Articles of Association
Network for the Advancement of Patient Blood Management,
Haemostasis and Thrombosis
The persons subscribing to the present articles have formed an association under the terms of the French legislation on associations composed of the law passed on July 1, 1901 and the decree issued on August 16, 1901.
1. Association Name
The name of the association is “Network for Advancement of Transfusion Alternatives (NATA)” [Network for the Advancement of Patient Blood Management, Haemostasis and Thrombosis]
2. Association Purpose
The purpose of the association is to promote training and education in alternatives to blood transfusion, along with medical and scientific research in the disciplines involved. The association shall seek to accomplish these ends by implementing an international co-operative network at an advanced scientific level. Its activities shall cover the medical, legal and ethical aspects of the techniques concerned.
The association will promote the dissemination of information within the medical profession, including among hospital physicians. As an international association, it will be active both in France and abroad. It may make known the results of its work to others in France or abroad.
To further its goals, the association shall have the following powers:
- to give courses, hold conferences and produce publications
- to organise any sort of event, seminar or competition and award any bursary, prize or reward, etc.
- to provide medical information
- to promote research and development of new drugs, particularly blood substitutes.
The registered address of the association is: NATA c/o MedEd Global Solutions,
27 rue Raffet, 75016 Paris, France.
The location may be transferred by decision of the Board of Directors.
No condition regarding nationality of members shall apply. The association shall be made up of the following members:
1) Founding members;
2) Regular members, who have paid their annual membership dues set by association regulation or by-law. Applications for regular membership are open only to physicians, nurses, medical technicians, lawyers and specialists in bioethics. Administrators of health care facilities or institutions interested in transfusion rights.alternatives may also apply for membership. Such applications are subject to verification that the applicant is active in the field of research or application of blood conservation methods or transfusion alternatives. As required under Article 6 of the Articles of Association, such applications must be presented by two members of NATA and be approved by the Board of Directors. The Board of Directors may appoint a Membership Committee, to which lists of applicants may be submitted. The Committee shall provide the Board with its remarks or suggestions regarding such applicants. Acceptance of applications shall take into account the fact that NATA must remain a scientific association of a high level. It is therefore appropriate that all members potentially be able to contribute actively to the association’s work in accord with its mandate;
3) Correspondent Members. These members include all private individuals who are interested in following NATA activities but do not have the necessary qualifications to become regular members. Applications are subject to approval by the Board of Directors. Correspondent members may not vote at annual meetings and may not be appointed to positions on the Board of Directors;
4) Sponsor members.
5. Scientific Board
Members of the Scientific Board of NATA shall be regular association members who professionals from the medical or legal community particularly active in the disciplines involved in blood conservation and transfusion alternatives. They will be specialists whose investigation, research or publications are of international renown. Their appointment is subject to approval by the Board of Directors.
6. Admission as a Member
A person shall be admitted as a member of the association if he or she is introduced by two members of the association and his or her admission is approved by the Board of Directors.
7. Loss of Membership
A member may withdraw from the association at any time after payment of outstanding membership dues.
A person shall cease to be a member of the association:
- if he or she resigns from the association;
- if his or her membership is withdrawn by decision of the Board of Directors, either for failure to pay membership dues or on any other serious grounds;
- upon death where the deceased member is not replaced in the association by his or her heirs.
8. Financial Resources
The financial resources of the association shall include:
- Membership dues and entrance fees;
- Donations and testamentary bequests upon approval by the appropriate authorities;
- subsidies from governments and territorial bodies;
- Receipts from professional events;
- All other lawful sources of funds.
The association’s resources shall be used by the Board of Directors for the purposes specified in the present articles of association.
At year end, the Treasurer shall draw up the accounts or the financial statement of the year’s activities. These accounts or the financial statement shall be presented in writing to the Board of Directors who shall decide whether to adopt them and commission one of its members to present the final report to the members in a general meeting.
These various operations shall be completed so that the accounts or financial statement may be presented to the members assembled in their regular general meeting.
Only the association may be held liable for any commitments undertaken and be required to use its assets to discharge this liability; no member of the Board of Directors may be held personally liable.
11. Board of Directors
The association shall be managed by a Board of Directors.
Board Membership: Five members at least shall be elected for three years by an absolute majority of the members in a general meeting at the first round of a vote and by a relative majority at the second round. Board members shall be chosen from among the regular members of the association.
In the event of a vacancy in the Board, the Board of Directors shall act to fill the vacancy temporarily. A permanent replacement shall be elected at the next general meeting. The powers of a member thus chosen shall lapse when the term of the replaced member would normally have expired.
A completely new Board of Directors shall be chosen when its members’ three-year term expires. Outgoing Board members are eligible for re-election.
The Board of Directors shall choose from among its members a Chairman, a Secretary and a Treasurer, who together form the Office.
Board Meetings: The Board of Directors shall meet every year and whenever a meeting is convened by its Chairman or at the request of one-fourth of its members. Decisions of the Board shall be adopted by the votes of the relative majority of the members present. In the event of an equality of votes, the Chairman has a second or deciding vote. Minutes of the meetings of the Board shall be kept.
Remuneration of Board Members: The members of the Board shall not be remunerated for any of the duties of member of the Board of Directors.
Powers: The Board of Directors shall be responsible for the operation of the association. The Chairman, or in the absence of the Chairman, any other member delegated for this purpose by the Board of Directors, shall be the legal agent of the association and may validly sign all documents and private deeds under association seal as authentic on behalf of the association. He shall be commissioned to comply with all administrative formalities required by the laws and regulations in effect. In addition, the Board of Directors, may, by special commission, for one or more specific matters, delegate powers to the person it deems fit.
The association may, if two-thirds of the members gathered in a general meeting so decide, require the resignation of a member of the Board of Directors who no longer supports the principles of the association or who conspicuously neglects his duties.
12. General Meetings
A General Meeting of the regular members of the association shall be held once each year and whenever convened by the Board of Directors. The agenda of the meeting shall be drafted and set by the Board of Directors or at the request of at least one-fourth of its members.
The business of the meeting shall be:
- to receive the reports of the association’s professional activities and accomplishments and of the management of the Board of Directors;
- to receive and adopt the association’s accounts or financial statement for the previous financial year and the budget for the coming year;
- to consider the business specified in the meeting agenda;
- to appoint members of the Board of Directors or renew their membership.
Decisions shall be adopted by the votes of an absolute majority of the members present or represented (the vote of half the members plus one). Resolutions shall be evidenced by the minutes recorded in a book and signed by the Chairman and Secretary.
The association’s Secretary shall be the Secretary General at general meetings.
13. Extraordinary General Meetings
Any change in the present articles of association may be introduced only in an extraordinary general meeting convened by individual notice. Members meeting in an extraordinary general meeting shall also have authority to rule on the dissolution of the association.
At least two-thirds of the regular members must be present for a valid vote on a resolution, which shall be passed by the votes of two-thirds of the members present.
If a quorum is not present during the meeting convened for the first time, it shall stand adjourned until fifteen days later, and the members present at that second meeting, regardless of their number, shall be a quorum for the purpose of a valid vote.
14. Association Regulations or By-laws
Association regulations or by-laws, drawn up by the Board of Directors and approved by the members in a General Meeting, shall determine the conditions for the application of the present articles of association where necessary.
15. Accounting Year End
The association’s accounting period shall run from January 1 to December 31 every year. For the first year, it shall begin on the date on which the receipt for the legal registration of the present articles of association is delivered and shall end on December 31.
If the association is dissolved, the property in its possession at the time of dissolution shall be distributed according to a resolution put by the Board of Directors to the members in a General Meeting. In particular, assets may be allocated to another association with the same purpose.