Statutes

§ 1 Name, registered office, registration and financial year
(1) The association bears the name "European Complement Network (ECN)".
(2) It is registered in Ulm (Germany). The association is also subject to German law in relation to its members.
(3) The association should be entered in the register of associations at the District Court of Ulm. After being entered in the register of associations, it has the addition "e.V." (which means “eingetragener Verein” and its meaning in English is “registered association”).
(4) The association's financial year is the calendar year. The period up to 31.12. of the calendar year of the foundation constitutes a (short) financial year.

§ 2 Purpose of the association, specification of the purpose of the association
(1) The purpose of the association is the maintenance and promotion of science and research in the field of the complement system and other related fields. Funds of the association may only be used for statutory purposes. The members do not receive payments from the association. Donations may only be made to the corporations or persons under public law specified in § 58 No. 1 AO.
(2) The purpose of the association is realized in particular by
- Providing a platform for the dissemination of information and a channel for collaboration and communication between researchers and physicians;
- Organization and implementation of scientific conferences, in particular the biennial European Meeting of Complement in Human Disease (EMCHD);
- Arranging and providing supportive services to all students, scientists and physicians working in the field of complement research.
- ECN supports continuing education and training for students, scientists and doctors;
- Awarding awards, prizes and prize money to complement researchers who have made an important contribution to research into the complement system.
- Awarding of scholarships.

§ 3 Non-profit status, selflessness
(1) The association pursues exclusively and directly charitable purposes within the meaning of the section "Tax-privileged purposes" of the tax code.
(2) The association is selflessly active. It does not primarily pursue its own economic purposes.
(3) The association's funds may only be used for statutory purposes. Members do not receive any profit shares. In their capacity as members, they do not receive any other benefits from the association's funds. If they leave, if the association is dissolved or cancelled, they will not receive a share of the association's assets.
(4) No legal or natural person may be favoured by expenses that are alien to the purpose of the association, or by disproportionately high support, grants or remuneration.
(5) Members are active on a voluntary basis and are only entitled to reimbursement of proven expenses.
(6) The association does not promote any efforts within the meaning of § 4 of the Federal Constitutional Protection Act and does not contravene the idea of international understanding.

§ 4 Membership
(1) All scientists, physicians and associated postdocs, students and trainees in Europe studying the complement system and complement-related diseases are invited to actively participate in ECN activities. Any natural person or legal entity can become a member of the association.
(2) The acquisition of membership requires an application for membership, which is usually to be sent via the registration for the biennial European Meetings on Complement in Human Disease or is sent directly to the ECN Board.
(3) The Executive Board, which can also delegate this task to an individual member of the Executive Board, decides on the application for membership at its own discretion. Admission can be refused without justification.
(4) Membership begins with the confirmation of admission by the Executive Board.
(5) Persons who have made a special contribution to the promotion of the association's purpose can be appointed honorary members by resolution of the board.

§ 5 Rights and duties of the members
(1) With the admission to the association, the member recognizes the statutes. It undertakes to comply with the statutes and regulations of the association as well as the resolutions of the association's bodies. The members are obliged to promote the interests of the association and to refrain from anything that is contrary to the reputation and purpose of the association.
(2) All members are entitled to actively participate in the ECN activities and to take part in the events of the association.
(3) The members are obliged to pay annual subscriptions and, if ordered accordingly, to pay allocations. The amount of membership fees and allocations is determined according to § 7 by the general meeting.
(4) Each member is obliged to provide the board with a contact address (preferably an e-mail address) and to notify any changes immediately.
(5) Honorary members are exempt from the obligation to pay membership fees and contributions. Otherwise, they have the same rights as full members.

§ 6 Termination of Membership
(1) Membership expires through death (in the case of legal entities through the cessation of legal capacity), through voluntary resignation, through deletion from the list of members or through expulsion from the association. Obligations to the association are to be fulfilled by the end of the current financial year.
(2) Voluntary resignation can be made by written declaration to a member of the Executive Board. It is permissible at the earliest at the end of the calendar year that follows the year of entry and is subject to a period of notice of three months.
(3) A member can be removed from the list of members by resolution of the ECN Board if it is in arrears with the payment of the fee. If the regular fee is paid, a resumption of membership without additional payment is possible at any time by resolution of the ECN Board.
(4) A member can be expelled from the association if there is an important reason. The exclusion is made by resolution of the ECN Board in a meeting at which at least two thirds of the members of the ECN Board must be present.
(5) Reasons for exclusion are in particular
• Gross or repeated violations of the statutes, regulations or resolutions of the association by the member
• Serious damage to the association’s reputation.
(6) Before the resolution on the expulsion is passed, the member is to be given the opportunity to justify himself personally to the board or in writing within a reasonable period of time that is communicated to the member. The decision on the exclusion is to be justified in writing and made known to the member. The member can appeal against the decision of the ECN Board at the General Assembly. The appeal must be submitted in writing to the ECN Board within one month of receipt of
the exclusion decision. If the appeal is filed in time, the next ordinary general meeting will decide.

§ 7 Membership Fees
(1) Members are charged annual fees in accordance with the membership fee regulations. The amount and due date of the membership fees are determined by the general assembly. An admission fee is not charged.
(2) Extraordinary contributions can be ordered in the form of a levy if and to the extent that this is necessary for the implementation of special projects covered by the purpose of the association. The amount and due date of the contribution are determined by the general assembly.
(3) If a member is in arrears with the payment of its contribution, its voting rights shall be suspended until the arrears have been settled.

§ 8 Bodies of the Association and Remuneration
(1) Organs of the association are the General Assembly, the ECN Board and the Executive Board.
(2) The members of the ECN Board and the Executive Board, who are members of the former, also work on a voluntary basis. They are entitled to reimbursement of the expenses incurred.
(3) The ECN Board members may receive remuneration. The General Assembly decides on the granting of the remuneration in terms of the reason and the amount. The general meeting can also decide on an appropriate expense allowance within the meaning of § 3 No. 26a of the German Income Tax Act (§ 3 Nr. 26a des deutschen Einkommensteuergesetzes).

§ 9 General Assembly
(1) The General Assembly is the supreme body. It consists of the members present who are entitled to vote. Each voting member has one vote at the General Assembly.
(2) The regular general assembly is convened if the interests of the association so require, at the latest every two years at the ECN Congress.
(3) An extraordinary general meeting takes place if it is in the interest of the association or if at least one fifth of all members request it in writing, stating the purpose and reasons.
(4) The General Assembly is convened in writing by the President or the Deputy President in writing or by e-mail with a notice period of two weeks, stating the agenda. The period begins on the working day following the sending of the invitation. The letter of invitation is deemed to have been received by the member if it is sent to the last postal or e-mail address given to the association in writing by the member.
(5) The agenda is set by the president or deputy president. Each member can apply in writing to the president or deputy president for additional agenda items to be included no later than one week before the date of the meeting. If applications are made later (time of receipt is decisive), they can only be discussed and decided on if at least two of the members present with voting rights confirm the urgency. This does not apply to applications to change the articles of association, to dissolve the association, to exclude a member or to dismiss or re-elect board members; these are to be communicated to the members by the president or deputy president in the invitation to the general assembly.
(6) The general meeting can be held as a face-to-face meeting or as a virtual general meeting. All participants of the general meeting meet at a common place for the face-to-face meeting. The virtual general meeting takes place when all participants dial into a video or telephone conference. A combination of a face-to-face meeting and a virtual general meeting is possible by giving members the opportunity to take part in the face-to-face meeting via video or telephone conference. The president or deputy president decides on the form of the general meeting and announces this in the invitation to the general meeting. If the President or Deputy President invites you to a virtual general meeting, he or she (or the secretary) will e-mail the members the dial-in data for the video or telephone conference at least one hour before the start of the general meeting.
(7) The members of the association can also pass resolutions outside of a general assembly. For this purpose, the president or deputy president informs each member in writing or by e-mail of the relevant proposed resolution by sending it to the last postal or e-mail address given by the member. Along with this notice, the President or Vice-President shall determine the time limit within which voting is possible and whether the voting is to be in writing or by e-mail. The deadline is at least three days from receipt of the draft resolution. The draft resolution is deemed to have been received when it is sent to the postal or e-mail address of the President or Deputy President or Secretary. The resolution is passed with the majority of the votes cast in due time and form. In the event of a tie, the application is deemed to have been rejected. A legal majority is required for changes to the statutes, changes in purpose or the dissolution of the association. The President shall inform all members of the voting result in writing or by e-mail within one week.

§ 10 Tasks of the General Assembly
The General Assembly is responsible for
a) the approval of the annual accounts,
b) the election and dismissal of the members of the ECN Board,
c) the exoneration of the members of the ECN Board, 
and decisions about
d) the remuneration and reimbursement of expenses of members of organs or members,
e) the amendment of the articles of the association,
f) the dissolution of the association.

§ 11 Resolution of the General Assembly
(1) The President chairs the General Assembly. If he is unable to attend, the general assembly will be chaired by the deputy president, or if he is unable too, by another board member. If no board member is present, the leader is determined by the general assembly. The chairman of the meeting appoints a minute taker.
(2) The General Assembly is not open to the public. A non-member can be granted access to the general assembly as a guest. The chairman of the meeting decides on admission.
(3) Every general meeting convened in accordance with the articles of association has a quorum, regardless of the number of participating members.
(4) Voting takes place by a show of hands if the chairman of the meeting does not determine any other type of voting. It must take place in secret if at least one third of the members request it.
(5) When passing resolutions, the simple majority of the valid votes cast decides. In the event of a tie, an application is deemed to have been rejected.
(6) A majority of three quarters of the valid votes cast is required for a resolution on an amendment to the Articles of Association.
(7) A majority of four fifths of the valid votes cast is required for resolutions on the dissolution of the association and on changing the purpose of the association.
(8) Minutes must be taken of the resolutions of the general meeting, which must be signed by the chairman of the meeting and the minute taker. It should contain statements about the place and time of the meeting, the person chairing the meeting and the minute taker, the number of members present, the agenda, the type of voting and the individual voting results. In the case of amendments to the Articles of Association, the provision to be amended and the exact wording of the amended provision must be stated.

§ 12 ECN Board and Executive Board
(1) The Board of the association consists of 12 to 14 members (ECN board) who come from as different European countries as possible and should be active in complement research. No more than two members can be appointed at the same time from each European country. The Board of Directors elects from among its members a President who is President-Elect for the next two years until taking office and after which time automatically becomes President, a Secretary and a Treasurer.
(2) The President is elected for a period of four years, prior to which he is President-Elect for two years and then Past President for two years. Re-election is not possible.
(3) The Executive Board and “Vorstand” within the meaning of Section 26 of the German Civil Code (§ 26 BGB) are:
a) the President,
b) Deputy-President - this is the previous President, "Past President" for the first two years of the Presidency and the "President-Elect" for the last two years.
c) the secretary and
d) the treasurer.
(4) The association is represented in and out of court in all association matters by two of the four named members of the executive board. Each member of the executive board has sole power of representation to accept declarations of intent that are to be submitted to the association.
(5) A member of the board is elected by the general meeting for a term of six years (with the exception of the president, who remains on the executive board and board until the end of the "past presidency"). However, he remains in office until a new board member is elected. Several board offices cannot be combined in one person. An immediate re-election is only possible for the treasurer. In addition, former board members can be re-elected if at least four years have passed since their last board membership.
(6) In order to ensure continuity, no more than five ECN Board members should be replaced at the same time. In the event that more than five members of the ECN Board reach the end of their regular term of office at the same time, the ECN Board shall determine the required number of members of the ECN Board from among its members whose term of office will extend by additional two years. This decision by the ECN Board is cast in a non-public meeting and has to be reached one year before the end of the regular term of office of the more than five ECN Board members. Should the President belong to this group of regularly retiring Board members, his term as a Board member will be automatically extended until the expiration of the “Past Presidentship”.
(7) The remaining terms of office of the members of the ECN Board and Executive Board elected in the year of foundation are determined once, deviating from the above regulations, by resolution of the founding members. When passing this resolution, the periods of membership in the bodies of the predecessor organization should be taken into account for the assessment of the remaining terms of office.
(8) The office of a board member ends after the end of the term of office. The board member remains in office until a successor is appointed. The office also ends through death, through resignation as a member of the association, through resignation to the general meeting, which is permissible at any time with a notice period of four weeks, as well as through revocation of the appointment to the ECN board by the general meeting (dismissal). A dismissal is only possible for important reasons. An important reason exists in particular if the board and/or the board member commits a gross breach of duty or is unable to properly manage the association's business. The board member concerned must be heard beforehand.
(9) If a board member resigns during the term of office, the other board members elect a substitute member until the next general meeting. This time does not count towards the 6-year period on the ECN Board.

§ 13 Duties of the ECN Board
(1) The board carries out all tasks of the association, insofar as they are not assigned to another organ of the association by the statutes. Its tasks include in particular:
• Setting up a local organizing committee for the ECN Congress and individual training courses
• Determination of the basic scientific content and supporting the framework of the program of the ECN Congress in cooperation with the local organizing committee
• Audit of the accounts of the congress
• Resolution on the admission of members
• Organization of training courses and specification of the guidelines for the training program
• Creation of guidelines for awarding prizes and grants.
• Creation of a fee schedule.

§ 14 Duties of the President
The tasks of the President include in particular:
• Management of the day-to-day business of the association
• Convening and conducting meetings of the ECN Board and Executive Board
• Convening and chairing the general meeting
• Execution of the resolutions of the Board, the Executive Board and the general assembly

§ 15 Duties of the Secretary
The duties of the secretary include in particular:
• Assistance to the President in management and administration
• Preparation of an annual report
• Preparation of the general meetings and drawing up the agenda
• Maintaining and updating the website
• Preparation of minutes.

§ 16 Duties of the Treasurer
The duties of the Treasurer include in particular:
• Preparation of a budget for each financial year
• Preparation of financial information for board meetings
• Accounting and preparation of annual financial statement
• Tax declaration
• Management of the bank account
• Execution of payment transactions
• Management of membership fees.

§ 17 Resolutions of the ECN Board and the Executive Board
(1) Resolutions of the ECN Board and the Executive Board are usually agreed on in meetings. The Board and Executive Board members are convened by the President or the Deputy President as required, but at least once a year, with a notice period of two weeks. The agenda will be communicated at least one week before the date of the meeting. The Board and the Executive Board must also be convened if a member of the Board or Executive Board requests this. The meetings are to be held either in person or in virtual form. A combination of face-to-face event and virtual meeting is possible. Meetings of the Board and the Executive Board take place as face-to-face events at the place where the association is registered, unless all members agree to a different venue.
(2) A board member can be represented at the meeting by another board member. No board member can represent more than one other board member.
(3) The ECN Board and the Executive Board have a quorum if at least half of its members, including the president or the deputy president, are present or represented after proper summons. If this is not the case, the ECN Board or Executive Board members must be convened again within two weeks with the same agenda. Then
the meeting has a quorum regardless of the number of members present if this is expressly referred to in the summons.
(4) The ECN Board and the Executive Board make their decisions with a simple majority of the votes cast. Abstentions count as votes not cast. In the event of a tie, the vote of the President, alternatively that of the Deputy President, shall be decisive.
(5) Minutes are to be taken of the meetings and prepared by the secretary (and if he is absent by a recorder to be determined).
(6) A decision by the ECN Board and the Executive Board can be made by written vote or in any other suitable form (e.g. e-mail or as part of a virtual meeting) if all members of the Board or Executive Board agree.

§ 18 Liability of the association bodies and representatives
Association bodies, special representatives and the association members commissioned to represent them are only responsible for wilful intent and gross negligence. If they are obliged to compensate a third party for damage caused by the performance to which they are entitled, they can demand release from the obligation from the association. Sentence 2 does not apply if the damage was caused intentionally or through gross negligence.

§ 19 Dissolution of the association
(1) The association can be dissolved by resolution of the general assembly.
(2) The dissolution resolution requires a majority of four fifths of the valid votes cast.
(3) The liquidation is carried out by the members of the ECN Board who are in office at the time the resolution is passed, provided that the General Assembly does not determine other liquidators with a simple majority.

§ 20 Contingency
In the event of the dissolution or cancellation of the association or in the event that its charitable purpose ceases to exist, the association's assets pass to a legal entity under public law or another tax-privileged corporation for use in the field of research and science in the area of the association's purpose according to § 2.

§ 21 Entry into force
These statutes, which were approved by the founding assembly on 17.07.2023, come into force when the association is entered in the register of associations at the district court of Ulm under the number VR Ulm 722418.