Statutes

Article 1 / Article 2 / Article 3 / Article 4 / Article 5 / Article 6 / Article 7 / Article 8 / Article 9 / Article 10 / Article 11 / Article 12 / Article 13 / Article 14 / Article 15 / Article 16 / Article 17 / Article 18 / Article 19

Name and registered office Article 1

1 The name of the Association is: EUROPEAN HEMATOLOGY ASSOCIATION.
2 The Association’s registered office is in Rotterdam, the Netherlands.
3 The Association is a scientific association.

Article 2

1 The objects of the Association are:
- to promote scientific research in hematology, to promote medical science in the field of hematology and the status of the discipline of hematology;
- to promote the exchange and dissemination of knowledge and information in the field of hematology;
- to promote education and instruction in hematology.
2 The Association strives to achieve these objects inter alia by developing and coordinating experimental and clinical research in Europe within the many aspects of hematology. The Association will organize a scientific meeting at least once a year. It will also consider publishing a scientific journal.
3 The Association is a non-profit organization.

Duration

Article 3

1 The Association is formed for an indefinite period. It may be dissolved at any time, this however with due observance of the provisions on this matter laid down in Article 18.
2 The financial year of the Association coincides with the calendar year.

Membership

Article 4

1 The members of the Association are:
a Ordinary members;
b Corresponding members;
c Honorary members.
2 Ordinary members: Membership for ordinary members is open to every scientific researcher or physician who resides in one of the countries of Europe, including Israel, and who demonstrates an active interest for the discipline of hematology. Persons who are interested in a membership must submit an application form to the secretariat of the Association. Applicants will be informed of their admission in writing when the board of directors, hereinafter referred to as: the "EHA Board", has resolved thereto.
3 Corresponding members: The EHA Board may admit as a corresponding member any person who would be eligible for ordinary membership but who does not reside in a country in Europe or in Israel. Ordinary members who move to a country outside Europe, automatically become corresponding members. Corresponding members have the same rights as ordinary members, except for the right to vote.
4 Honorary members: Persons can be appointed as honorary members on the recommendation of the entire EHA Board, or of a single member of the said board, in recognition of their exceptional contributions to the discipline of hematology. Honorary members pay neither a membership fee, nor a registration fee for the annual conference. They have no voting rights.
5 Membership is personal and cannot be transferred or acquired through succession.

Article 5

1 Membership ends:
a with the member’s death;
b by notice from the member;
c by notice from the Association;
d by expulsion from membership.
2 Notice of termination by the member can only be given towards the end of a financial year. Notice is given in writing to the secretariat of
the Association subject to a notice period of four (4) weeks.
Membership ends immediately:
a. in cases where the member cannot reasonably be expected to continue his membership;
b. within one month of a member learning or being informed of a resolution whereby the rights of the members have been restricted or their
obligations expanded, except where it concerns an alteration of their financial rights and obligations;
c within one month of a member being informed of a resolution to convert the Association into a different legal form or to enter into a merger.
3 Notice of termination by the Association can be given by the EHA Board if a member no longer fulfils the requirements laid down for membership, as well as in cases where the Association cannot reasonably be expected to have the membership continue and when a member, despite written requests by the EHA Board, has failed to pay his membership fee for more than one year.
4 Expulsion from membership can only be ordered if a member infringes upon the Articles of Association, regulations or resolutions of the Association or if the member inflicts unreasonable damage on the Association. Expulsion is entrusted to the EHA Board, who will notify the member of the resolution as soon as possible, stating the reasons therefor. The member concerned is entitled to appeal to the general meeting, hereinafter referred to as: the "Business Meeting", within one month after receipt of the notification. Ratification of the expulsion from membership requires a majority of three fourths of the votes cast. During the period of appeal and pending the appeal, the member is suspended. A suspended member has no voting rights.
5 In the event that the membership ends in the course of a financial year, the member shall still owe the annual membership fee in full, unless
the EHA Board resolves otherwise.

Membership fees/Registration fees

Article 6

1 Except for an honorary member, each member owes an annual membership fee. The amount of the membership fee is set by the EHA Board and requires the approval of the Business Meeting. The EHA Board can set a different membership fee for the category of ordinary members aged under thirty-six (36).
2 Members who have paid their membership fee for the current calendar year receive a discount on the registration fee for their participation
in the scientific meeting.

EHA Board

Article 7

1 The EHA Board consists of eight (8) persons and must be a balanced reflection of the professional world in the discipline of hematology. On
the proposal of the EHA Board the Business Meeting can determine a [lower/higher] number of directors. The directors are appointed from its members. At most half of the directors minus one (1) may be appointed by the Nomination Committee. The other directors are appointed by the Business Meeting.
2 The directors are appointed by the Business Meeting following a binding nomination by the Nomination Committee. The Business Meeting can however lift the binding force of such a nomination by means of a resolution passed by at least two thirds of the votes cast.
3 If a vacancy has to be filled, the Nomination Committee informs the members thereof no later than two (2) months before the completion of the term of office of a director in order to enable the members to submit a recommendation stating reasons to the Nomination Committee. Such a recommendation can only be made jointly by at least fifteen (15) members entitled to vote. Such a recommendation must have been submitted to the Nomination Committee no later than six (6) weeks before the termination of the term of office of a director.
4 At least thirty (30) days before the completion of the term of office of a director, the Nomination Committee shall send all members a
binding nomination containing information on the candidates that it has nominated for the vacancy. The binding nomination shall always list a minimum of two (2) persons for each vacancy. In making its binding nomination, the Nomination Committee can at its discretion either take into account or ignore the recommendations made by the members.
5 Election is by means of a vote by ballot of the members. Each member is entitled to cast as many votes as the number of vacancies. In case and as soon as the Dutch Civil Code permits ballots only count as validly cast votes if they have been received by the secretary fully completed and no later than seven (7) days prior to the Business Meeting.
6. If the Business Meeting resolves to lift the binding force of the nomination(s) made pursuant to the preceding paragraph, the Nomination Committee shall immediately submit a new nomination in the manner prescribed in Paragraphs 3 and 4 of this article.
7 The Business Meeting shall have the authority to suspend and dismiss directors at any time, stating the reasons therefor. The Business
Meeting adopts a resolution to suspend or dismiss a director by a majority of two thirds of the votes cast.
8 The suspension terminates if the Business Meeting has not, within three months after the suspension came into effect, resolved to dismiss the said director(s). The suspended director is given the opportunity to account for his conduct at the Business Meeting.
9 Directors are appointed for a maximum period of four (4) years. The appointment of members of the EHA Board to fulfil the function of
president or president elect, or of secretary or treasurer, as provided in article 9 paragraph 2 interrupts the term of four (4) years as an ordinary member. In this context, a year shall be taken to mean the period between two successive annual Business Meetings. The directors retire by rotation in accordance with a schedule drawn up by the EHA Board. A director who retires according to the schedule of rotation is, once only, immediately eligible for reappointment.
10 In the event that the number of directors has fallen below the designated number, the remaining directors or, if applicable, the sole remaining director shall constitute a competent board. The EHA Board is however obligated to convene a Business Meeting to fill the vacancy or vacancies.
11 With respect to such meetings and the resolutions of the EHA Board, the provisions of Articles 11 to 14 inclusive apply as far as possible.

Nomination Committee Article 8

1 The Association has an Nomination Committee consisting of five (5) members. The members of the Nomination Committee appoint their own
successors. Members of the Nomination Committee are appointed for a maximum period of two (2) years. Members of the Nomination Committee retire in rotation according to a schedule drawn up by the Nomination Committee. Members of the Nomination Committee can be reappointed once.
2 The Nomination Committee draws up regulations containing the grounds on and the manner in which the Nomination Committee decides on a binding nomination. The said regulations shall also include profiles of the directors. Adoption or amendment of the regulation is by the Nomination Committee and the EHA Board jointly.

Executive Board

Article 9

1 The EHA Board is in charge of managing the Association.
2 The EHA Board appoints from its members a chairman, with the title of “president”, a president elect, a secretary and a treasurer, who jointly constitute the Executive Board. The secretary shall be responsible for the secretariat and the membership records of the Association. He shall ensure that minutes are taken of all meetings of the EHA Board and that all persons concerned are invited. The treasurer shall be responsible for the accounts and all financial matters of the Association. He shall arrange for the annual report and the annual accounts to be prepared and present them to the EHA Board.
3 The EHA Board draws up regulations containing the composition of the Executive Board, the term of office of the members of the Executive Board.

Representation

Article 10

1 The association is represented by the EHA Board.
2 The power of representation also vests in two directors acting jointly, provided that at least one director is a member of the Executive Board.
3 The EHA Board can delegate specific tasks with which it is charged to a duly authorized director, elected by the EHA Board from its members, while specifying his powers and a possible remuneration.
4 The EHA Board is authorized, subject to prior approval by the Business Meeting, to enter into agreements for the acquisition, disposal and
encumbering of registered property, as well as to enter into agreements whereby the Association undertakes to act as security or as joint and several debtor for a debt owed by a third party, warrants performance by a third party or binds itself to provide security for a third party.

Business Meetings

Article 11

1 The Business Meeting is the sovereign authority of the Association. Its capacities include the following:
- Amendment of the Articles of Association;
- Appointment, suspension and dismissal of directors;
- Adoption of the annual accounts;
- Dissolution of the Association;
- Ratification of a resolution of the EHA Board to expel members from membership.
2 The Business Meetings shall be held at a place in Europe to be determined by the EHA Board.

Article 12

1 All members, except members who have been suspended, have access to the Business Meeting, as well as those persons who have been invited to attend by the EHA Board and/or the Business Meeting. A suspended member has access to the meeting at which the resolution for his suspension is being considered and is entitled to oppose the said suspension.
2 With the exception of suspended members and ordinary members each have the right to cast one vote at the Business Meeting. Each member who is entitled to vote can grant another person holding the right to vote a proxy to cast his vote. In case and as soon as the Dutch Civil Code permits voting by means of a electronic voting system can take place prior to the Business Meeting, but not sooner than seven days prior to this meeting. These votes are then considered to be equal to votes cast at the Business Meeting.
3 A resolution passed unanimously by all members entitled to vote, even if taken outside a meeting, shall – provided it was passed with the
foreknowledge of the EHA Board– have the same force as a resolution passed by the Business Meeting. Such a resolution may also be taken in writing.
4 The president decides on the manner in which ballots are held in the Business Meeting.
5 The Business Meeting passes its resolutions by absolute majority of votes, unless the law or these Articles of Association demand a higher
majority. In the event of a tie vote on matters, the resolution shall be rejected. In the event of a tie vote on the election of persons, the decision shall
be by lot. In the event that at an election between more than two candidates, none of the candidates receives an absolute majority of votes, another vote shall be taken – if necessary after an interim vote – between the two candidates who have received the largest number of votes in their favour.

Article 13

1 The Business Meeting is chaired by the president, or in his absence, by the past president. In the absence of both the president and the past president the president elect shall act as chairman. In the absence of the president elect one of the other directors designated by the EHA Board shall act as chairman. If no chairman can be appointed in this manner either, the meeting appoints its own chairman.
2 The opinion pronounced by the chairman at the meeting in respect of the outcome of any vote shall be decisive. The same applies to the
contents of any resolution passed, insofar as the vote taken related to a proposal not recorded in writing. However, if immediately after the aforesaid
opinion pronounced by the president the correctness of the said opinion is contested, another vote shall be taken if so desired by the majority at the
meeting or – if the original vote was not taken on a poll or by ballot – by any person present who is entitled to vote. Such a new vote shall override the legal consequences of the original vote.
3 Minutes will be kept of the proceedings of the Business Meeting by a person designated by the chairman of the meeting.

Article 14

1 The financial year of the Association coincides with the calendar year.
Each year at least one Business Meeting shall be held, within six (6) months after the end of the financial year; except where this term has been
extended by the Business Meeting. The Business Meeting shall be held simultaneously with and in the same place as the scientific meeting referred to in
Article 2, paragraph 2. At the Business Meeting, the EHA Board shall present its annual report on the general affairs of the Association and on its
management. The board submits the balance sheet and the profit and loss account as well as the notes thereto to the Business Meeting for their approval.
These documents are signed by all members of the EHA Board; should the signature of one or more of them be missing, the reason for this shall be stated.
After expiry of the term, each member can legally demand of the directors that they jointly comply with these obligations.
2 An auditor’s report concerning the truth and fairness of the documents referred to in the preceding paragraph, prepared by an accountant as
referred to in Section 2:393, paragraph 1 of the Civil Code, must be submitted to the Business Meeting.

Article 15

1 Business Meetings are convened as often as the Executive Board considers it desirable, or is obliged to do so by law, at times and places to
be decided on by the EHA Board subject to the provisions of Article 14, paragraph 1.
2 At the written request of at least one tenth of the members entitled to vote, the EHA Board is obliged to convene a Business Meeting, to be
held within four weeks after the said request being submitted. If the request is not acceded to within fourteen days, the applicants can convene the Business
Meeting themselves in the manner stipulated in Paragraph 3. The applicants can in that case appoint persons other than directors to preside over the meeting
and to keep the minutes.
3 The Business Meeting is convened by means of a written notice of the meeting served to all persons entitled to vote no later than fourteen
(14) days before the day on which the meeting is to be held. In the said notice, the items put on the agenda for the said meeting must be stated.
Committees

Article 16

1 The EHA Board can set up committees, such as a scientific committee, an education committee, a grants and awards committee and an Nomination
Committee.
2 Except for the Nomination Committee the EHA Board decides on the composition, the powers and the work methods of the committees set up.
Amendment of the Articles of Association

Article 17

1 Amendment of the Articles of Association can only take place pursuant to a resolution of the Business Meeting, which has been convened with a
notification that a proposal for amendment of the Articles of Association has been put on the agenda for the said meeting.
2 Those persons who convened the Business Meeting at which an amendment of the Articles of Association has been put on the agenda, must no
later than at least five days before the day on which the meeting is held, make a copy of the said proposal in which the proposed amendments are recorded
verbatim, available at a suitable place for inspection by the members, until after the close of the day on which the meeting was held.
3. The Business Meeting can only adopt a resolution to effect an amendment of the Articles of Association by a majority of at least two-thirds of votes cast.
4 An amendment of the Articles of Association only comes into effect after a civil-law notary has executed it as a deed. Each of the directors is authorized to have the deed of amendment of the Articles of Association executed.
5 The provisions of Paragraphs 1 and 2 do not apply if all the persons entitled to vote are present or represented at the Business Meeting and
the resolution to amend the Articles of Association are passed by unanimous vote.
6 The directors are obliged to deposit an officially certified copy of the deed of amendment of the Articles of Association and a full and continuous text of the Articles of Association as they read after amendment, at the office of the register kept by the Chamber of Commerce and Industries.
Dissolution and liquidation

Article 18

1 The provisions of Article 17, paragraphs 1,2,3 and 5 shall apply mutatis mutandis to a resolution taken by the Business Meeting to dissolve
the Association.
2 In adopting the resolution referred to in the preceding paragraph, the Business Meeting also decides on the appropriation of the credit
balance and does so as much as possible in accordance with the objects of the Association.
3 Liquidation is effected by the EHA Board.
4 After dissolution, the Association shall continue in existence for such period of time as the liquidation of its assets and liabilities may
require. During the liquidation procedure, the provisions of these Articles of Association shall, as far as possible, remain in force. In any document issued and notice served by the Association, the words “in liquidation” must be added to its name.
5 The liquidation ends when no assets are left to the knowledge of the liquidator.
6 After the liquidation has been completed the books and records of the dissolved Association must be kept in custody for a period of ten
years. The custodian is the person designated as such by the liquidators.
Regulations

Article 19

1 Insofar as in these Articles of Association the said powers have not been assigned to other bodies, the Business Meeting can draw up and
amend one or more Regulations containing rules of procedure to be followed in cases not provided for or not fully provided for in these Articles of
Association.
2 The Regulations may contain no provisions that are in conflict with the provisions of law or with these Articles of Association.
3 The provisions of Article 18, paragraphs 1, 2 and 5 shall apply mutatis mutandis to resolutions concerning the drawing up and amendment of Regulations.

Final provision Article 19

The Business Meeting in the Association shall have all the powers not assigned to other bodies pursuant to the provisions of law or these Articles of Association.

FINAL STATEMENT

Notwithstanding the provisions of article 8 of this deed Andrea Biondi, Magnus Björkholm, Bob Löwenberg, Ingrid Pabinger and Alvaro Urbano-Ispizua are appointed by the Business Meeting as the first members of the Nomination Committee, as evidenced by the minutes of the Business Meeting held in Amsterdam on seventeenth June two thousand and six, of which a copy is attached to this deed.

POWER OF ATTORNEY

The power of attorney granted to the person appearing is evidenced by a private instrument of power of attorney, which shall be attached to this deed immediately after its execution.The person appearing is known to me, civil-law notary. The original of this deed was executed in Rotterdam, on the date first mentioned in the preamble of this deed. Having first conveyed the substance of the deed to the person appearing and after I, civil-law notary, had given an explanation thereto, the person appearing declared that he had taken cognisance of the contents of the deed, agreed with the same and did not require the deed to be read out in full. Thereupon, after limited reading, this deed was signed by the person appearing and by me, civil-law notary.