ARTICLE 1 – NAME

An association governed by the law of 1 July 1901 and the decree of 16 August 1901 is hereby established between the members of the present statutes, under the name of GROUPE EUROPEEN D’ETUDE DE LA NEPHROPATHIE DIABETIQUE ” EDNSG ”

(EUROPEAN DIABETIC NEPHROPATHY STUDY GROUP ” EDNSG “).

ARTICLE 2 – PURPOSE

The purpose of this association, in France and abroad, is:

– To promote exchanges between people with an interest in diabetic kidney disease in order to study its various aspects, including epidemiology, pathology, physiopathology and therapy

– To inform and train personnel (medical and/or para-medical and/or research, in particular) involved in research and/or care of people with diabetic kidney disease or associated diseases.

The ultimate goal of the EDNSG is to prevent the onset or development of kidney disease and to seek the best treatment for this condition in people living with diabetes.

Founding members of the association have had a very long and fruitful relationship with the EASD (European Association for the Study of Diabetes). The association should be careful to keep this cultural, scientific and friendly link in an unformal way with the EASD.

ARTICLE 3 – HEAD OFFICE

The head office is located at c/o Mr Samy HADJADJ, 51 rue des Bourderies 44100 NANTES. It may be transferred by simple decision of the Board of Directors.

ARTICLE 4 – DURATION

The duration of the association is unlimited.

ARTICLE 5 – MEANS OF ACTION

To achieve its purpose, the association proposes to:

– to organise and participate in all seminars, conferences, training sessions, working groups, commissions, in connection with its purpose, and to appoint representatives of its choice,

– to conduct and/or participate in awareness-raising, teaching and training activities,

– to develop partnerships of any kind with any organisation whose collaboration could be useful to it,

– to recruit any personnel for the completion of its project,

– and more generally, to organise any operation with the aim of achieving the corporate purpose.

ARTICLE 6 – COMPOSITION

The association is composed of:

– Founding members

The persons who participated in the constitution of the association are considered as such:

– Luigi GNUDI, London, United Kingdom

– Anna SOLINI, Pisa, Italy

– Frederik PERSSON, Copenhagen, Denmark

– Federica BARUTTA, Turin, Italy

– Sally MARSHALL, Newcastle /Tyne, United Kingdom

– Niina SANDHOLM, Helsinki, Finland

– Daniel GORDIN, Helsinki, Finland

– Samy HADJADJ, Nantes, France

They are ex-officio members of the Board of Directors, until the election of the executive committee.

– Active members

They participate in the activities of the association and in particular in the congresses organized by the EDNSG.

To become an active member, one must participate actively in an annual congress by presenting a paper selected by the scientific committee. The members having participated in previous meetings of the group before it has been organized as a formal association will be considered as active members.

The payment of the meeting fee must be seen as an annual adhesion fee.

The association is inclusive and welcomes any member, whatever his gender, sexual orientation, geographical origin, religion or belief.

ARTICLE 7 – LOSS OF MEMBERSHIP

Membership of the association is lost:

– by expulsion pronounced by the Board of Directors for non-participation in the work of the association;

– by non-participation in annual congresses for three consecutive years;

– by resignation sent by mail, to the president of the association;

– by death;

– by disappearance, liquidation or merger, if it is a legal entity;

– in the event of exclusion decided by the Board of Directors for serious reasons, the member concerned having been invited beforehand to provide explanations.

In this case, the decision shall be notified to the excluded member within thirty (30) days of the decision by registered letter. The excluded member may, within fifteen (15) days of this notification, submit an appeal to the General Assembly, meeting for this purpose within fifteen (15) days.

ARTICLE 8 – RESOURCES OF THE ASSOCIATION

The resources of the association consist in:

– subsidies that may be granted by the State and other public authorities, individuals and other organisations wishing to participate in the study of diabetic kidney diseases;

– donations, particularly in the context of sponsorship;

– interest and income from goods and securities belonging to the association;

– capital from savings made on its annual budget;

– any other resource authorised by law;

– the price of services provided or goods sold by the association;

– the amount of securities issued by the association, in accordance with the provisions of Article L. 213-8 et seq. of the French Monetary and Financial Code.

– donations and legacies that the association may receive because of its purpose, which authorises it to apply for the extended capacity provided for in article 6 of the law of 1 July 1901.

To this end, the association undertakes:

– to present its registers and accounting documents to the Minister of the Interior or the representative of the State in the department at any request, with regard to the use of donations;

– to send an annual report on its situation and financial accounts, including those of its establishments or local committees, where applicable, to the Direction for Legal and Administrative Information (DILA)

– to allow visits to its establishments by delegates of the competent ministers and to report to them on the operation of the said establishments.

ARTICLE 9 – ACCOUNTS

Daily accounts shall be kept of the money received and spent and, if necessary, of the materials.

The accounts shall be kept in accordance with the legal rules, under the conditions defined in ANC regulation no. 2018-06 of 5 December 2018 on the methods for drawing up the annual accounts of associations and foundations, with the drawing up of a balance sheet, an income statement and an appendix, in accordance with the accounting plan in force.

ARTICLE 10 – BOARD OF DIRECTORS

– Composition of the Board

The association is administered by a Board of Directors composed of at least 3 members, elected for 3 years by the General Assembly.

Legal entities are represented by their legal representative in office, or any other person duly authorised for this purpose.

The founding members are members by right of the Board of Directors, until the election of the executive committee.

The elected members of the Board of Directors are chosen from a list approved by the full members or by the outgoing Board of Directors. The Board of directors should reflect the organization diversity and include for instance the gender balance.

The members of the Board of Directors shall be elected by a show of hands and, at the request of any member, by secret ballot, by majority vote.

– Conditions of eligibility

To be eligible for election to the Board of Directors, individuals must meet the following conditions

– be an active member

– have notified their candidacy to the Board of Directors at the time of the General Assembly.

The complete agenda of the General Assembly shall be sent to the members of the association in accordance with the conditions set out in the article “General Assemblies” of these statutes.

– Voting system

These rules are applicable for all voting questions of the EDNSGin the general assembly (ordinary or extraordinary, or in committee meetings).

Representation of absent members

Voting by proxy is authorised without limitation of mandate, blank powers being attributed to the President.

Proxies may only be given to another member of the association.

By granting a blank vote, the members of the Association are deemed to give a favourable opinion on all proposals approved by the Board.

Blank proxies are attributed to the President of the Association.

Remote voting

Remote voting is allowed (postal/email/…).

Majority vote

The majority shall be that of the votes cast.

– Renewal of the Board

The Board shall be renewed at the end of the term of office; outgoing members shall be eligible for re-election. Only one re-election is allowed for a specific mandate and is not
encouraged.

– Vacancy

In the event of a vacancy, the Board shall provisionally replace the member(s). The definitive replacement shall take place at the next General Assembly. The powers of the members thus elected shall end at the time when the term of office of the replaced members would normally expire.

In the event of a vacancy, the Board shall provide for the replacement of the member or members. The powers of the members thus co-opted shall expire at the time when the mandate of the replaced members would normally expire. When the seat of a director becomes vacant, he/she shall be replaced by the substitute director who appears on the same list immediately after the last full member. The powers of the alternate member thus appointed as a full member shall end at the time when the term of office of the member replaced would normally expire.

In the event of the expiry of their term of office and in the absence of new elections, the directors, the officers and, in particular, the president shall remain in position until the next election so that the association is always provided with the bodies having the power to represent it, to conduct its business and to act on its behalf.

– Powers

The Board of Directors has all the powers not statutorily reserved to the General Assembly to manage, direct and administer the Association in all circumstances.

The Board of Directors is responsible for implementing the decisions and policies defined by the General Assembly. It ensures the day-to-day management of the association and reports on its management to the General Assembly.

The Board of Directors may delegate any powers for a specific matter and for a limited time.

ARTICLE 11 – BOARD MEETINGS

The Board of Directors shall meet whenever necessary, and at least once a year, by any means including remote meeting, upon convocation by the President, or upon request of 20% of its members.

Decisions are taken by a simple majority of votes.

In the event of a tie, the President shall have the casting vote.

The presence of a quarter of the members of the Board is necessary for the validity of the deliberations.

Any member of the Board of Directors who, without excuse, has not attended three consecutive meetings may be considered to have resigned (would remove this as covered above).

The agenda of the meetings shall be determined by the President.

Members of the Board may request that items be included on the agenda. In this case, the request must reach the Association at least fifteen (15) days before the date of the meeting. The employees of the association, through their representatives, may be invited to participate in the meetings in an advisory capacity.

The Board of Directors may call on the services of persons who are likely to be able to give particular advice on a subject on the agenda, in an advisory capacity.

Minutes shall be taken of the meetings and signed by the President and the Secretary.

ARTICLE 12 – EXECUTIVE COMMITTEE

The Board of Directors shall choose from among its members an Executive Committee composed of:

– a President ;

– one (or more) vice-president(s), if necessary

– a secretary ;

– one (or more) assistant secretary(s), if necessary

– a treasurer ;

– one (or more) deputy treasurer(s), if necessary;

Legal entities are represented by their legal representative in office, or any other person duly authorised for this purpose.

The members of the Executive Committee are elected for three (3) years and outgoing members are eligible for re-election. Only one re-election is allowed for a specific mandate and is not encouraged.

The Executive Committee has all the powers to ensure the day-to-day management of the association.

The Executive Committee is responsible for implementing the decisions of the Board of Directors and acts on its behalf.

The Executive Committee shall meet annually or when convened by the President whenever necessary.

The employees of the association, through their representatives, may be invited to participate in the meetings in an advisory capacity.

The Executive Committee may call on the services of persons who are likely to be able to give particular advice on a subject on the agenda, in an advisory capacity.

Minutes shall be taken of the meetings and signed by the President and the Secretary.

ARTICLE 13 – THE PRESIDENT

The President shall be responsible for carrying out the decisions of the Executive Committee and ensuring the smooth running of the Association.

He/she shall represent the association in all acts of civil life and shall be vested with all powers to that effect. In particular, he/she is entitled to take legal action in the name of the association, both as plaintiff and defendant, and to agree to all transactions.

He/she may only settle with the authorisation of the Board of Directors.

The President shall convene the General Assemblies and the Board of Directors.

He/she shall chair all meetings.

In the event of absence or illness, he/she shall be replaced by the vice-president, and in the event of the latter’s inability to act, by the most senior member or by any other director specially delegated by the Board.

The President, or any person to whom he/she has given power of attorney, shall open and operate in the name of the association, with any bank or credit institution, any deposit or current account. He/she shall create, sign, accept, endorse and discharge any cheque or transfer order for the operation of the accounts.

He/she may delegate to another member, to a permanent member of the association or to any person he/she deems useful, some of the powers set out above.

However, the representation of the association in justice, in the absence of the president, can only be ensured by an agent acting by virtue of a special power of attorney.

ARTICLE 14 – THE SECRETARY

The secretary shall be responsible for all correspondence and records, including the member directory. He/she shall draw up the minutes of the meetings of the assemblies and of the board of directors and, in general, all the entries concerning the functioning of the association, with the exception of those concerning the accounts.

The deliberations of the General Assembly shall be by show of hands. A secret ballot may be requested by the Board or by 20% of the members present.

Where appropriate, the association’s employees, through their representatives, may be invited to attend meetings in an advisory capacity.

ARTICLE 15 – THE TREASURER

The treasurer is responsible for the management of the association, collects receipts and makes payments under the control of the president. He/she shall keep regular accounts of all operations and report to the General Assembly which shall decide on the management.

The treasurer shall open and operate in the name of the association, with any bank or credit institution, any deposit or current account. He/she shall create, sign, accept, endorse and pay all cheques and transfer orders for the operation of the accounts.

ARTICLE 16 – FREE MANDATE

The members of the Board of Directors may not receive any remuneration for the duties entrusted to them.

Only reimbursement of expenses is possible. They must be the subject of an express decision by the Board of Directors, ruling without the presence of the persons concerned; proof must be produced and verified.

Travel policy should consider limiting the costs of the expenses to reasonable expenses, appreciated by the board of directors.

Paid employees of the association may be called upon by the President to attend, in an advisory capacity, the meetings of the General Assembly and the Board of Directors.

ARTICLE 17 – GENERAL ASSEMBLIES

General Assemblies shall include all active members of the Association.

Decisions are binding on all. General Assemblies are ordinary or extraordinary.

The deliberations of the General Assembly shall be by show of hands. A secret ballot may be requested by the Board or by 20% of the members present.

Where appropriate, the association’s employees, through their representatives, may be invited to attend meetings in an advisory capacity.

ARTICLE 18 – ORDINARY GENERAL ASSEMBLIES

The General Assembly shall be convened once a year, and whenever necessary, by the President or at the request of at least 20% of the members.

The agenda shall be set by the Board of Directors and shall be indicated on the invitations.

Notices of meetings shall be sent by the Secretary, at least fifteen (15) days in advance, by simple letter or by electronic means, including e-mails and communications via the Association’s website.

Only the items indicated on the agenda may be the subject of a decision.

All questions submitted by members to the secretariat twenty (20) days before the date set for the General Assembly shall be added to the agenda.

The General Assembly shall hear the reports on the management of the Board of Directors and on the financial and moral situation of the Association.

It shall approve the accounts for the financial year, vote on the budget for the following financial year and, if necessary, provide for the renewal of the members of the Board of Directors.

Decisions of the Ordinary General Assembly shall be validly taken if one quarter of the members are present or represented.

If this quorum is not reached, the meeting shall be reconvened with an interval of fifteen (15) days and may then deliberate regardless of the number of members present or represented.

Decisions shall be taken by a simple majority of votes.

In the event of a tie, the President shall have the casting vote.

Only active members on the day of the meeting shall be entitled to vote.

ARTICLE 19 – EXTRAORDINARY GENERAL ASSEMBLIES

The Extraordinary General Assembly has the sole competence to modify the statutes, to decide on the dissolution of the association and the allocation of the association’s assets, its merger with any other association pursuing a similar aim, or its affiliation to a union of associations, proposed by the Board of Directors or by half of the members of the association.

It must be specially convened for this purpose by the secretary or at the request of half of the members of the association within fifteen (15) days before the date fixed.

The convocation must indicate the agenda and include the text of the proposed amendment in an annex.

Amendments to the articles of association may only be proposed to the extraordinary general meeting by the board of directors with the prior consent of the full members.

It must be composed of half of the members of the association, present or represented, having the right to vote at the meetings.

If this quorum is not reached, the meeting is reconvened at a fortnight’s interval and may then deliberate regardless of the number of members present or represented.

Decisions shall be taken by a three-quarters majority.

ARTICLE 20 – MINUTES

The deliberations and resolutions of the General Assemblies shall be drawn up.

ARTICLE 21 – RULES OF PROCEDURE

The Board of Directors may, if it deems it necessary, draw up internal regulations intended to determine the details of the implementation of these Articles of Association.

They shall be submitted to the General Assembly for approval.

ARTICLE 22 – LANGUAGE

The reference language used within the association is French.

However, for the sake of good understanding, all acts and exchanges between the members of the association may be produced in English.

ARTICLE 23 – DISSOLUTION

In the event of voluntary, statutory or judicial dissolution, the Extraordinary General Assembly shall appoint one or more liquidators and the assets, if any, shall be devolved in accordance with Article 9 of the French Law of 1 July 1901 and the Decree of 16 August 1901. All surpluses, debts and commitments settled, will be paid to a charity related to diabetes.

ARTICLE 24 – FORMALITIES

The president, on behalf of the board, is responsible for fulfilling the formalities of declarations and publications provided for by the French law of 1 July 1901 and by the decree of 16 August 1901.

The Board of Directors may give an express mandate to any person of its choice to carry out the formalities of declarations and publications provided for by the french law of 1 July 1901 and by the decree of 16 August 1901.

approved at the constitutive general assembly on May 27th, 2022.