Constitution ASBL Non profit association European Association for Osseointegration (EAO) Avenue Louise 287 1050 Brussels THE YEAR TWO THOUSAND AND FIVE THE 16 th of NOVEMBER Present: - Mr. Franck Renouard, born in France, Paris on the 25 th of August 1958, with residence at 7, rue Gambetta, F-92320 Chatillon, France; - Mr. Friedrich Neukam, born in Germany, Vlotho on the 26 th of May 1949, with residence at Spardorfer Strasse 43, 91054 Erlangen, Germany; - Mr. Christoph Hämmerle, born in Switzerland, St. Gallen on the 8 th of December 1956, with residence at Zweiackerstr. 67, 8053 Zurich, Switzerland; - Mr. Marc Quirynen, born in Belgium on the 28 th of March 1957, with residence at Broekstraat 44, 3001 Heverlee, Belgium. Asking to draw up the present Statutes of a non profit association, which they declare to constitute between them in accordance with the law of June 27, 1921, as modified by the Law of May, 2, 2002. Chapter I - Name, Registered office, term, objectives Article 1. Name and Registered Office The name of the association shall be European Association for Osseointegration, abbreviated to EAO, hereinafter referred to as association. Article 2: Registered Office The Association has its registered office at 287 avenue Louise, 1050 Brussels in the judicial district of Brussels. The Board of Directors is authorized to transfer the registered office to every other place. Article 3. Term Minimum number of members The Association is constituted for an unlimited duration. It is composed of a minimum of three members. 1
Article 4. Objectives The non profit objective of the Association is the promotion of science and research in the field of osseointegration for the benefit of patients all over the world, by: (a) (b) (c) (d) the promotion of the further development of methods of treatment in reconstructive surgery and prosthetic rehabilitation based on the principles of osseointegration and related disciplines; the initiation and promotion of research projects for the improvement of clinical methods on the basis of the phenomenon of osseointegration; the stimulation and promotion of exchange of knowledge and understanding of research techniques in the field of osseointegration and related disciplines; the promotion of the publications of research findings and other materials; The objectives of the Association may be achieved by organizing scientific conferences and be carried out by research projects, by giving out research commissions, by publishing research findings and by organizing postgraduate medical education, especially for the members of the Association and interested organizations. The Association may engage itself in any transaction, which it deems useful and which relates directly, or indirectly to its purposes. It may grant its collaboration to and take an interest in any activity, which is similar to its purposes In respect of the laws entered into force and of its objective, the association will be able to collect and manage capital. Chapter II Membership Article 5. Membership The association is composed of minimum three members. The members of the association are either natural or legal persons. Article 6. Categories of Membership There are two types of memberships: Ordinary members : either medically or dentally qualified specialists, practitioners or scientists being of good standing within their profession. or individuals who have made outstanding contributions in the field of osseointegration or related disciplines (honorary members); 2
Associate members: either organisations, institutions or associations concerned (by way of financial sponsoring or any other way) with the affairs and purpose of the association (sustaining members); or medical or dental students (student members); Only ordinary members have a voting right. In accordance with the Belgian law, a register of the ordinary members will be held at the registered office under the responsibility of the Board of Directors. Article 7. Admission of the members Every entity wishing to become a member shall apply in writing to the Office. The Office shall decide if the person is accepted as an ordinary or an associate member. No appeal of the Office s decision is possible; the applicant shall be informed by ordinary letter. Further, the applicant will only be considered as member after having paid the yearly recurring membership fee. Article 8. Fees With exception of the honorary members who are exempt from paying annual membership, each member shall pay an annual membership fee. The annual membership fee shall be approved by the General Assembly upon the recommendation of the Board of Directors. The members shall pay a maximum annual fee of 10,000. Article 9. Resignation of members Each member of the Association is free to resign at any time by sending a letter of resignation to the Secretary General of the Association. Article 10. Exclusion of members A member may be excluded for violation of the statutes or for any action which may be harmful to the objectives of the Association. The exclusion of a member is pronounced by the General Assembly by a majority of two thirds of its ordinary members present or regularly represented. A member may be excluded: (a) (b) in the event the dues of a member are not paid within one month after a second reminder sent to the last registered address; in the event of the expulsion of a member s name from the Medical or Dental Register maintainded by the competent authority of his or her country; 3
(c) (d) in the event a member has been found guilty of serious professional misconduct; in the event a member has been found guilty of a criminal offence. Article 11. Consequences of the resignation or exclusion of a member In case of exclusion or resignation, the member, or in case of death, his heirs, may not have any claim to the assets of the Association. Chapter III - Administration, direction, control Article 12. Administration The Association is directed by a Board of Directors, acting collegially and composed of a minimum of 6 and a maximum of 10 directors elected and revoked by the General Assembly at the ordinary majority of the votes of present or regularly represented members. The Directors are elected among the ordinary members of the association. Article 13. Vacant Office If a Director is nominated to replace another Director whose office has become vacant before the end of its term, the first ends the term of the Director being replaced. Article 14. Remuneration of Director s Mandate The Directors shall not receive any remuneration for their activities as such. If requested, they can be reimbursed for the expenses incurred on the benefit of the Association. They do not contract any personal obligation in the execution of their office. Article 15. Composition of the Board of Directors There shall be a Board of Directors composed of the following officers President, the Vice President, the Secretary General, the Treasurer and maximum 6 other ordinary Board members, including the Past President. The Chairman of the Advisory Council may be invited to a Board Meeting but he has no voting right. The Board of Directors shall meet when called on by the President or, in case of absence, the Vice- President, or the most senior of the Board members each time the interest of the Association so requires. A meeting can be convened by ordinary mail, e-mail, or fax. A meeting must be convened at least twice a year to have knowledge of the activities report of the Board and to approve the accounts. The term of office for the President and the Vice-President shall be two years whereby the President can be re-elected for a maximum of one year if the Vice-President that year is hindered to become President. Once the period of office is over, the President will be ineligble for re-election during a period of five (5) years. 4
The retiring President shall continue to hold office as immediate past President for two further years. The term of office for the Secretary General and the Treasurer shall be three years whereby reelection is possible without limits. The term of office for the Ordinary Directors (being directors without a specific function) shall be one year whereby a re-election is possible for a maximum of three years. After this term, a reelection is not possible in the following two years. It is not allowed to combine differents mandates within the Board of Directors. Article 16. Proceedings of the Board The meetings of the Board are presided by the President or in his absence by the Vice-President, or in their absence by the eldest of the present Board members. Voting proxies are permitted and can be given to another member of the Board. However each Board member may not hold more than one proxy. The decisions are taken by a simple majority of votes. In case of a tied vote, the member presiding the meeting shall have a casting vote. The Board shall keep minutes of its meetings. The minutes are to be signed by the member presiding the meeting and filed in a special register. Article 17. Powers of the Board The Board of Directors has the widest powers to implement the objectives of the Association. It may exercise all the powers that are not specifically reserved to the General Assembly by the law or the statutes. Article 18. Advisory Council The Board of Directors may appoint, with a simple majority of votes, an advisory council in order to assist it in achieving the objectives of the association. The nomination conditions of the members of this committee, their revoking, their possible remuneration, their mission as well as the term of their mission and the way of functiong of this council are determined by the Board of Directors. The Chairman of this council may be invited to attend Board meetings but has no voting right. Article 19. Day to day management The Board may delegate the day-to-day managment of the association, as well as the representation of the association with regard to this daily management, to one or several persons, directors or not, members or not, acting individually or jointly. The day-to-day manager can be revoked by decision of the Board deciding on a simple majority of votes. 5
Article 20. Secretary Office The Board is authorized to appoint, to employ and to determine a remuneraton for a full time secretary office. Article 21. Representation of the Association in public and judicial acts The Association shall be represented in and out of court by the President of the Board of Directors or two other directors one of whom must be the Secretary General or the Treasurer or, within the limits of the daily management, by the daily manager. Article 22. Auditor If the criteria of article 17 5 of the non-profit association law are fulfilled, an auditor is to be appointed each year by the General Assembly, but must not necessarily be chosen within the members of the Association. The auditor s mission shall be to audit the accounts. Chapter IV - General Assembly Article 23. Powers of the General Assembly A resolution of the General Assembly is especially requested for the following : 1 amendments to the statutes; 2 election, appointment and dismissall of Board members; 3 election, appointment and dismissall of the auditor and the fixing of his remuneration in the exceptional case of his being remunerated; 4 giving discharge to the Board; 5 approval of the annual accounts, activity plan and budgets; 6 dissolution of the Association; 7 exclusion of members; 8 transformation of the Association in a «société à finalité sociale» Article 24. Composition of the General Assembly, Proxies The General Assembly of the Association shall consist of the ordinary members of the Association, each ordinary member is entitled to cast one vote. The ordinary members may give a proxy to another member or to a third party. Associate members may attend the General Assembly in an advisory but non voting capacity. They are not taken into account in the quorums. 6
Article 25. Date, agenda and convening of the Ordinary General Assembly The Ordinary General Assembly shall be held once a year at the time and place indicated in the notice. The Ordinary General Assembly shall consider and approve the audited accounts, give discharge to the Board and to the auditors for the previous financial year and adopt a resolution on the budget for the coming year. The General Assembly shall be convened by the Board upon eight days notice. It can be convened by mail, email or fax, specifying the items on the agenda. Article 26. Resolutions of the General Assembly, requested majorities The resolutions of the General Assembly are to be adopted by a simple majority of votes, of its members present or represented, with the except of the Association s bylaws and statutes which require special majorities. In case of a tied vote the President of the Assembly, or in his absence the presiding member, shall have a casting vote. Resolutions of the General Assembly are filed in a special register and signed by the President of the Assembly or by the presiding member in his absence. The decisions are communicated to the members by letter, fax or e-mail. Extracts of the minutes are provided, upon demand, to third parties in so far there exists a valid reason. Article 27. Amendment of the statutes The General Assembly can only validly deliberate on amendments to the statutes if these amendments are explicitly indicated in the convocation which is at least thirty days before the general assembly addressed to the members and if the general assembly is constituted of at least two thirds of either present or represented members; The decision shall obtain two thirds of the votes of the members either present or represented; however, an amendment to the purposes of the Association requires a majority of four fifths of the members either present or represented. If two thirds of the members are not present or represented at the first meeting a second meeting may be convened no less than fifteen days thereafter. The proposal to amend the statutes may be considered at the second meeting even if less than two thirds of the members are present or represented. 7
Chapter V - Accounts and Budget Article 28. Financial year, accounting obligations The Association fulfills its accounting obligations in accordance with the relevant Belgian regulation. The financial year shall begin on 1st July and shall end on 30th June of each year. The first financial year shall begin on the day of publication of the Articles of Association in the annexes of the Belgian State Gazette and ends on 31st December of the following civil year. 1 The Board of Directors shall submit the annual accounts (after audit) every year to the General Assembly for approval. The approval of the accounts equals to giving discharge to the Board and to the auditor. Chapter VI - Dissolution Article 29. Means of dissolution, appropriation of the assets The Association can be dissolved at any time if a resolution to this effect is adopted by the General Assembly. The resolution shall be adopted with the quorum and the majority required for a modification of the objectives of the Association, as mentioned under article 27. The liquid assets after settlement of the liabilities shall be paid over to other non-profit making associations with similar objectives. Chapter VII - Miscellaneous Article 30. Language The common language of the association will be English, unless the use of French is required by law. The bylaws are drafted in English and French, but in case of interpretation difficulties, French will prevail. Article 31. Jurisdiction Unless otherwise specified in these statutes, the Belgian legal provisions and especially the law on non-profit making associations will apply. 1 This article was modified after the decision of the EAO General Assembly taken on June 16th, 2007, to change the fiscal year. The previous article 28, 2 nd paragraph, was written as follows: The financial year shall begin on 1st January and shall end on 31st December of each year. The first financial year shall begin on the day of publication of the Articles of Association in the annexes of the Belgian State Gazette and ends on 31 st december of the following civil year. In order to guarantee the transition, the 2007 financial year shall begin on 1 st January 2007 and shall end on 30 th June 2008. 8
Brussels, 2005. Mr. Franck Renouard Mr. Friedrich Neukam Mr. Christoph Hämmerle Mr. Marc Quirynen * * * 9
MINUTES OF THE EXTRAORDINARY GENERAL MEETING OF THE FOUNDING MEMBERS : ELECTION OF BOARD MEMBERS After the association has been created and its statutes written, the founding members immediately and on the same date proceed to an extraordinary general meeting of the members in order to elect the first Board of Directors. The General Assembly appoints unanimously as first Board Directors : - Mr. Franck Renouard, born in France, Paris on the 25 th of August 1958, with residence at 7, rue Gambetta, F-92320 Chatillon, France; - Mr. Christoph Hämmerle, born in Switzerland, St. Gallen on the 8 th of December 1956, with residence at Zweiackerstr. 67, 8053 Zurich, Switzerland; - Mr. Marc Quirynen, born in Belgium on the 28 th of March 1957, with residence at Broekstraat 44, 3001 Heverlee, Belgium. * * * 10
MINUTES OF THE BOARD OF DIRECTORS The Directors elected above, immediately meet afterwards as in a first meeting of the new Board of Directors, and, after deliberation, appoint unanimously: - Mr. Frank Renouard as President of the Board; - Mr. Christoph Hämmerle as Secretary General of the Board; - Mr. Marc Quirynen as Treasurer of the Board. - The company AGS, with registered address at 1050 Brussels, Avenue Louise 287, 2 nd floor, hereby represented by Mister Emmanuel Chantelot, is appointed as day-to-day manager of the association. This mandate will be valid for a period of two years. * * * 11