Internal rules of procedure
Article 1 - General
1.1 The European SocieTy for Radiotherapy & 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 realisation 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:
o Radiotherapists (radiation oncologists) and clinical
oncologists
o Physicists with main practice related to radiation
oncology
o Biologists with main practice related to radiation
oncology
o Radiation technologists with main practice related to
radiotherapy
o Nurses with main practice related to radiotherapy
o Medical Specialists with main practice related to cancer
diagnosis
o Medical Specialists with main practice related to tumour
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:
o Junior Members, being all professionals, natural persons,
in training for specialisation 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
o Honorary Members, being natural persons who have made a
significant contribution to
the achievement of the goals of ESTRO
o Joint Members, being members of societies outside the
geographical area of Europe or
young radiotherapy and clinical oncology societies
o Corporate Members, being professionals, natural persons,
specialised or having their
main activity in the field of radiotherapy and clinical
oncology, who perform their activity for
or within a company
o Sustaining Members, being organisations 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
o Budget and forecasts
o Financial reporting
o Approval of membership fees
o Appointment of directors and auditor (if applicable)
o Presentation of the Annual Report from the Board of
Directors
o Presentation of the report from the auditor
o Discharge to the directors and auditor
o 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 ESTRcovering
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:
o Radiobiology
o Brachytherapy
o Radiation Technology
- and at least two representative of each of the following
disciplines shall be represented:
o Medical Physicist
o 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:
o The President
o The President-Elect
o The Past President
o The Treasurer
o 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
o He/she shall be responsible for the implementation of the
strategy of ESTRO, within the
budget approved and timeframes set.
o He/ she shall supervise the ESTRO Office, and chair the
management team with the Chief
Operating Officer and the Chief Financing Officer.
o He/she will be a member of the Executive Council and shall
assure the implementation of
the decisions made by the latter.
o 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
o He/she shall be responsible for the integrated services
within ESTRO.
o He/she will be a member of the Scientific Council and
shall assure the implementation of
the decisions made by the latter.
o He/ she shall be responsible for the operations of the
educational activities of ESTRO
and/or other Society activities.
o 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
o He/she shall be responsible for the financial support
functions within ESTRO.
o He/she will work together with the Treasurer and will
prepare all required reporting for
submission and approval by the Treasurer.
o He/she shall be responsible for the monthly/quarterly
reporting within ESTRO.
o He/ she shall be responsible for the tax and VAT reporting
of ESTRO.
o 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
- 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.
- 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
- 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.
- 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
- 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.
- 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
- 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.
- 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.