1. Name and place of business
(A): The name of the association is the EUROPEAN SOCIETY OF TATTOO AND PIGMENT RESEARCH (hereinafter for convenience referred to as ESTP or the”Society”.
(B): The principal place of business of the Society shall be Copenhagen, Denmark.
(C): The official language of the Society shall be English, and the Society is governed by the present version in English of the statutes, prevailing over any translations into other languages, which are for information only.
2. Objectives of the Society
(A): To advance new and original medical, chemical, physical, toxicological, psychological, anthropological, social and other aspects of academic research on tattoos in man including any aspect of pigment and dye research. The fulfillment of the object shall be shared in a cooperation with researchers in any country or region of the world irrespective the primary geography of operations of the Society is Europe and the national states of this region.
(B): To deliver independent expert advice to public institutions and other parties who may request so. Moreover, to nominate academic experts, who in the name of the Society and under reference to the Society may serve in European, national and other expert groups or panels, including the European Union and its institutions and the European Council? Expert advice in the name of the Society can also be given to countries, institutions and parties outside Europe as it may be decided by the Society.
(C): To educate the medical community and any other groups of professionals in diagnosis, treatment and prevention of adverse events, risks and hazards associated with tattoos and tattooing, and advance the medical diagnosis and treatment of complications of tattooing and tattoos and, moreover, pigments and dyes of all kinds in contact with or installed in the skin. Education also includes public education and education of tattooists and their customers.
(D): To advance, nationally and across national borders the manufacturing, distribution and sales of safer or safe tattoo ink products as well as other coloring products prepared for the decoration of skin or in close contact with skin. These objectives also include the advancement of safer or safe ingredients, auxiliaries and other constituents of products as well as ensuring that tattoo ink products are without microbial contamination and bare no risk of infection of the person being tattooed.
(E): To act as advocate of persons or patients who develop or potentially may develop complications or adverse reactions through tattooing. This advocacy accounts the general population as well as individual persons or groups under special risk.
(F): To develop and support research projects, guidelines and publications of any kind and at any medium in advance of the objectives of the Society.
(G): To purchase, take on lease or in exchange, hire or otherwise acquire in the name of the Society any real or personal property or any rights or privileges which the Society deems necessary or conductive to the promotion of its objects and to maintain, alter or construct any building or structure necessary or convenient for the work of the Society.
(H): To sell, lease, mortgage, dispose of or otherwise deal with all or any of the property or properties of the Society.
(I): To employ such persons and retain the services of such persons, companies or corporations as are necessary to give effect to the object of the Society.
(J): To carry out such other lawful activities as may be incidental to or conductive to the attainments of the objectives of the Society.
3. Non-profit making
The Society shall be a non-profit making organization. The society shall be independent of commercial and political interests.
(A): All application for membership must be in writing and sent to the Secretary General or the Chairman who shall from time to time present membership applications to the Board for approval or rejection, and for the determination of the category to which the member will be assigned.
(B): All applicants must agree to comply with the rules relating to membership as outlined in the bylaws of the Society from time to time.
(C): The first 6 calendar months’ membership is a qualifying period. During such qualifying period members are not entitled to rights which include ability to vote and to stand for any elections.
(D): The number of members shall be unlimited. It cannot however at any time be less than three.
5. Categories of membership
The members of the Society shall be
(A): Ordinary members
Any person who is a national of an eligible European country (eligible country at any time follows the decision of the Board) can be an Ordinary member of the Society.
This category of members is open to such eligible persons who accept the principles and the purpose of the ESTP and who are accepted by the board according to Art. 4 of the statutes.
Ordinary members shall be entitled to vote but are not eligible to be elected to the Board or to the Executive Committee.
(B): Specialist members
This category of membership is open to:
a. Physicians who are specialists in dermatology, in plastic- and reconstructive surgery or authorized in laser surgery, who are certified as specialists in Europe, and European nationals who are certified as specialist in the mentioned specialties in other countries.
b. Scientists holding a PhD degree or the equivalent in the mentioned clinical specialties and/or subjects related to the biology of the skin such as biology, chemistry, physics, sociology, psychology, anthropology, epidemiology and who are engaged in full time research in subjects relevant for the Society and its objectives.
c. Persons with outstanding or remarkable personal merits, backgrounds or contributions within the field of tattoo and pigment research, who are qualified across academic specialties as mentioned above or on their own grounds. This includes specialists from technical sciences.
Specialist members shall be entitled to vote and are eligible to be elected to the Board and as Officers of the Society.
(C): Junior members
This category of membership is open to clinicians or scientists (see above) in full specialist training or full time research (see above). Junior members shall pay a reduced fee and may apply for specialist membership, when they qualify.
Junior members shall be entitled to vote but may not be elected to the Board or elected as Officers of the Society.
(D): International members
This category of membership is open to.
a. Specialists in dermatology, specialists in plastic- and reconstructive surgery and specialists in laser surgery, who are certified as specialists outside Europe and of non European Nationality, and scientist holding a relevant PhD degree according to Art. 5B.
b. Physicians or scientists with special interest in tattoo and pigment research and of non European Nationality who otherwise would be eligible for Ordinary membership.
International members are entitled to vote and are not eligible to be elected to the board or as Officers of the Academy.
(E): Supporting members
Supporting members are organizations or institutions of any nationality, which are active in the field of tattoo and pigment research and share objectives with the ESTP.
Supporting members will include:
Research societies in the fields of medicine, biology, chemistry etc., i.e. fields relevant to the ESTP objectives, Art. 2.
Regulatory bodies and public institutions independent of country and region.
Corporate companies, Tattooist’s organizations, Organizations representing Manufacturers and Distributors of inks and colorants, Consumer and Patient interests groups.
Supporting members shall not be entitled to vote and are not eligible to be elected members of the Board of Directors or as Officers of the Society.
(F): Honorary members
Honorary membership may be granted to distinguished persons who have performed particular meritorious research or services to the Society in fulfillment of the objectives of the Society.
Honorary members shall pay no subscription to the Society. Honorary members shall if of European Nationality be entitled to vote and are eligible to be elected to the Board or be appointed as Officer of the Society.
6. Suspension of membership
Annual membership fees must be credited to the Society for each calendar year by 31 May. Members whose fee payment is not credited to the Society are excluded from all rights of membership and from benefits. Members whose fee payment is credited to the Society after 31 May are again entitled to benefits from the credit date, and to member rights such as voting and standing for election from 1 January of the following year.
7. Termination of membership
A person shall ipso facto cease to be a member of the Academy with immediate effect upon the happening of any of the following events:
- Upon death.
- Upon resignation in writing to the Secretary General.
- Upon expulsion pursuant to Statute 8 hereof.
Upon ceasing to qualify for one of the categories of membership of the Academy pursuant to Statute 5 hereof.
(A): Subject to Statute 8 (b) the Board, having received a complaint in writing against a member, may expel such member from the Society if in the opinion of a majority comprising not less than two thirds of the members voting in secret ballot shall deem such member to be an unfit or unsuitable member of the Society by reason or on account of his/her failure to observe any of the statutes of the Society or of his having acted or behaved or omitted to act or behave in any respect in a manner deemed to be detrimental to the interests of the profession or the Society or calculated to bring the Society into disrepute.
(B): Such members shall be given not less than fourteen days’ clear notice of such a meeting and shall be entitled to be present thereat in person and/or represented by their legal advisors and to a hearing at any such meeting.
(C): Subject to the approval of not less than two thirds of the members of the Board voting at the meeting, a sanction less severe than expulsion (and to include suspension from membership for such period as may be thought fit) may be imposed.
(D): A member to be expelled or otherwise dealt with in accordance with the foregoing provisions of this statute shall forfeit all claims to return of any monies paid by him to the Academy whether for annual membership fee or otherwise howsoever.
(E): The Board if it so decides may request an ad hoc committee to examine the issues relating to the conduct of a member whose expulsion is being proposed and to report their findings to the Board prior to a vote being taken.
9. Membership fees
(A): The membership fee for all categories of membership shall be determined by the Board from time to time and shall be paid at the beginning of each calendar year in a single payment credited to the Society by 31 May. The Board may grant a reduction in the membership fee in exceptional cases. If the membership fee is not timely credited suspension of membership is affected according to Art. 6.
(B): It is at any time the obligation of Members irrespective of category of membership to keep the Society informed about their present electronic and postal address. Members carries the responsibility for loss of opportunity to fulfill any rights they have as Members of the Society if they cannot be approached via the electronic mail address they have reported to the Society.
10. General meeting
(A): The Society shall in each one, two or three years hold an Annual General Meeting in addition to any other meetings in that year and shall specify the meeting as such in the Notices convening it. Not more than thirty-six months shall elapse between the date of one Annual General Meeting of the Academy and the date of the next.
(B): The Annual General Meeting of the Society shall be held at such a time and at such a place as the Board shall appoint.
(C): All General Meetings other than the Annual General Meeting shall be called Extraordinary General Meetings.
(D): An Extraordinary General Meeting shall be convened by the Secretary General on receipt of a requisition in writing clearly outlining the purpose of the Extraordinary General Meeting from the Executive Committee or 50% (fifty per cent) plus one of the Board or 1/5 (one fifth) of the membership of the Society.
11. Notice of general meetings
Not less than six weeks notice shall be given of all General Meetings except in the case of emergency when the Board may convene an Extraordinary General Meeting on giving not less than fourteen days’ notice. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given and shall specify the place, day, hour and agenda of the meeting and, in the case of special business, which shall include any matter that may require a resolution of the members of the Society, details of the general nature of that business and will be sent (together with all necessary accompanying documentation and voting papers) to each member.
12. Proceeding at general meetings
(A): All business shall be deemed special that is transacted at an Extraordinary General Meeting and also all that is transacted at an Annual General meeting with the exception of the following matters which shall be deemed to be the ordinary business of the Annual General Meeting as follows: -
- The election of the Members of the Board.
- The approval of any changes to these statutes.
- The consideration of the reports of each of the Officers of the Society for the previous year.
- The consideration of the report of the Board.
- The consideration of the Society's plans for the following year(s).
(B) No business shall be transacted at any General Meeting unless a quorum of members is present at the time when the meeting proceeds to business.
No motion or resolution of the members shall be passed at any General Meeting unless the subject of such motion or resolution is noted in the agenda of the relevant General Meeting circulated in accordance with Article 11 hereof.
Any resolution of the members to be passed at any General Meeting shall be passed by a majority of the members voting at the relevant General Meeting.
Any Officer of the Society may be removed from office by means of a resolution passed by the members at any General Meeting provided that the Chairman or Secretary General has given the relevant Officer of the Society not less than fourteen days’ clear notice of the fact that such a resolution shall be voted upon at the relevant General Meeting and that the relevant Officer of the Society is given the opportunity to address the members present at the relevant General Meeting before any vote is taken by such members.
A member shall not at any time vote on any matter relating to a contract, proposed contract or legal proceedings between the Society and himself/herself or his/her spouse or any of his/her ascendants or descendants in a direct line.
(C): If within half an hour from the time appointed for the Meeting a quorum is not present, the Meeting shall stand adjourned to such other day and such other time and place as the Board may decide and if at the adjourned Meeting a quorum is not present within half an hour of the time appointed for the meeting, the members present shall constitute a quorum.
(D): The Chairman of the Society shall preside at every General Meeting of the Society with all appropriate powers and privileges. If he is unable to attend, the General Secretary shall preside and if neither of them is able to attend the Chairman shall nominate an Officer of the Society to preside in their absence. The Chairman or his nominated replacement will, as presiding officer of the General Meeting, have a casting vote.
13. Votes of Members
(A): Eligibility to vote:
Every Ordinary, Specialist, Junior, Honorary and International member in good standing has one vote.
(B): Exclusion from voting:
No member shall be entitled to vote at any General Meeting unless his / her current annual membership fees and other sums payable by him to the Society shall have been paid in full by 31 May as specified in Art.6.
(C): Validity of votes:
No objection shall be raised to the qualification of any voter except at the General Meeting or adjourned General Meeting at which the vote objected to is given or tendered. Every vote not disallowed at such General Meeting shall be valid for all purposes exercised at such General Meeting. Any such objection made in due time shall be referred to the Chairperson of the General Meeting whose decision shall be final and conclusive.
(D): Procedure of voting:
Voting may be carried out personally, or by post or by electronic mail as detailed in the convening notice. The details of the relevant voting procedure shall be decided from time to time by the Board and will be outlined on the notice convening such meetings.
(E): Administration of Elections:
Unless otherwise specified by the Board, the Secretary-General shall administer elections with the advice and assistance of the Officers of the Society and if relevant the Society’s legal advisors or an ad hoc Election Committee as decided by the board.
14. Candidates for election
Only Specialist Members and Honorary Members of European Nationality are according to Art. 5 entitled to stand for election. All candidates going forward for election must be approved by the Board or a Nominating and Election Monitoring committee decided ad hoc by the Board. All candidates must agree to adhere to good code of conduct, complete the Conflict of Interest statement of the Society and adhere to any rules governing the behavior of candidates presenting for election as provided for in bye laws. Failure to do so may invalidate the candidature.
The Society shall be administered by the Board which shall be composed of Specialist Members and European Honorary Members of the Society elected as follows:
The Board comprises up to 25 voting members and, if decided by the General Meeting 1-5 deputies.
Board members shall whenever possible represent the geography of Europe namely the Central, Nordic, Southern, Eastern and Western regions.
The General Meeting can on the proposal of the Board nominate up to 3 co-opted advisers or observers to the Board. Advisers shall contribute with their special expertise or represent organization or bodies the Society cooperates with, and they shall contribute to the fulfillment of the objectives of the Society. These have no vote and need not be members of the Society.
15. Elections to the Board
(A): Voting members of the Society shall elect the Board Members by voting at the General Meeting in an election according to 13(d) and (e) above and subject to article 17 below.
(B): The presiding officer has a casting vote.
(C): The Chairman or his nominee is the presiding officer at all meetings of the Board.
(D): The Board Members are elected for a period of six years and may be re-elected once.
(E): The General Meeting can exceptionally decide to re-elect a Board member twice, the third period being 3 or 6 years.
(F): The first General Meeting of the Society can decide to limit the active period of Board Members to three years, with re-elections according to 16(e).
(G): Deputies, who shall be Specialist Members, are appointed for 3 years or as decided by the General Meeting.
(H): Observers and advisers are nominated for a period of 3 years or as decided by the General Meeting.
16. Eligible European countries
The European Countries determining the priority of activity of the Society and defining the category of memberships shall be the countries recognized as being within the geographic boundaries of Europe by the European Union together with any other European Country situated at least partly within the geographic boundaries of Europe which has been accepted as an eligible European Country by the Board.
17. Powers, duties and procedures of the Board
(A): The business and management of the Society shall be subject to the approval of the Board which shall exercise all such powers of the Society as are not by these Statutes required to be exercised by the Society in General Meetings subject nevertheless to these Statutes and to such direction as may be given by the Society in General Meeting. No direction given by the Society in General Meeting shall invalidate any prior act of the Board which would have been valid if that direction had not been given.
The Board shall elect the following as the Officers of the Academy (hereinafter for convenience referred to as "the Officers of the Academy"), being:
The Chairman, or be titled President if so preferred
The Secretary General, or be titled Co-Chairman if so preferred
These elections shall be conducted by secret ballot of the members of the Board one Board Member request it so to be done.
(B): The Board shall, from time to time, make bylaws and may alter or rescind any bylaws so made provided that no such bylaw may be altered or rescinded by a subsequent Board unless with the express consent of the majority of the members of such Board relating to the following:
The manner of conducting the proceedings of meetings of the Board.
The management and conduct of the business of the Society not specifically referred to the members of the Society in General Meetings.
The management of all premises and property of the Society and the conduct of business and functions and any such premises and property.
The duties of the Officers of the Academy.
All such other bye laws as the Board feel are necessary for the proper running and management of the Academy in accordance with these Statutes.
(C): The Board shall meet as often as the interests of the Society so require but at least once per annum. The meeting shall be convened in the following manner:
At the direction of the Chairman
At the direction of a majority of members of the Board
(D): No business shall be transacted by the Board unless at least half the members of the Board are heard.
(E): Unless expressly stated differently in these Statutes, all resolutions of the Board shall be passed by a majority of votes cast. If an equal number of votes are cast for and against any resolution, the Chairman or his nominated replacement shall have the casting vote.
(F): The Secretary General shall keep the minutes of the Board meetings which shall be entered into a minute book having been signed by the Chairman and the Secretary General when agreed as a valid record by a vote of a majority of the Officers who attended the meeting in question.
(G): The Board will have the authority to appoint and dismiss committees (and their chairpersons), who will report on their activities as required by invitation to the Board meetings (without voting rights thereat).
(H): The Board may appoint an Administrator to assist in the day to day management of the activities of the academy. The administrator may attend the meetings of the Board and Executive Committee in an advisory role unless specifically requested not to attend by the Chairman, or a majority of the members of either of these bodies.
(I): A Board member will be suspended or dismissed from office if suspended or dismissed from membership.
(J): Electronic consultation and voting are acceptable procedures for all committees, the Executive Committee (hereafter called the EC) and the Board.
18. Powers, duties and procedures of the executive committee
(A): The day to day management of the Society is delegated by the Board to the EC shall be comprised of the following members:
- The Chairman of the Society
- The Secretary General of the Society
- The Treasurer of the Society
One member of the Board elected by the Board from within their members. This member ideally is from a country or region which is not already represented on the Executive Committee by the Chairman, or the other Officers of the Society.
(B): The EC may invite members of the Society (or others) to attend meetings or parts thereof in an advisory role without voting rights.
(C): The Chairman or his nominated substitute will preside at all EC meetings and in the event of a tied vote shall have a casting vote.
(D): All members of the EC shall be entitled to vote on all matters.
(E): The Secretary General shall keep the minutes of all EC meetings which shall be entered into a minute book having been signed by the Chairman and the Secretary General and agreed as a valid record by a vote of the majority of the members who attended the EC meeting in question. The minutes of all EC meetings will be forwarded to the Board when approved.
At the end of each financial year the Treasurer with the advice and guidance of the Society’s accountant shall draw up the annual accounts for the expiring year and the budget for the following year for consideration by the Board, and ensure that the accounts of the Society are submitted timely to authorities as law may request.
20. Duration of office
(A): The duration of office for the Chairman, the General Secretary and the Treasurer of the Society is 6 years. Officers of the EC are eligible to stand for re-election to their present position as to any office which they held any time before as long as they are elected Board Members holding the right to vote in the Board.
(B): The General Meeting may at any time dismiss Officers of the Academy provided that this is on the agenda of the meeting; the Officer of the Academy in question has been given notice and has an opportunity to present their case, and a two thirds majority of members voting support the dismissal.
(C): In the event of death, severe illness or incapacity of the Chairman, the General Secretary shall take over the function of Chairman. If this is required for longer than a 3 month period, then the term of office of the new Chairman shall be deemed to have started from the time that he took up the position of the previous Chairman.
21. Legal proceedings
Any two members of the Executive Committee acting jointly may represent the Society in all dealings with third parties including legal proceedings.
22. Amendments to statutes
The Board voting by a majority of two thirds of its members, may propose changes to the Statutes. Such proposals shall after cross referencing be presented to the General Meeting for decision.
The Society in General Meeting by a majority of not less than two thirds of the members voting may extend, amend or appeal the Statutes for the time being in force. Voting will not be limited to eligible members physically present at the Extra Ordinary General Meeting but will include the option of electronic and / or postal voting .
A copy of every proposed amendment to the Statutes which is to be laid before the General Meeting of the Academy shall not less then six weeks before the date of the General Meeting be sent (together with all necessary accompanying documentation and voting papers) to each member of the Society electronically and/or via the ESTP website. It is at any time the duty of members to report their present electronic and postal address to the Society. Voting of the Society on amendments to the Statutes shall proceed if members with voting rights cannot be contacted. Amendments to the Statutes may either be accepted or rejected at the General Meeting but may not be altered or amended from the floor of the General Meeting.
In the event of dissolution of the Society, the members of the Society will be notified of the General Meeting convened for that purposes and be sent voting papers with this agenda item and shall, if necessary appoint liquidators, determine their powers and decide on the destination of the assets of the dissolved Society, following discharge of its liabilities.
24. General provisions
All functions performed within the Society by its Members and by the Members of the Board, of the Executive Committee and of other Committees will normally be discharged gratuitously and only out of pocket expenses can be reimbursed.
Upon rules of the Danish Tax Authority, a fee can be granted to the Members of the Board or of the Executive Committee or of other Committees in consideration of their particular activity for ESTP.
In these statutes save where the contrary intention expressly appears, the masculine shall include the feminine the singular the plural and vice versa.
Reference in these statutes to “in writing” shall include notices and
accompanying documentation sent electronically via email or other comparable technology, and, for the avoidance of doubt, Notices convening General Meetings of the Society and documentation required under these statutes to accompany such notices may be served electronically and where so served shall be deemed to have been received by the recipient Member on the date and time of sending unless a failure notice is received within twelve hours of the email being sent.
Members of the Society are responsible of the debts of the Academy only within the limit of the value of its social share of capital.