"The core interest of the Association is centred on medical images embedded into electronic healthcare whatever the producer (radiology, nuclear medicine, surgery, cardiology and other clinical fields).
The objective of Association is to promote the exchange of information in the fields of research, user experience, implementation, assessment and audit of the benefit of the development and the use of digital systems for the acquisition, storage, transport, processing, display and reproduction of medical pictures (PACS) and related technologies as well as their integration in the eHealth context"

ARTICLES OF ASSOCIATION

EuroPACS - European Society for the promotion of Picture Archiving and Communication Systems in Medicine
     
1. Recital
1.1 The Association EuroPACS was founded in Leiden, Holland. EuroPACS stands for European Picture Archiving and Communication Systems.
1.2 With regard to the intended transfer of the registered office of EuroPACS to Vienna, the following Association shall now be constituted according to the Austrian Act on Associations:

2. Name, registered office, field of activity and working language.

2.1 The name of the Association shall be European Society for the promotion of Picture Archiving and Communication Systems in Medicine
2.2 The Association shall have its registered office in Vienna and extend its activities throughout Europe and beyond as it deems appropriate whereby the purpose of the Association predominately shall be pursued within the territory of the European Union.
2.3 The working language within the Association shall be English.

3. Purpose of the Association
3.1 The Association shall be apolitical and its activities not profit orientated.
3.2 The purpose of the Association is promoting the exchange of information in the fields of research, user experience, implementation, assessment and audit of the benefit of the development and the use of digital systems for the acquisition, storage, transport, processing, display, reproduction and communication of medical pictures and related technologies.

4. Means to achieve the purpose of the Association
4.1 The purpose of the Association shall be achieved by the immaterial and material means listed in subsections 4.2 and 4.3 below.
4.2 Immaterial means shall be
4.2.1 the organisation of scientific congresses and lectures;
4.2.2 scientific publications including but not limited to a regular newsletter;
4.2.3 the provision of a website.
4.3 The material means shall be
4.3.1 admission fees and membership fees;
4.3.2 proceeds from donations, collections, bequests and bestowals;
4.3.3 proceeds from the administration of property;
4.3.4 proceeds from the participation in and shareholding of corporations.

5. Membership, Acquisition and Termination
5.1 Both natural as well as juristic persons with an interest in any of the fields and encompassed by the Association may become Member of the Association.
5.2 The Association shall have ordinary, extraordinary and honorary Members.
5.2.1 Ordinary Members shall be those Members that fully participate in the Association's activities; they shall have the right to vote in the General Assembly and be entitled to elect and stand for election;
5.2.2 Extraordinary Members shall be Members that in particular promote the activities of the Association by payment of an increased membership fee;
5.2.3 Honorary Members shall be Members having been appointed thereto by the General Assembly upon proposal of the Board in recognition of their exceptional merits for the Association.
5.3 The Board shall decide about the acceptance of Members. Membership can be denied without reason.
5.4 Until the formation of the Association Members preliminarily shall be accepted by the founders of the Association, in case the Board has already be appointed, by the Board. This membership shall become final upon formation of the Association.
5.5 Membership is terminated upon death, with regard to juristic persons upon loss of its juridical personality, upon resignation or upon expulsion.
5.6 Members can only resign becoming effective with 31 December of a year. Resignment has to be notified to the Board in writing giving three months notice. Late resignment shall become effective with the following date of resignment. The date of the postal stamp shall be decisive for timeliness.
5.7 The expulsion of a Member can be ordered by the Board if a Member is in arrears with its membership fees for more than six months regardless of two written reminders granting an adequate grace period. The obligation for the payment of the due membership fees remains unaffected thereof.
5.8 The expulsion of a Member of the Association can be ordered by the Board for gross breach of other membership duties or dishonourable behaviour. Subject to an application filed with the Board within one month after having received the order of expulsion giving the reasons therefore, the following General Assembly shall have to deal with the expulsion of the Member; this decision shall be final. The date of the postal stamp shall be decisive for timeliness.

6. Rights and Duties of Members
6.1 The Members are obliged to pay an annual membership fee which shall be approved by the General Assembly upon proposal of the Board. Membership fees can be assessed in different amount depending upon the kind of membership. The Board shall be competent to grant full or partial exemption of the obligation to pay membership fees for important reason.
6.2 Members shall be entitled to attend all meetings of the Association and to make appropriate use of its facilities. Only ordinary Members having paid their current Membership fees and all arrears at the time of the General Assembly shall be entitled to vote and to stand for election.
6.3 At least one tenth of the Members may request the Board to convoke a General Assembly.
6.4 In the course of each General Assembly the Board shall inform the Members about the activities and the financial bearing of the Association. Upon reasoned request of at least one tenth of the Members the Board has to provide those Members with the respective information within four weeks time.
6.5 The Board shall have to inform the Members about the audited final account. In case respective information is given in the course of a General Assembly this shall be made in the presence of the Auditors.
6.6 Members are obliged to further the interests of the Association to the best of the abilities and to refrain from any action that could harm the reputation and the object of the Association. Members shall have to observe the statutes of the Association and the resolutions of its executive organs.

7. Organs of the Association
The organs of the Association shall be
7.1 the General Assembly
7.2 the Board
7.3 the Auditors
7.4 the Conciliation Board

8. General Assembly
The General Assembly shall be the "Mitgliederversammlung" according to the terms of the Austrian Act on Associations 2002. An ordinary General Assembly shall be held annually.
8.2 An extraordinary General Assembly shall be held within three months upon
8.2.1 decision of Board or an ordinary General Assembly;
8.2.2 written request of at least one tenth of the Members;
8.2.3 request of the Auditors;
8.2.4 decision of an Auditor;
8.2.5 decision of a curator appointed by court.
8.3 Both to an ordinary as well as to an extraordinary General Assembly all Members shall be invited at least one month before in writing, by fax or by email directed to the address last notified to the Association by the Member. The invitation to a General Assembly shall be accompanied by the agenda. The convocation shall be made by the Board, by a/the Auditor(s) or a curator appointed by court.
8.4 Items can be put on the agenda if notified to the Board in writing, by fax or by email at least two weeks prior to the date of the General Assembly.
8.5 Resolutions – except motions to convene an extraordinary General Assembly – may only be adopted when included in the agenda.
8.6 Each ordinary Member entitled to vote shall have one vote. Juristic persons shall be represented by its organs or by an authorised agent equipped with a written power of attorney. Absent Members an be represented by written proxy issued in the favour of another Member entitled to vote.
8.7 The General Assembly shall form a quorum if at least half of the Members entitled to vote are present at the time of the beginning. If the General Assembly cannot form a quorum at the time fixed, the General Assembly shall take place thirty minutes later following the same agenda. In this case the quorum shall be independent of the number of the Members present.
8.8 Elections held and resolutions passed by the General Assembly shall generally require an absolute majority of the valid votes. If a motion cannot find an absolute majority of the votes the motion is rejected. If in an election no candidate has obtained the absolute majority of the votes a second vote will take place between the two candidates having received the highest number of votes. In case of a tie the decision shall be taken by lot.
8.9 Resolutions to amend the statutes of the Association or to liquidate the Association require a qualified majority of two thirds of the valid votes.
8.10 The General Assembly shall be chaired by the President, in his/her absence the Board has to elect a chairman of the General Assembly among Members of the Board.
8.11 Votes are cast openly or by secret ballot. Voting by acclamation shall be possible unless objected by a Member entitled to vote.
8.12 The result of voting in the General Assembly shall be assessed and announced by the chairman. The result announced shall be final unless the assessment of the result is objected immediately after its announcement. In case an objection is raised a new voting has to take place upon a decision to be taken by the General Assembly or a motion of a Member entitled to vote in case the result of an open election was disputed. In case of a repetition of the voting the result initially announced shall be cancelled.

9. Competences of the General Assembly
The General Assembly shall have the following competences:
9.1 approval of the budget;
9.2 receiving and approving the statement of accounts involving the Auditors;
9.3 election and removal of the Members of the Board and the Auditors;
9.4 discharging the Board;
9.5 approval of the amount of the admission fees and membership fees;
9.6 awarding and withdrawing honorary membership;
9.7 passing resolutions on the amendment of the statutes and the liquidation of the Association;
9.8 deliberating and passing resolutions on any other issues of the agenda presented to the General Assembly by the Board;
9.9 deliberating and passing resolutions about any other issues that, by law or these statues do not fall within the competence of another organ.

10. Board
10.1 The Board shall consist of at least six Members being the President, the Secretary, the Treasurer and at least another three ordinary Members.
10.2 The Members of the Board shall be elected for their offices by the General Assembly. Upon resignation of an elected member the Board shall be entitled to coopt another eligible member that is to be approved by the following General Assembly. Apart from one Member of the Board only ordinary Members of the Association can be elected as Members of the Board. One member of the Board can be elected without having to be Member of the Association. Such member shall only have a consulting vote.
10.3 Nomination as candidate for election as member of the Board requires ten written declarations of support issued by ordinary Members and the consent of the candidate nominated. They have to be filed with the Board at least two weeks prior to the date of the General Assembly. The date of the postal stamp shall be decisive for timeliness. The Board can propose the appointment of additional honorary members of the Board by the General Assembly. Such honorary members are entitled to participate in the meetings of the Board but do not have voting rights.
10.4 Should the Board without self supplementation by coopting substitute members be impeded for an unforeseeable long time each Auditor has to obligation to convene and extraordinary General Assembly in order to have elected a new Board. Should the Auditors also be impeded each ordinary Member recognizing the emergency situation has to immediately file an application with the competent court to have a curator appointed who will immediately have to convene an extraordinary General Assembly.
10.5 The term of office of any Member of the Board shall be three years. Re-election shall be permissible once. The President of the Board shall remain a Member of the Board for another three years after termination of his/her office period.
10.6 The Board shall be convened orally or in writing by the President, in case of his/her hindrance by the Secretary. In case of the Secretary's hindrance any other Member of the Board shall be entitled to convene a meeting of the Board.
10.7 The Board shall form a quorum if all its Members have been invited and at least half of them are present.
10.8 The Board shall pass its resolutions by a simple majority of the votes; in case of a tie the President shall have the casting vote.
10.9 Meetings of the Board shall be chaired by the President; in case of his/her hindrance the Board shall elect a chairperson among its Members for the time of the President's hindrance. Also in case of the hindrance of the Secretary or the Treasurer the remaining Members of the Board can appoint a substitute whereby none of the Members shall hold more than one office at a time.
10.10 Apart from death and the expiration of the term of office, the office of a Member of the Board shall be terminated in case of relief, resignation or loss of membership of the Association.
10.11 The General Assembly may at any time relieve the entire Board or any of its Members from office. Relieve shall not become effective prior to the appointment of a new Board or a new Member of the Board respectively.     
10.12 The Members of the Board may at any time submit the resignation in writing. The resignation shall be submitted to the Board, or in case of the resignation of the entire Board, to the General Assembly. Resignation shall not be become effective prior to the election or cooption of a successor.

11. Competences of the Board
11.1 The Board shall be responsible for the management of the Association. It shall be the "Managing Organ" according to the terms of the Austrian Act on Associations 2002. The following issues shall fall within the competence of the Board:
11.1.1 provision of a due accounting system appropriate for the requirements of the Association providing for at least records of the current income and expenses and the Association's assets;
11.1.2 preparation of the budget, the annual report and the accounting;
11.2.3 preparation and convocation of the General Assembly;
11.1.4 information of the Members about the Association's activities, the Association's bearings and the accounts audited by the Auditors;
11.1.5 administration of the Association's assets;
11.1.6 acceptance and expulsion of Members;
11.1.7 employment and termination of employment of employees of the Association.
11.2 The Board shall be entitled to delegate under its responsibility certain parts of its tasks to committees appointed by the Board.
11.3 The Board shall be obliged to keep the records and books of the Association for a period of seven years.

12. Special duties of individual Members of the Board
12.1 The President shall be responsible for the ongoing business of the Association and shall be assisted by the Secretary.
12.2 The President shall represent the Association in all matters. Written documents of the Association, with legal value, shall become valid upon signature by the President and another Member of the Board. Legal transactions between Members of the Board and the Association shall be subject to the approval of another Member of the Board.
12.3 In case of extraordinary circumstances, the President shall be entitled to take measures independently, even in matters falling within the competence of the General Assembly or the entire Board; such measures shall, however, require the subsequent approval of the competent organ of the Association.
12.4 The President shall chair the General Assembly and the meetings of the Board.
12.5 The Secretary shall be responsible for the minutes of the General Assembly and the meetings of the Board.
12.6 The Treasurer shall be responsible for the financial bearing of the Association.

13. Auditors
13.1 Two Auditors shall be elected by the General Assembly for a period of one year each. Re-election shall be permissible. The Auditors may not be Members of an organ whose activities are the subject of auditing – with the exception of the General Assembly.
13.2 The Auditors are to audit the current business and the financial management of the Association for the proper character of accounting and to examine whether the funds are used as provided for in the statutes. The Board has to provide the Auditors with the necessary documents and to give the required information. The Auditors shall have to report to the Board about the result of their audit.
13.3 Legal transactions between the Auditors and the Association are subject to the approval of the General Assembly. The regulations in subsections 10.10 to 10.12 shall be applicable to the Auditors mutatis mutandis.

14. Conciliation Board
14.1 All disputes arising from the associative relationship shall be settled by the internal Conciliation Board of the Association which is no Court of Arbitration according to the terms of Articles 577 ff of the Austrian Civil Procedure Act.
14.2 The Conciliation Board shall be composed of three ordinary Members. One party to the dispute shall nominate in writing to the Board one Member as conciliator. Within seven days, the Board shall request the other party to the conflict also to nominate a conciliator within four weeks. Informed by the Board within seven days the two appointed conciliators shall elect a third ordinary Member from the Members of the Association as chairman of the Conciliation Board. Upon equal votes a decision shall be taken by lot. The conciliators must not be Members of an organ whose activities are the subject of the dispute – with the exemption of the General Assembly.
14.3 The Conciliation Board shall render its decision of the hearing both parties in the presence of all its Members by a single majority of the votes. It shall decide to the best of its knowledge and belief. Its decision shall be final internally.

15. Voluntary Liquidation of the Association
15.1 The voluntary liquidation of the Association may only be decided in a General Assembly and requires a majority of two third of the valid votes.
15.2 This General Assembly shall also pass a resolution concerning the assets of the Association, if such assets exist. The General Assembly shall appoint a liquidator and pass a resolution to whom it is to transfer the assets of the Association remaining after the payment of its debts. In the case of liquidation of the Association the remaining assets shall be transferred to a non-profit organisation pursuing similar objectives for the promotion of non-profit purposes in accordance with Article 34 ff of the Austrian Federal Tax Order (Bundesabgabenordnung). The same shall be valid in case the Association ceases to promote its non-profit purpose.