take advantage of any eventual privilege that the association provides to its’ members.
10.1. The members shall pay to the association their membership fees which are fixed by the General Assembly. Such fees may vary according to the member category. The Board determines the conditions and modes of payment.
10.2. Membership is not effective before the reception of the membership fees.
10.3. In case of dismissal or exclusion of a member, the membership fees are not returned.
10.4. The Directors Board may decide the amount of the annual quota for each member category. If not modified by the present statutes, the annual quota shall not exceed 100 EUROS for natural persons and 300 EUROS for legal persons.
Article 11 - Composition and Powers
11.1. The General Assembly shall consist of all the Members of the Association. Only scientific Members are entitled to vote. All scientific members have one vote.
11.2. The General Assembly shall have all the powers conferred upon it by these Articles, namely:
11.3. Each Member shall have the right, by means of a letter sent by regular mail or any other medium of written communication, to be represented at the General Assembly by a proxy-holder, who must be a Member of the same class. A proxy-holder shall never represent more than two other Members.
11.4. The General Assembly is considered as legally constituted if the majority of their members who have paid their annual quota + 1 member are present or represented.
11.5.Decisions are taken by a simple majority of the present or represented members
11.6. Observers are not taken into consideration for the calculation of the quorum and do not have the right to vote to the General Assemblies.
Article 12 - Ordinary and Extraordinary Meetings of the General Assembly
12.1. The General Assembly meets, at least once a year, in March upon an invitation of the Board of Directors, specifying the place, date and agenda. Such invitation is sent by the President of the Board, or his/her deputy to each member individually, at least 15 calendar days in advance by any means of written communication (courier, e-mail):
12.2.An extraordinary General Assembly shall be convoked by the chairman of the Board of directors or by two directors whenever required by the interests of the Association or upon request of at least one fifth of the Scientific Members. Save in an emergency, notice of meetings shall be served at least 15 calendar days in advance.
12.3. The General Assembly shall be presided over by the Chairman of the Board of Directors or, in the absence of the Chairman, by the Vice-Chairman, failing which by a director designated by his/her colleagues.
12.4. The minutes of the General assembly shall be signed by the person presiding the Assembly and kept in a separate file at the Association's registered office by the Executive Director, at the disposal of the Members.
Board, Committees, Executive Director, External Auditor
13.1. The Board has a minimum of 3 and a maximum of 11 directors. A majority of directors are elected among the scientific members of the Association who have paid their annual quota. Such directors are elected for a renewable period of three years and are deemed to resign when the conditions for their membership no longer apply.
13.2. In case of a vacancy, the Board has the power to provide for an interim director pending a decision by the next General Assembly.
13.3. The General Assembly may decide to remove a director. Such decision requires a two-thirds majority of the votes of the Scientific Members present or represented.
13.4. The Board elects one President, two vice-Presidents. The President or one of the vice-presidents may simultaneously act as treasurers. The Council may decide to assign all or part of the ordinary management of the association to one or more delegate directors, each of which acts solely. They assure the ordinary management of the association, as well as its’ administration, they assist and represent the President of the association to their work for the association, on demand of the latter and within the limits provided by the Board of Directors.
13.5. The President or the Vice-President in lack of the former, convenes meetings of the Board. Except in case of an emergency, notice of meetings shall be sent at least 15 calendar days in advance.
13.6. Board meetings may be held both physically and by online telecommunication. If a board meeting is held by online telecommunications, directors shall have received timely information enabling them to express a fully considered opinion on the items on the agenda. Items voted on during an online telecommunications meeting shall be recalled and confirmed at the next following physical meeting. Nevertheless, absence of such confirmation shall not invalidate the decisions taken.
13.7. The maximum term of the office for Directors shall be 3 years. Directors may be re-elected.
13.8. The minutes of the Board shall be signed by the Chairman and kept in a separate file at the Association's registered office by the Executive Director, at the disposal of the Members.
13.9. The treasurer is responsible for maintaining of the accounting and may sign in the name and on behalf of the association any accounting, fiscal or social document. The treasurer may bind any fees necessary for the ordinary function of the association. For any binding or payment of more than 1000 EUROS, a decision of the Board of Directors or the signature of the president or by a delegation of the vice-president is needed.
Article 14 - Powers of the Board
14.1. The Board of Directors shall have all powers necessary to pursue the objectives of the Association, and to effect and complete all management actions, with the exception of the powers reserved by law or by these Articles to the General Assembly.
Article 15 - Representation of the Association
15.1. Except where the Board has delegated daily management, the acts binding the Association with regard to third parties are validly signed only by the Chairman, the Vice-Chairman or by holder of special powers of attorney. Legal proceedings, either as plaintiff or defendant, are conducted by the Board of Directors represented by the Chairman or by any person the Board has designated to that effect.
16.1. The Board will appoint a Membership Committee and may appoint such other committees that it deems useful for the proper governance of the Association, such as a Management Committee.
16.2. The Board determines the terms of reference and powers of the committees it appoints. Committees report to the Board on their activities.
Article 17 - Budget and Accounts
17.1. On 31 December of every year and for the first time on 31 December 2014, the books and accounts of the Association shall be closed and the Board of Directors shall establish the accounts of the Association for submission to the annual General Assembly, together with the budget for the year during which the assembly is held.
17.2. The Board of Directors submits also to the annual General Assembly an annual budget to be approved.
17.3. The Association shall be funded by
Article 18 - Ordinary Decisions
18.1. Except for any provisions to the contrary mentioned in the Articles of Association, resolutions approved by the General Assembly shall be validly adopted if they obtain the affirmative vote of the majority of the Scientific Members present and represented. Except in the cases foreseen in articles 19 and 20 of these Articles of Association, the General Assembly may validly deliberate and vote, whatever the number of Members present or represented. Each Scientific Member has one vote. Another member may represent a Member unable to attend the meeting. A Member may not, however, represent more than 2 other Members. In case of a tie, the chairperson of the assembly has the casting vote. Abstentions are not counted. No decision may be taken on an item which does not appear on the agenda accompanying the notice of a meeting, save for an item included by a unanimous resolution of the Scientific Members present and represented.
18.2. The Board may only validly decide and adjudicate if at least half of its members are presented or represented. Decisions of the Board are taken by a simple majority of the Directors' votes cast. Each Director has one vote. Another Director may represent a Director who is unable to attend the meeting. A Director may not, however, represent more than two other Directors. In case of a tie, the chairperson of the meeting has the casting vote. Abstentions are not counted.
18.3. Decisions of the General Assembly and/or the Board are binding on all the Members of the Association.
Article 19- Amendments to the Articles of Association
19.1. The General Assembly shall validly deliberate on amendments to the Articles of Association only if the object of such amendments is mentioned explicitly in the call to meeting and if one half of the Scientific Members as a group are present or represented at the assembly. Any amendment shall require a two-thirds majority of the Scientific Members present or represented when counted as a group. Abstentions are not counted.
19.2. If less than one half of the Scientific Members are present or represented at the first assembly, the Board of Directors shall have the right to call a second assembly within three weeks of the date of the first assembly, which shall validly deliberate whatever the number of Scientific Members present or represented.
19.3. Amendments to article 3 (Purpose) of these Articles shall be effective only after approval by the “Belgian legislative body”. Any other amendment to the Articles of the Association shall be effective after approval by the Ministry of Justice or its delegate and in compliance with the publicity requirements of the Belgian Law of “date”, as amended.
20.1. The Association may be dissolved by a decision of the General Assembly where more than three-quarters of the Scientific Members present vote in favour, and inasmuch as half of the Scientific Members are present or represented at the assembly as a group.
20.2. If at a first assembly less than half of the Scientific Members are present or represented as a group, then the Board may convene a second assembly within three weeks of the first which shall validly deliberate whatever the number of Scientific Members present or represented.
20.3. If the Association is dissolved, the assembly shall appoint a liquidator and determine its powers.
20.4. The General Assembly decides on the distribution of the net assets, if any, to academic institutions for undertaking research on panic disorder.
The General Assembly, on the recommendation of the Board, may adopt one or more Internal Rules compatible with the provisions of these Articles of Association so as to ensure smooth running and administration of the Association. They are binding on all Members, provided that at least two-thirds of the votes cast are in favour. Abstentions are not counted.
Article 22 - Application of legal provisions
Any matters which are not covered by the present Articles of Association will be governed by the provisions of articles 46-57 of the Belgian Law of 27 JUNE 1921 on non-profit associations, international non-profit associations and foundations, as amended.