THE EUROPEAN DIVING TECHNOLOGY COMMITTEE

  By Law

REVISED BY-LAWS
(As agreed at the meeting of EDTC in Brussels on 12th October 2005)

THE EUROPEAN DIVING TECHNOLOGY COMMITTEE

NAME AND LOCATION

Article 1

1. The Society bears the name of the European Diving Technology Committee e.V., in short: EDTC
2. It is registered in Kiel, Federal Republic of Germany and has been established for an indefinite period.
3. Subsidiaries may be established elsewhere if deemed necessary for legal, financial or taxation reasons.

LEGAL STATUS

Article 2

The EDTC is an incorporated Society (eingetragener Verein – “e.V.”) under the laws of Germany.

PURPOSE

Article 3

1. The EDTC aims to make European professional diving safer. Its motto is: Securitas per unitatem.
2. It shall seek to achieve its aim by, but not limited to:

a. Providing an independent, European forum which may make recommendations relating to diving safety, diving technology and diving medicine;
b. Providing a place for discussion of matters related to manned underwater operations and in particular techniques of diving, types of equipment and their use, together with medical aspects, examinations and arrangements for monitoring the fitness of divers;
c. Wherever possible, recommending harmonization so that common standards may be achieved;
d. Providing, as appropriate, advice to governments, other organisations and individuals concerned with diving.

MEMBERSHIP

Article 4

1. Membership is open to representatives of any country within the geographical area of Europe.
2. Each European country may be represented by a single representative from each of the following categories:

a. Medicine
b. Industry
c. Government
d. Trade Unions

Such representatives will normally be nominated by their own peer group, if such exists in that country.
3. Specialist organisations or individuals may, with the approval of the Joint Meeting, become members, but shall normally only be represented by a single person unless the Joint Meeting agrees to more than one representative.

4. The Executive Board can grant “Corresponding Member” status to organisations or individuals involved in work in any of the fields covered by Article 3 above if this is deemed to be a likely benefit to the Society. Such Corresponding Members may be limited in number and will have observer status only.

5. A person may be admitted as a member upon written request to be made to the Executive Board. The Executive Board decides on admission. If the Execution Board decides not to admit a person the Joint Meeting may overrule the Executive Board and decide to admit the person.

6. Membership is for that individual person and therefore not transferable.

7. A member that cannot be present at a meeting may appoint either an alternative or a proxy by giving notice in writing to the secretary.

Article 5

The Executive Board has the power to suspend a person’s membership for a period of no longer than sixty days, if they consider that the person is acting or has acted in a manner that is contrary to their obligations of membership or that through their conduct or behaviour the person may have damaged the interests of the Society.

The suspended member has the right to appeal to the Joint Meeting after receiving notification of their suspension. During the period of suspension the rights of membership cannot be exercised.

Article 6

1. Membership will end as a result of one of the following:

a. Death of the member;

b. Written resignation by the member;

c. The Society giving written notification of cancellation of membership;

d. If the person no longer represents the category in Article 3 that they were nominated for;

e. Expulsion of a member by the Society.

2.  A member can be expelled as a result of conduct contrary to the byelaws, rules or regulations of the Society or because of conduct likely to cause damage to the Society or its reputation. They can also be expelled for not attending a Joint Meeting three times in succession.

Expulsion will be initiated by the Executive Board which within 14 days will notify the member, advising them of the reason(s) for expulsion.

The expelled person has the right to appeal to the Joint Meeting. Such an appeal must be lodged within thirty days after receiving notification of expulsion.

During the time of appeal and pending the outcome of the appeal the member is suspended.

There must be at least a two thirds majority of the number of validly cast votes at the Joint Meeting in favour of expulsion for the appeal to fail.

Article 7

1. The Society’s operating year is based on the calendar year.

2. The Society’s financial year is based on the calendar year.

FINANCE

Article 8

1. The Society’s funds will consist of:

a. Donations and grants from Governments, Industry or other bodies. Such funds may be given for specific or non-specific purposes,

b. Contributions by the members,

c. Any other income.

2. The Executive Board has the power to accept or reject any funds offered to the Society.

OBLIGATIONS

Article 9

1. All members are obliged:

a. To uphold the byelaws, rules and regulations of the Society as well as the decisions of the meetings or bodies of the Society;

b. Not to unreasonably damage the Society’s interests;

c. To accept all obligations stemming from the membership of the Society or accepted by the Society on behalf of its members.

2. The Society, as an organisation, cannot take on any obligations, unless the Executive Board has been granted permission to do so by the Joint Meeting.

EXECUTIVE BOARD

Article 10

1. The Executive Board is appointed by the Joint Meeting and shall comprise, as a minimum, representatives from three different countries.

2. Nominations for member of the Board must be proposed and seconded by a member.

3. Nominations for the Executive Board should reflect the categories of the membership of the Joint Meeting as far as reasonably practicable.

4. The Executive Board shall have a minimum of four members and a maximum of eight members. The optimum number will be six members.

5. The Executive Board consists of a Chairman, a Vice Chairman, a Secretary, a Treasurer and normally two other Members.

6. Elections shall be arranged such that two members of the Board require to be elected (or re-elected) each year.

7. The Chairman will be appointed (or re-confirmed) each year by the Joint Meeting however the other posts will be decided upon by the Executive Board. The appointment of the Treasurer is subject to renewal each year after the examination of the accounts of the preceding year.

8. The Joint Meeting may suspend a member of the Executive Board when and if the Joint Meeting deems this necessary. A two thirds majority of the number of validly cast votes at the Joint Meeting is needed to do so.

9. Membership of the Executive Board will end through:

a. Death of the member;

b. Written resignation;

c. Expulsion of the member;

d. If the person is no longer a member of EDTC.

10. The Executive Board has the power to co-opt any member to serve on the Executive Board if one or more of the Board members leaves or is unable to serve on the Board for any reason. Such appointments can also be made in order to fulfil a special function or to assist the Board to meet its obligations.

11. Should for any reason the Executive Board lack one or more members, the remaining members or member will constitute a lawfully appointed Executive Board.

12. All members are eligible for re-election.

TASKS OF THE EXECUTIVE BOARD

Article 11

1. The Executive Board will;

a. Carry out decisions made by the Joint Meeting;

b. Manage the funds and other possessions of the Society

c. Ensure that the Society operates in accordance with the byelaws plus any rules and regulations.

2. For decisions of the Executive Board to be valid, there must be a quorum present of half the Board members plus one. (rounded down to the nearest whole number)

3. The Executive Board manages the day to day running of affairs in consultation with the Society’s Secretary.

4. The Executive Board may ask advice of and grant commissions to organisations operating in fields similar to the Society’s.

5. The Executive Board may invite representatives of government and science to attend it’s meetings as observers.

6. The Executive Board will inform the members on a regular basis of ongoing matters.

7. The task and competence of the Executive Board may be specified by rules and regulations.

REPRESENTATION

Article 12

Two members of the Executive Board, one of whom must be the Chairman or the Vice Chairman, can lawfully represent the Society at outside meetings or other gatherings.
 

COMMITTEES

Article 13

1. The Executive Board has the authority to form Committees on various subjects both from within EDTC and from other persons.

2. Instructions to and composition of as well as tasks and competence of these committees will be regulated by rules to be defined by the Executive Board, as far as possible after agreement with the Joint Meeting.

JOINT MEETING

Article 14

1. As far as practical, the Executive Board will convene at least one Joint Meeting within each calendar year. In this meeting the Executive Board will present its yearly report and give an account of policy, providing all the necessary documents.

2. The Joint Meeting will appoint annually a Committee of at least two members, who shall not be members of the Executive Board, to examine the accounts of the previous year. This Committee will report to the Joint Meeting. In any case where special accounting expertise should be required the Committee may avail itself of expert assistance.

3. The Executive Board will provide this Committee all information requested and show the Committee bank statements, cash and other valuables, as well as accounts and documents pertaining to the Society if so required by the Committee.

4. The joint Meeting by its approval of the annual report and accounts will discharge the Executive Board of any liability.

5. Should approval of the accounts be refused, the Joint Meeting will appoint another Committee composed of at least three members that shall re-examine the accounts. This Committee has the same powers as the first Committee. Within thirty days after its appointment the second Committee will report, either verbally or in writing, to the Joint Meeting. In case approval of the accounts is still refused, the Joint Meeting may take all measures considered to be required in the interest of the Society.

Article 15

1. Joint Meetings will be called by the Executive Board. There must be at least sixty days between the calling and the meeting. The calling will be in writing and will be sent to all members.

2. Apart from the meeting as referred to in article 14, Joint Meetings will be held as often as the Executive Board deems this necessary or whenever this is requested in writing (stating the subjects to be discussed) by at least 10% of the members qualified to vote in the Joint Meeting.

3. Upon receipt of a request according to paragraph 2 above, the Executive Board is required to call a Joint Meeting within twenty eight days. Should the Executive Board not call a meeting within twenty eight days after receipt of such a request the petitioners may call a meeting in the same way as the Executive Board calls the Joint Meeting.

Article 16

1. All members have the right to attend the Joint Meeting, all having one vote in this meeting.

2. A unanimous vote of all members, even if cast outside an official Joint Meeting, will be a valid decision of the Joint Meeting, providing the Executive Board is notified in writing. Such a decision will be registered in the minute book by the secretary and will be announced at the next Joint Meeting.

3. Voting on issues will be by show of hands or by postal ballot. The acceptance of proposals by acclamation is allowed, providing the acclamation is proposed by the Chairman.

4. On all proposals concerning issues the decision will be made by a simple majority of votes, unless the byelaws demand otherwise. In case the votes are equally divided the proposal is considered to be rejected. When voting on persons for office, gaining a simple majority of votes is adequate. In the case of no person reaching this majority a second vote will take place between those persons that have gained the highest number of votes and the person reaching the majority in this second vote is chosen. The case will be decided by lot whenever in the second voting the votes are equally divided. In this article only votes validly cast are taken into account i.e. abstentions will not be counted.

5. A member who is not able to attend the Joint Meeting, may vote by proxy.

6. Any members may ask that the minutes of the meeting show that they want to distance themselves from a decision of the Joint Meeting, provided that they say this clearly to the Chairman at the Joint Meeting.

7. A decision is made if and when the Chairman during the meeting declares it to be made. If however the Chairman’s announcement of the decision is challenged straightaway a new vote will be held if and when the majority of those present desires so, or in a case where the original vote was not on a subject in the calling notice, if and when any person present and having the right to vote, desires so.

8. The Executive Board is qualified to invite persons or bodies to attend a part or the whole of the Joint Meeting as an observer without the right to vote.

Article 17

1. The Chairman of the Executive Board chairs the meetings. In his absence the Vice Chairman will chair the meeting and in the absence of the Vice Chairman another member of the board will preside.

2. The Executive Board must ensure that Minutes are taken of the matters discussed in the Joint Meeting.

CHANGE OF BYELAWS

Article 18

1. A change of byelaws can only be made by a decision of the Joint Meeting, called to state that a change of byelaws is being proposed. There must be at least sixty days between the calling and the meeting.

2. The person or persons calling a Joint Meeting at which a change of byelaws is proposed must lodge a coy of the changes proposed at least five days before the day of meeting in such a way that this copy will be easily available for perusal by all members until the end of the day of meeting.

3. A change of byelaws can only be decided upon by a Joint Meeting in which at least 50% of the members are present or represented and can only be decided by a two-thirds majority of validly cast votes.

Article 19

Article 18 will not be applicable to a decision to change the byelaws if and when at least 50% of all members are present or represented at the Joint Meeting and the decision to change the byelaws is taken unanimously.

Article 20

1. The change of byelaws will only take effect 24 hours after it has been approved by the Joint Meeting.

2. The Executive Board is required to deposit a copy of the new byelaws plus the minutes of the meeting at which they were changed with the local court (register of associations) in Kiel, Germany, under whose jurisdiction the Society resides.

DISSOLUTION AND SETTLEMENT

Article 21

1. The Society will be dissolved by a decision of the Joint Meeting to do so in which at least 50% of the members are present or represented and can only be decided by a two-third majority of validly cast votes.

2. If and when the quorum is not reached a decision to dissolve the Society can be made in a second meeting to be held at least eight days and at most thirty days after the first meeting. At this second meeting a two-third majority of the number of validly cast votes is needed to decide to dissolve the Society.

3. The proposal to dissolve the Society must be announced in the call for the meetings as described in Article 15 above. There must be at least sixty days between the calling and the meeting.

4. If and when a decision is made to dissolve the Society there is no specific person appointed to do so then the Executive Board will dissolve the Society.

5. Should a credit balance exist in the Society’s accounts then this will be applied to a purpose similar to the Society’s at the discretion of the Joint Meeting.

6. After dissolution the Society will continue to exist in so far as this is required to dispose of its funds. During this period byelaws and rules will be applicable as far as possible; in all correspondence and announcements by the Society the phrase “in dissolution” will be added to the Society’s name.

FINAL CLAUSE

Article 22