Article 1 - GENERAL
1.1. The European SocieTy for Radiotherapy and Oncology is an international association with a major focus on Europe but the activities of which may be extended to other countries of the world when appropriate for the realization of its purpose.
1.2. It shall be referred to as ESTRO.
1.3. The business language used is English.
Article 2 - MEMBERSHIP
2.1. Full Membership is open to:
a. All professionals, natural persons, with a significant activity or practice in the field of radiotherapy (radiation oncology) and clinical oncology; this includes:
- Radiotherapists (radiation oncologists) and clinical oncologists.
- Physicists with main practice related to radiation oncology.
- Biologists with main practice related to radiation oncology.
- Radiation technologists with main practice related to radiotherapy.
- Nurses with main practice related to radiotherapy.
- Medical Specialists with main practice related to Cancer Diagnosis.
- Medical Specialists with main practice related to Tumor Treatment.
b. Emeritus Members, being former Full Members during a term of at least 10 years, who have retired from active professional life.
2.2. Associate Membership is open to:
a. Junior Members, being all professionals, natural persons, in training for specialization in the field of radiotherapy and clinical oncology and related disciplines, which will make them eligible for full membership, should the person not have opted for the Full Membership;
b. Honorary Members, being natural persons who have made a significant contribution to the achievement of the goals of ESTRO;
c. Joint Members, being members of societies outside the geographical area of Europe or young radiotherapy and clinical oncology societies;
d. Corporate Members, being professionals, natural persons, specialized or having their main activity in the field of radiotherapy and clinical oncology, who perform their activity for or within a company;
e. Sustaining Members, being organizations not eligible for Full Membership in ESTRO.
2.3. All members are bound by the Articles of Association of ESTRO and the Internal Rules of Procedure.
2.4. By virtue of Membership the Member agrees to pay the membership fees as shall be decided by the General Assembly upon proposal of the Board of Directors. Emeritus Members and Honorary Members shall however be exempt from payment of membership fees.
Article 3 – Membership fees
3.1. Part of the Funding of ESTRO will be on the basis of the membership fees to be paid by the Members.
3.2. Any Member who is in default in the payment of dues for a period of ninety (90) days after such dues become payable will be automatically suspended from membership.
Article 4 – General Assembly
4.1. There will be a minimum of one General Assembly a year at an appropriate time and place fixed by the Board of Directors. Notices stating the time, place and agenda of each meeting, signed by the President, shall be e-mailed to the last recorded address of each Full Member not less than thirty (30) days, nor more than sixty (60) days, prior to the time fixed for the meeting. The Members will have 10 working days to submit to the Board of Directors any other points they wish to put on the agenda. The Board of Directors will decide which points they add to the agenda. At least 5 days prior to the General Assembly, a notice stating the final agenda shall be e-mailed to the last recorded address of each Full Member, together with a final draft of any documents to be discussed or approved at the General Assembly.
4.2. The agenda of the Annual General Assembly shall at least include the following items:
a. Budget and forecasts
b. Financial reporting
c. Approval of membership fees
d. Appointment of directors and auditor (if applicable)
e. Presentation of the Annual Report from the Board of Directors
f. Presentation of the report from the auditor
g. Discharge to the directors and auditor
h. Discussion of topics sent in by the Members
4.3. The General Assembly may only deliberate and decide on the matters set out in the agenda.
Article 5 – Board of Directors
5.1. The Board of Directors shall be responsible for the overall strategy of ESTRO and shall supervise the financial performances and budget processes. It shall establish a strategy for ESTRO covering a three year period. This strategy shall be translated into a scientific plan by the Scientific Council and into a Professional & Membership plan by the Professional and Membership Council. The CEO shall consolidate both plans into a business plan, which shall be communicated to the General Assembly for information.
5.2. The Board of Directors shall consist of maximum fifteen (15) members whereby:
Next to the President, the Past-President, the President-Elect and the Treasurer and the Editor-in-Chief:
- at least one representative of each of the following disciplines shall be represented:
a. Radiobiology
b. Brachytherapy
c. Radiation Technology
- and at least two representative of each of the following disciplines shall be represented:
d. Medical Physicist
e. Clinician
One of the above mentioned Directors shall be appointed by the Board of Directors as Membership Officer.
The Directors are appointed by the General Assembly, in accordance with Article 5 Section 4 of the Articles of Association.
5.3. The President, the President-Elect, the Past-President, the Treasurer, the Membership officer and the Editor-in-Chief are all members of the Board of Directors.
5.4. In case of a dismissal of a Director, a new Director shall be appointed among the members of the discipline the dismissed Director was representing.
5.5. Preferably, no more than two elected Directors shall come from the same country.
5.6. The President-Elect replaces the President with all his/her prerogatives whenever the President is unavailable. When the President-Elect is unable to do so, the Past-President will replace the President.
Article 6 – Directors with an Executive Role
6.1 The following Directors and the Editor-in-Chief with an Executive Role will be appointed or elected within ESTRO:
a. The President
b. The President-Elect
c. The Past President
d. The Treasurer
e. The Membership Officer
Their function and mandate will be as follows:
6.2. President:
The President is in office for two years. He/she will chair the General Assembly, the Board of Directors, the Executive Council, the Scientific Council, the Professional and Membership Council and the Nominating Council. The President may delegate the chairing of one of the Councils to the President-Elect or Past-President, as the case may be.
The President has the casting vote in the event of a tied vote on the Board of Directors or the Councils he/she is presiding.
The President shall hold ownership of the strategy development and implementation, and financial planning process within ESTRO. He/she shall to this end consult the President-Elect and the Past President, and work with the Chief Executive Officer within the limits of the powers of the latter.
In the event the President is unavailable, he/she shall be replaced by the President-Elect in all his/ her prerogatives, or by the Past-President should the President-Elect on his turn not be available.
6.3. Past-President
The Past-President is in office for two years after having served as President of ESTRO.
He/she shall be a member of the Board of Directors and of the Executive Council, Scientific Council, Professional and Membership Council, and Nominating Council.
The Past-President holds ownership of professional and membership related processes within ESTRO.
He/she shall work in cooperation with the CEO of ESTRO.
6.4. President-Elect
The President-Elect shall serve a two years period in office, before becoming President.
He/she shall assist the President in all his/her prerogatives, and hold ownership, alongside the President, of the strategy development and implementation as well as financial planning process of ESTRO.
The President-Elect shall be a member of the Board of Directors, of the Executive Council, Scientific Council, Professional and Membership Council, and of the Nominating Council.
The President-Elect holds ownership of scientific processes within ESTRO.
He/she shall work in cooperation with the COO of ESTRO.
6.5. Treasurer
The Treasurer shall be a member of the Board of Directors and the Executive Council.
He/she shall follow-up on the work of the Chief Financial Officer and shall hold ownership of the financial monitoring and control processes within ESTRO. He/she will have final responsibility over the internal audit and control procedures within ESTRO.
The Treasurer shall ensure the preparation of an annual budget and the annual financial report.
The Treasurer must be consulted in all important investments decisions of ESTRO and any other financial decisions in accordance with the decisions or delegations of the Board of Directors.
6.6. The Editor-in-Chief
The Board of Directors shall delegate to the Editor-in-Chief the responsibility for the Radiotherapy and Oncology Journal.
6.7. The Membership Officer
One Director shall be appointed as Membership Officer by the Board of Directors. The Membership Officer shall become the owner of the membership strategy of ESTRO and the membership processes. Furthermore, he/she will supervise the interests of the Members.
6.8. Daily management team
The Board of Directors will delegate the daily management of the association to a management team. The Board of Directors shall define the scope and the financial limitations of the daily management powers. The daily management team shall consist of at least the Chief Executive Officer (the “CEO”), the Chief Operating Officer (the “COO”) and the Chief Financial Officer (the “CFO”). The management team may, upon proposal of the CEO, be extended by the Board of Directors when appropriate.
The CEO shall be appointed by the Board of Directors upon proposal of the Executive Council. The CFO and the COO shall be appointed by the Board of Directors upon proposal of the CEO.
The daily management team shall be responsible for running the daily business of the association and the implementation of the policies and strategies as developed by the Board of Directors and shall work under the direct supervision of the Executive Council.
Proper procedures shall be put in place to assure sufficient internal control and a strict segregation of duties of the Board of Directors, the Executive Council and the members of the management team.
The mandate of the members of the daily management team shall be remunerated upon decision of the Board of Directors. The Executive Council shall make a proposal to the Board of Directors on the remuneration of the CEO. The CEO shall make a proposal to the Board of Directors on the remuneration of the COO and the CFO. Reasonable expenses shall be reimbursed.
In addition to the powers granted to them by the functions description, the allocation of the responsibilities for the daily management shall be allocated over the management team as follows:
a. The Chief Executive Officer
- He/she shall be responsible for the implementation of the strategy of ESTRO, within the budget approved and timeframes set.
- He/ she shall supervise the ESTRO Office, and chair the management team with the Chief Operating Officer and the Chief Financing Officer.
- He/she will be a member of the Executive Council and shall assure the implementation of the decisions made by the latter.
- The CEO will report to the Executive Council and the Board of Directors and shall respect the reporting and controlling procedures as shall be decided by the Board of Directors or the Executive Council from time to time.
b. The Chief Operating Officer
- He/she shall be responsible for the integrated services within ESTRO
- He/she will be a member of the Scientific Council and shall assure the implementation of the decisions made by the latter.
- He/ she shall be responsible for the operations of the educational activities of ESTRO and/or other Society activities.
- The Chief Operating Officer will report to the CEO and shall respect the reporting and controlling procedures as shall be decided by the Board of Directors or the Executive Council from time to time.
c. The Chief Financial Officer
- He/she shall be responsible for the financial support functions within ESTRO.
- He/she will work together with the Treasurer and will prepare all required reporting for submission and approval by the Treasurer.
- He/she shall be responsible for the monthly/quarterly reporting within ESTRO.
- He/ she shall be responsible for the tax and VAT reporting of ESTRO.
- The Chief Financial Officer will report to the CEO and shall respect the reporting and controlling procedures as shall be decided by the Board of Directors or the Treasurer from time to time.
6.9. Internal Auditor
The Internal Auditor shall be appointed by the Board of Directors. He/she shall be responsible for the internal audit procedure within ESTRO. He/she shall develop appropriate financial control processes in line with generally accepted internal audit practices and shall perform all internal audits guaranteeing sufficient control over the various processes within ESTRO. The Internal Auditor shall report for the financial aspect to the Board of Directors and the Treasurer. The Board of Directors and the Treasurer shall define its tasks and objectives.
The compensation of the Internal Auditor, if any, shall be determined by the Board of Directors, upon proposal of the Executive Council.
Article 7 – Councils
7.1. The Board of Directors may form such Councils as it deems necessary to deal with specific tasks or projects of the Association or to provide advice. There will be at least an Executive Council, a Scientific Council, a Professional and Membership Council, and a Nominating Council. The Board of Directors may establish any other Councils in line with the strategy of ESTRO. Such Councils may be established on a permanent or ad hoc basis.
7.2. Composition
The members of the Councils are appointed by the Board of Directors. They are appointed for a three year period and may be re-appointed for a maximum of one term. The Board of Directors shall attempt to provide continuity by replacing part of the members of the Councils each year. After having served for two consecutive terms on one of these Councils, a member becomes ineligible to function in the same Council for two years.
A Council shall in all cases be chaired by the President, or by the President-Elect or Past-President in the event of delegation.
A Council may appoint consultants and external specialists to assist with the development of its activities and acquire the required knowledge to realize its objectives.
7.3. Remuneration
The Board of Directors decides whether the mandate of the members of the Councils will be remunerated.
7.4. Authority and competencies
The authorities and competencies of the Councils shall be determined by the Board of Directors in line with the provisions of the Internal Rules of Procedure and the Articles of Association of ESTRO.
7.5. Convocation
Meetings of the Councils are called by their respective chairman. Decisions of the Councils are validly adopted by simple majority vote, provided the majority of the members are present. In the event of a tied vote, the chairman of the Council shall have casting vote. Each member has one vote.
7.6. Minutes and reporting
Each Council shall draft minutes of each meeting summarizing the deliberations and decisions taken. These minutes shall be circulated to the Board of Directors of the ESTRO and can be consulted by the Full Members.
7.7. Executive Council
a. Duties and authority of the Executive Council
The Executive Council shall be in charge of the supervision on the implementation of the business plan and the daily management of ESTRO, shall ensure the follow-up on the implementation of the strategy and the budget. The Board of Directors may grant other powers to the Executive Council on an ad hoc or permanent basis, as appropriate.
b. Composition
The Executive Council is composed of the President, the President-Elect, the Past-President, the Treasurer, the Chief Executive Officer and can be supported by internal advisors and external advisors as the case may be. The President shall be the chairman of the Executive Council.
7.8. Scientific Council
a. Duties and authority of the Scientific Council
The Scientific Council shall be responsible for the implementation of the scientific plan of ESTRO and for coordinating all its scientific activities, and for ensuring a consolidated reporting of the results in line with the scientific plans. The Board of Directors may grant the Scientific Council with other powers as it estimates appropriate.
The Scientific Council shall appoint the chairman of the scientific conference organized on a biannual basis by ESTRO, and shall appoint the delegates of ESTRO in other scientific meetings.
b. Composition
The Scientific Council is composed of the President, the President-Elect, the Past-President, the Editor-in-Chief, the Chief Operating Officer, the chairmen of the relevant committees reporting to it and the relevant member of the Board of Directors. The President shall be the chairman of the Scientific Council and the President-elect shall be the co-chairman.
7.9. Professional and Membership Council
a. Duties and authority of the Professional and Membership Council
The Professional and Membership Council shall be responsible for membership strategy and for the implementation of the professional and membership plans. The Board of Directors may grant the Professional and Membership Council with other powers as it estimates appropriate.
b. Composition
The Professional and Membership Council is composed of the President, the President-Elect, the Past-President, the Membership Officer, the Chief Executive Officer, the chairmen of the relevant committees reporting to it and the relevant members of the Board of Directors. The President shall be the chairman of the Professional and Membership Council and the Past-President shall be the co-chairman.
7.10. Nominating Council
a. Duties and authority of the Nominating Council
The Nominating Council shall request the different committees and ad hoc task forces to provide a list of candidates to become chairman of such a standing committee or ad hoc task force. The Nominating Council shall review the proposals for nominations and appointments and send them to the Board of Directors for approval.
The Nominating Council shall establish the list of persons applying for a function as Director after having verified that they meet the conditions thereto.
b. Composition
The Nominating Council is composed of the President, President-Elect, the Past President. The President shall be the chairman of the Nominating Council.
Article 8. Committees
8.1 Ad hoc and standing committees may be created, and their missions determined, by the Board of Directors, upon proposal of the Scientific Council, the Professional and Membership Council or the Executive Council within the limits of the competences of the latter.
8.2 Standing committees, created for undetermined duration, shall be composed of at least five (5) members and maximum twelve (12) members. In case a standing committee requires more than twelve (12) members, approval of the Board of Directors will be required. The chairman of a standing committee shall be appointed by the Board of Directors based on a proposal of the Nominating Council, taking into account the suggestion of each standing committee. The members and chairman of a standing committee shall be appointed for 3 years once renewable. The composition of any standing committee shall be approved by the Board of Directors, upon proposal of the Scientific Council, Professional and Membership Council or Executive Council. Moreover, at least one member of the Scientific Council, Professional and Membership Council or Executive Council shall be a member of each standing committee.
The list of standing committee has to be approved in the business plan.
8.3. Working groups, created for undetermined duration for a determined project, shall be composed of at least 3 members. The chairman of a working group shall be appointed by the Standing Committee.
8.4 Ad hoc task forces, created for a determined period of time or for a determined project, shall be composed of at least 3 members. The chairman of an ad hoc task force shall be appointed by the Board of Directors. The composition of any ad hoc task force shall be determined by the Board of Directors upon proposal of the chair of the ad hoc task force.
8.5 Each member of a standing committee, working group or ad hoc task force shall have one vote. They shall validly deliberate by a simple majority vote. In the event of a tied vote, the chairman shall have casting vote.
8.6 Transitional provision: the chairman of every standing committee, working group or ad hoc task force already in function on the date of entry into force of the present Internal Rules of Procedure shall continue to chair such committee until the end of his/her mandate.
Article 9. Transitional provision
All Board Members, Treasurer, Editor-in-chief and members of the daily management team, validly appointed or elected prior to the adoption of these internal rules of procedure, will remain into function until the end date of their term.