MINUTES of the Annual General Meeting held Friday 28 th April 2017

Transcription

1 MINUTES of the Annual General Meeting held Friday 28 th April 2017 Venue: Start: 17.45h Chair: Minutes: Present: Corinthia Hotel, Prague, Czech Republic Armin Duddek, President Marion Beeler-Kaupke, Executive Director Members: Bausch & Lomb Material Tanja Malkus; Contamac Ltd. Simon Wyatt; Contour fine Tooling BS John Smith-Ruddick; DAC International Ken Payne; ERCON Contactlenzen Erik Smidt; Eyart Lefteris Karageorgiadis; Fabrilens Evolution BvbA Frank van Wijnsberghe; Jenalens Kontaktlinsen Technologie Peter Vermeulen; Lambda-X S.A.- Laurent Malfaire; Larsen Equipment Design Inc. Erik Larsen; Media Welt GmbH Silke Sage; NKL Contactlenzen BV Martijn van der Linden; ODC Medical Ltd. Martina Halsall; Ophtecs Corporation Joe Yoneda; Optimec Ltd. Colin Richards; Optocraft GmbH Dr. Johannes Pfund; Prolens AG Armin Duddek; U.C.O. Lavec B.V Ed Beijer; Valley contact Janice Adams; Visuol Technologie Jean-Yves Hergott; Wilens s.r.o. Pavel Novak Board: Armin Duddek, president; Tanja Malkus; Michele Cornely; Mireille Nauwelaert; Martijn van der Linden; Peter Vermeulen; Marion Beeler - Executive Director The attendance list is attached as Annex 1 to the original minutes and is an integral part thereof. Apologies for Absence: Bach OpticGrosshandelGmbH Frank Skowronek Agenda: 1. Presidents welcome A. Duddek 2. Agenda and election of vote checkers A. Duddek 3. Minutes of 2016 AGM Matters Arising A. Duddek 4. Report from Secretary M. v. d. Linden 5. Report from Treasurer M. Nauwelaert 6. Audit report and approval of the financial statements M. Nauwelaert 7. Discharge of the Board and Executive Director A. Duddek 8. Report from Executive Director M. Beeler 9. Board Resignations/ new Elections A. Duddek Congress M. Beeler 11. Applications A. Duddek 12. Forecast 2018 M. Nauwelaert 13. Future strategy: EFCLIN Quality Forum A. Duddek 14. Any other Business A. Duddek

2 Resolutions: 1. Presidents welcome EFCLIN President Armin Duddek (AD) welcomed the meeting and thanked all those attending. He specially welcomed former ED Wim Aalbers. The President also thanked this year s sponsors and exhibitors for their support. AD also acknowledged the excellent program of lectures that had been assembled. In particular the new IOL program which looked very strong and all were hoping for a positive result. Guests were also welcomed to the AGM but were reminded that they could take no part in any voting activity. Voting will be proceeding only with the blue voting cards. The AGM will vote by open hand sign except elections. Should balloting be requested, one needs to apply for membership. 2. Agenda and election of vote counters The President noted that within the period no application of a member was received, thus under point 11 nothing to be negotiated. The meeting agenda is approved as submitted. As vote counter Armin Duddek is confirmed by the General Assembly. The President declared that is accepted exclusively with the issued blue voting cards. The President notes that for this year's General Assembly the Statutes (Art. 15) have been distributed properly. The invitation was sent out by from 28th March 2017 (Annex 2) to all delegates. Due to the presence of 21 delegates in the hall (voting cards were counted) is the absolute more 11 and the 2/3 majority 14 votes. Supplementary there are 18 non voting persons present. Against these findings, no objections are made. 3. Minutes of 2016 AGM Matters Arising Copies of the draft minutes were sent out to all delegates within the invitation to this AGM and are available to all in the room and had been available on the website for some months. There were no matters arising and adoption of the minutes was therefore proposed by the president. The minutes were duly adopted. 4. Report from Secretary As the Secretary, Martijn van der Linden (MvL) reported on the following statistics: Membership level will remain at 74 if all subscriptions are renewed. As of the date of this meeting 9 members from last year failed to renew for 2017 or cancelled their membership. Nano Vision Group Ltd. Richdome '87 Limited Optics (closed down) Centro Ottico Bernadi Centro Ottico Reppucci Ocutec Limited Opto Contact d.o.o. Six Six Contacts Ltd (close down) TruForm Optics Inc. Alden Optical Laboratories Inc. (bought by B+L) As customary it was agreed that one final approach will be made by the ED following this meeting otherwise the following will be expelled: Members who have not paid membership fee 2017 until today: Aerotech Inc., USA B+L Hastings, UK Laboratoire d Apperaillage Oculaire; FR Menicon SAS, FR (ED remark: payment arrived after AGM) EFCLIN AGM Minutes of / MBK page 2/7

3 (MvL) went on to further highlight that since the last AGM the following companies had been welcomed as new members: Ophtecs Corporation, with Keigo Kambe BOS Belgian Optical Supply, with Nicky Soubry Acuity Polymers Inc., with Jonathan Jacobson IOL Expert GmbH & Co. KG, with Claus Engelbrecht Some of their delegates were present and were welcomed with a warm applause. (MvL) announced that this year the congress had attracted a total of 302 advanced registrations as of the date of this meeting. (MvL) further reported that since the last AGM three Board meetings had taken place. He also announced that two board member will step down from the Board as their second term of office ends with this AGM and due to the bylaws they cannot be re-elected again (Mireille Nauwelaert and Martijn van der Linden). Board member Peter Vermeulen returned to the board on August 1 st 2016 as it was pointed out at the 2016 AGM. as of today there will be two (2) vacancies on the board to be filled. Two candidates stand for new election according to agenda point 9 later in this AGM. EFCLIN continues to be a member of Euromcontact and of ECLF and attend their meetings. 5. Report from Treasurer Treasurer, Mireille Nauwelaert (MN) presented the various financial statements to the meeting. The first of these was the 2016 Final Audited Accounts comprising of the 2016 P&L and the Balance Sheet as of 31/12/2016. Copies of these documents had been sent out with the invitation and were available at the meeting and had also been published in the Members Area of the EFCLIN website. P&L showed an income of and expenses of A loss is shown in 2016 of , which should be balanced with the capital. The Balance Sheet showed a positive balance of at year end to be carried forward to the start of MN explained: P&L 2016 is out of line with the forecasted amount for 2016, which had shown a profit of The board picked up at the last AGM that the forecasts were very optimistic. Upon the takeover by the new ED it was noticed that some initial costs were not budgeted for and therefore the 43 rd congress in Valencia was unexpectedly more expensive than the budget. (MN) Confirmed that the Accounts had been fully independently audited and drew members attention to the statement and endorsement from the auditors included in the accounts. Erik Smidt asked why there was no transportation costs booked in 2016 even though they were in the budget. These costs were directly charged from the freight forwarder to the exhibitors. So the risk does not lie with EFCLIN. It was further proposed that the accounts be accepted. (ED) reminded those at the meeting that following what had been agreed at the 2014 AGM, Membership Fees could not be increased until 1st January In accordance with the rules the delegates vote in open voting with a simple majority. Of 21 votes cast the 2016 P&L and the Balance Sheet as at 31/12/2016 was amended with 21 Yes & 0 No vote. 6. Audit report and approval of the financial statements (MN) explained that the audit had taken place in February 2017 from Acorus Treuhand AG, Meggen, Switzerland. In the auditors opinion the financial statements agree to the underlying records of EFCLIN and fairly reflect the state of EFCLIN's affairs at 31st December The auditors report from 27 th March 2017 was sent to all delegates. EFCLIN AGM Minutes of / MBK page 3/7

4 7. Discharge of the Board and Executive Director The president asked the audience to release the accounting year 2016 to the Board and the Executive Director. In accordance with the rules the delegates vote in open voting with a simple majority. The AGM released the accounting for year 2016 to the Board and the Executive Director with 18 Yes & 0 No votes, 3 abstentions from the Board. 8. Report from Executive Director Marion Beeler (ED) presented details regarding the activities of the Secretariat (ED) reminded the meeting that from 1 st January 2016 the organization maintained only an Euro bank account and all accounting was prepared in Euro. During the year the website had received an update (new version) of the CMS (Word Press) and it is now compatible with mobile devices such as IPads and mobile phones as per the AGM s request last year. Due to members receiving scam s the detailed members list was moved to the members area. On the public area only a listing is shown now. Communication with members has been maintained via use of the EFCLIN Newsflash Newsletters. EFCLIN continues to represent its members at the regular Euromcontact Meetings and retains the help of specialists (John Parker and Martina Halsall) to attend the specific Regulatory Affairs Working Group Meetings. Four regular meetings, some conference calls and a lot of paperwork forms part of the work. Euromcontact Board met twice in Once the ED herself and once Peter Vermeulen represented EFCLIN. EFCLIN also attends the unique cross organizational ECLF meetings (covering Euromcontact, Ophthalmology, Optometry, and Manufacturing & Education). An ECLF Board Meeting had taken place in Valencia, Spain in April 2016 after the EFCLIN congress and another in October 2016 in Mainz, Germany on the effect of customer loyalty on Contact Lens Businesses. (AD) and (ED) attended. Members were encouraged to support future events or to use the documents available on their websites. Congress organization is always on the agenda of the ED and takes most of her time. Her work involves planning of the congress after the immediate next; therefore there is no break in between. The ED decided to go forward with MCI congress management, the team supports very cooperatively and professionally. Congress organization for 2018 has started already and will be reported later in this meeting. (ED) thanked the Board for their cooperation and for their willing to continue working with her for the next years. 9. Board Resignations/Elections Resignations (AD) informed the meeting that two board members will step down from the Board as their office terms end and due to the bylaws they are not re-electable again. (AD) gave his sincere thanks to Mireille Nauwelaert (MN) and Martijn van der Linden (MvL) as both served for two (2) three year periods. Before becoming a Board member (MN) served for six years as an auditor for EFCLIN. (AD) thanked both cordially and presented them with a little gift, which should remind them of their EFCLIN work. They received a warm applause from the AGM. Elections As new Board members, the president presented Martina Halsall from ODC Medical and Dr. Johannes Pfund from Optocraft GmbH. Their CVs were distributed to all delegates with the invitation to this AGM. Both candidates are present and are willing to address any questions from the audience. EFCLIN AGM Minutes of / MBK page 4/7

5 As there are two candidates for two open seats in the Board the president asks the delegates to confirm the candidatures. In accordance with the rules of the organization however it was necessary to conduct a simple ballot of members present. It is necessary to achieve a simple majority of Yes votes over No votes to be elected to the board. A ballot of those members present was then conducted and the results counted, checked and verified as follows:- Of 19 votes cast, Martina Halsall (MH) received 19 Yes & 0 No votes and is therefore unanimously elected for the EFCLIN Board. Of 19 votes cast, Dr. Johannes Pfund (JP) received 17 Yes & 1 No & 1 abstention from voting and is therefore elected for EFCLIN Board by the overall majority. Both signed with double signatures together with the president. This being the case the (ED) congratulated (MH) and (JP). They can both now serve a 3 year term on the board and are re-electable again for another period thereafter Congress (AD) thanked all sponsors and exhibitors again for their big efforts and true commitment to EFCLIN. Special thanks were given to Andy Chryssolor from Contour for organizing the golf tournament again and the president invited the members to join the golf in (ED) confirmed that the 2018 Annual Congress and Exhibition will take place at the Valamar Lacroma hotel, Dubrovnik in Croatia end of April or beginning May Due to a date clash with the SFO in Paris which could conflict with our IOL program, the ED needs to do some enquiries. The exact date will be communicated as soon as possible. Also, on the 10th May 2018 the DOC in Germany starts. Some members/ exhibitors prefer the end of April date. The EFCLIN organizers always try to avoid conflict with the ASCRS, SFO and other important IOL congresses and exhibitions. The audience was shown some indicative images of the primary sections of the hotel as well as some general images of Dubrovnik. The announcement was warmly welcomed by the meeting. 11. Applications There were no applications submitted. 12. Forecast 2018 (MN) presented the 2018 Forecast to the meeting and recommended its acceptance. Copies of the forecast were also available at the meeting. Membership fees will be decreased, as numbers of members has decreased. There was some discussion about the forecast among the audience but its adoption was proposed. In accordance with the rules the delegates vote in open voting with a simple majority. Of 21 votes cast the Forecast 2018 was amended / rejected with 21 Yes & 0 No vote. 13. Future strategy: EFCLIN Quality Forum (AD) pointed out that our membership fee to Euromcontact is a year. There is one delegate, John Parker, who attends RAFG meetings for EFCLIN and ACLM. All EFCLIN gets back is the minutes of the meeting. John wants to retire from his duties and (MH) and Nicky Soubry are willing to take over. Two delegates from Euromcontact affairs are always present in each meeting. (MH) will be the link between the EFCLIN Board and RAFG. If EFCLIN wants to profit from Euromcontact s work, EFCLIN needs to be active there. With two delegates in RAFG the cost for Euromcontact will be slightly higher which will be shown in the forecast. The Board members suggestion is to found a voluntary group/ forum made up from current mem- EFCLIN AGM Minutes of / MBK page 5/7

6 bers who are focused on quality. Then when EFCLIN receives information from Euromcontact, this group can discuss it and the EFCLIN delegate can reply to Euromcontact on behalf of EFCLIN with a more valuable input. It could be a good forum to ask each other questions especially with the new ISO & MDR. This could be coordinated via s, Skype calls and meetings if necessary, but not paid by EFCLIN. There were no objections made to this suggestion. (MH) will work on this. Lefteris Karageorgiadis stressed it is important to stay with Euromcontact and to work on RAF questions. He wants to get more data/ information from Euromcontact as he is a member of EF- CLIN and of Euromcontact as well. Euromcontact seemed to be unaware of who the EFCLIN members were. (ED) will take care of this. 14. Any other Business Members asked why the visitors list in the congress folder no longer showed addresses. (ED) explained this is due to new privacy regulations in the European Union. Communication from B2C and B2B are only allowed with prior authorisation from the individual. In Switzerland only B2C communication is regulated this way, so (ED) will send all exhibitors a list as requested. (AD) gave a brief update on the Fluorescein matter: Euromcontact and ECOO had long negotiations with the European Commission and had prepared a new position paper. New paper says, Fluo-Strips are only used for contact lens fitting and nothing else. No word about diagnosis, as Fluorescein would be declared as a drug (medicine) not as a medical device which would mean all optometrists on the Continent would no longer be allowed to use the strips. Currently only optometrists from the UK have permission to use diagnostic drugs, no one else. ECPs need Fluo-Strips for contact lens fitting for patients safety. Euromcontact and ECOO will now lobby the EU Commission together to find the right solution. Ken Payne mentioned that there should be a technically minded person at the Board for exhibition technical issues. The board should be more aware about technical equipment issues. Ken mentioned that years ago there used to be a written technical data sheet for movement of heavy machinery and practicalities. Ken said he would try to find a copy, alternatively someone could ask Steve Wheeler if he had a copy. (ED) will ask Steve Wheeler. (JP) is willing to take the technical role for the Board. (AD) asked the AGM how they felt about the new manufacturers forum format: Ken Payne liked the format which encourages people to work together. Questions need to be more attractive. He hopes next time there will be more input to the moderator. Randomized groups work well together. Erik Smidt explained his idea: the forum is for manufactures so they should give input. He had asked for one problem they have solved (answer and question) and one problem they don t have (open question). Next year he would like to ask again for answers and questions. The forum can only succeed, if the manufacturers actively participate themselves. Erik Larsen mentioned that he did a lot for the forum over the last years. The forum needs contributions from the manufacturers. (MC) Reiterated to the audience that the slot is there, let s make the best use of it. There being no further business the meeting was formally closed at 18.55h The President expressed his appreciation to all attending members and guests with a reminder to the next Annual General-Meeting on Friday, 27 th April 2018 in Dubrovnik. Prague/ Adligenswil, d The president of EFCLIN: The Executive Director of EFCLIN: Armin Duddek Marion Beeler-Kaupke EFCLIN AGM Minutes of / MBK page 6/7

7 Annexes (Components of the Original Minutes) 1. Presence list 2. Invitation of the AGM Auditors Report per Forecast 2018 EFCLIN AGM Minutes of / MBK page 7/7