A non-profit association as defined by the present statutes and by Articles 60 et seq. of the Swiss Civil Code is hereby created under the name « European Drosophila Society (EDS) » (hereafter, the ‘Association’).

Art. 2 Location and duration

The Association is located in Lausanne in the Canton of Vaud, Switzerland.
The Association is created for an indefinite period of time.

Art. 3 Purpose

The main purpose of the association is to promote research on Drosophila and to support researchers working with the Drosophila research model (hereafter 'the drosophilists').
The Association is created to:

represent the interests of members of the European Drosophila Society
oversee and financially support the organisation of the European Drosophila Research Conference (EDRC) and other meetings
promote Drosophila research in Europe
promote educational initiatives explaining the value of the Drosophila research model
advocate for Drosophila research and represent the interests of European drosophilists
promote cohesion and cooperation among drosophilists worldwide and to support common resources and infrastructure
promote interactions between the European Drosophila Society, European drosophilists and other scientific communities
promote the sharing of knowledge and open access communication
promote reproducible research with the highest standards
promote equality, diversity, and inclusion in the scientific community.

The association is exclusively dedicated to the public interest; it does not pursue an overall profit-making motivation. Its committees, working groups, and other bodies carry out their activities on a voluntary basis.

Art. 4 Means

The Association may pursue any lawful activities to achieve its purpose.
In particular, the Association may undertake the following:

support the organisation of conferences and meetings
guarantee and financially support the organisation of the EDRC
support activities of the FlyBase database in Europe
support infrastructures useful for the drosophilist community, in particular centers for collections of Drosophila lines and other tools and reagents
develop a website, social media accounts, and other means of communication to reach out to the community
seek sponsorship and support from industry, charitable organisations, and academia
organize working groups in relation to its purpose.

Art. 5. Resources

The financial resources of the association are:

subsidies from academic institutions, funding agencies, and charitable organizations;
potential fees and contributions from its members;
donations and legacies;
remuneration from its activities, in particular the profits of the EDRC and other meetings;
any income from service agreements.

Membership fees: the General Assembly decides on the principle and amount of any membership fees.
All resources of the Association shall be used exclusively for its not-for-profit purpose.
The Association's financial resources shall be managed by a Treasurer, who shall be an ex officio member of the Committee, and by at least one Member of the Association designated as Associate Treasurer. The treasurer and his/her associate must be Swiss citizens or citizens of an EU or EFTA Member State and resident in Switzerland.
In the event of dissolution of the Association, any remaining assets shall be transferred to a Swiss tax-exempt institution with a charitable or public service purpose.

II. MEMBERS

Art. 6 Members

Members of the Association (the "Members") are private individuals or legal entities who have an interest in the aims and activities of the Association and/or who wish to support these.
The Association consists of individual and legal entity members. A legal entity member is represented by a single individual (and therefore has one vote) at meetings.
Researchers who are members of the European Drosophila Board (Committee) shall be ex officio members of the Association for the duration of their term of office.
All Members participate in the activities of the Association and contribute, within their respective means, to promoting its aims, in particular by allowing the Association to benefit from their logistical or financial resources, knowledge and experience.

Art. 7 Beginning of Membership

The founding members are the initial Members of the Association.
Additional Members may apply to join the Association by submitting a request in writing or by email to the association, or by registering via the online platform.
The ‘Committee’ (see below) is responsible for deciding on membership applications, particularly with regard to their contribution to the Association and their scientific merit. The Committee shall inform the General Assembly of new Members. The Committee may accept or reject an application without giving reasons. An excluded candidate has the right to appeal to the General Assembly, which will decide on acceptance or rejection by a simple majority vote of the members present.
There is no limit to the number of members of the Association.
On proposal by the Committee, the General Assembly may award honorary membership to certain persons for their special commitment to the Association. Honorary members have full voting rights.

Art. 8 End of Membership

Membership is lost:

a) by resignation, through a simple written statement or email addressed to the association, specifying when the resignation shall take effect;

b) for individual members, upon death of the member; for legal entities, upon dissolution of the legal entity, membership being non-transferrable;

c) by exclusion if a member harms the association and its image, reputation, and interests. Repeated non-payment of dues also results in exclusion.

In all cases, the contribution for the year remains due.

A Member who resigns or is excluded has no right to the Association’s assets.

3. Exclusion is the responsibility of the Committee. The person concerned may appeal against this decision to the General Assembly.

III. Organisation AND GOVERNANCe

Art. 9 Bodies of the association

The bodies of the Association are:

The General Assembly
The Committee
The External Auditors, insofar as required by Swiss law.

Art. 10 General Assembly – Principles and Powers

The General Assembly constitutes the supreme authority of the Association within the meaning of Articles 64 et seq. of the Swiss Civil Code.
Any General Assembly duly convened shall be able to deliberate validly, regardless of the number of members present.
Its powers are as follows:

- approve the agenda for the meeting and the minutes of the last meeting;

- approve the Committee's annual report;

- consider the report of the external auditors and approve the annual accounts;

- discharge the Committee and the external auditors from their duties;

- elect the members of the Committee and the external auditors;

- set the amount of any annual membership fees;

- approve the budget proposed by the Committee;

- hear and deal with appeals against exclusion of members;

- approve and amend the statutes;

- decide on the dissolution of the Association in accordance with Art. 24 of the statutes.

Art. 11 General Assembly – Meetings

Ordinary meeting of the General Assembly. The Ordinary meeting of the General Assembly shall be held at least once a year, in person or by video conference.
Chair. The Chair, and in his/her absence the Deputy Chair (as defined in Art. 15 below), or another member of the Committee designated by the Chair of the Committee will chair the meetings of the General Assembly.
Convocation. The Committee shall convene the meetings of the General Assembly with at least one month’s notice. The agenda of the meetings must be sent with the invitations. The invitations may be sent by post or by e-mail.
The Committee is obliged to place on the agenda of the General Meeting (ordinary or extraordinary) any proposal from a member submitted by post or e-mail at least one month in advance.
Decisions cannot be taken outside the agenda, except on the proposal to convene an Extraordinary meeting of the Assembly.
Extraordinary meetings of the General Assembly. Extraordinary meetings of the General Assembly may be called by the Committee or at the request of at least 20 percent of all Members, in accordance with article 64 para 3 of the Swiss Civil Code.

Art. 12 General Assembly – Decision and voting rights

Voting rights. Each Member shall have an equal voting right at the General Assembly.
Power of attorney. Members may vote in person or by proxy.
Process. Voting takes place by a show of hands. Upon request of at least 20% of the Members, voting may take place by secret ballot. In exceptional and justified cases, the Committee may authorise decisions to be taken via an electronic voting platform or in writing.
Majority of votes. All decisions shall require a simple majority of all votes (including votes by proxy), insofar as the present Statutes do not specify a different majority. In the event of a tie, the Chair has the casting vote.
Conflict of interest. In accordance with article 68 of the Swiss Civil Code, a Member may not vote for decisions relating to a matter or a legal proceeding regarding the Association where he or she, his or her spouse, parents or relatives in direct line are a party to the matter.
Minutes. The meetings of the General Assembly and its decisions are recorded in the minutes.

Art. 13 Committee – Principles

Role and Powers. The Committee is the executive body of the Association. It has the right and the duty to manage the affairs of the Association and to represent it in accordance with the Statutes (art. 69 of the Swiss Civil Code). In particular, the Committee shall take all necessary measures to achieve the purpose of the Association, ensure the correct application of the present Statutes and any other internal regulations, administer the property, assets, and resources of the Association, manage the accounts, and convene and organize the General Assembly.
Pro-bono. Committee members shall act on a pro bono basis, except for reimbursement of their actual expenses. Paid employees of the Association may only sit on the Committee in an advisory capacity.

Art. 14 Appointment of the Committee

1. The initial Committee members are appointed by the founding members.

2. After that, the new members of the Committee are elected by the Members of the Association, through electronic vote. Elections are held every two years to renew up to half of the Committee.

Art. 15 Composition of the Committee

The Committee shall be composed of at least three and at most twenty members. Members are elected to represent the diversity of the European Drosophila research community. If there are fewer candidates than positions to be filled in a region, the Committee reserves the right to nominate a candidate.
The Committee shall constitute itself. It shall appoint amongst its members, a Chair, a Deputy Chair as well as any other function that it may deem necessary.
Cross-representation with the American Drosophila community. One member will be elected by the American Fly Board and will serve as Committee representative on the American Fly Board with a term of 3 years. The Past President of the American Fly Board is an ex officio member of the Committee.
Ex officio members. There are four types of ex officio members of the Committee:
representatives of European Drosophila research resources. These members attend Committee meetings in an advisory capacity and do not have voting rights.
representative(s) of the EDRC organising committee, who may vote on all matters concerning the organisation of the EDRC.
The Past President of the American Fly Board, who has the right to vote.
the Treasurer who must be a Swiss citizen or a citizen of an EU or EFTA member state and resident in Switzerland. The Treasurer has signing authority and the right to vote on all decisions concerning the commitment of Association funds.

Art. 16 Committee – Term of office

The Committee members are appointed for a 4-year term, renewable indefinitely.

Art. 17 Committee – Dismissal and resignation

Dismissal. Committee members may be dismissed by the General Assembly for just cause, in particular if the Committee member has violated his/her obligations towards the Association or if the Committee member is not in a position to exercise his/her functions appropriately.
Resignation. Committee members may resign at any time by submitting a written declaration to the Chair, specifying when the resignation shall take effect.
Vacancy during the term of office. In the event of dismissal or resignation during the term of office, the Committee may appoint a replacement member by co-option, until the next meeting of the General Assembly.

Art. 18 Committee – Delegation and Representation

1. Delegation. The Committee is entitled to delegate some of its tasks to one or more of the Committee members, including to sub-committees or working groups, to third parties, or to employees hired by the Committee.

2. Representation. The Association is validly represented and bound by the collective signature of two Committee members and/or any other officer or representative designated for this purpose by the Committee by a power of attorney.

Art. 19 Committee Meetings

1. Meetings. The Committee shall meet as often as required, but at least once per year.

2. Process. Committee members may validly participate in a meeting of the Committee and take decisions by video or telephone conference or any other form of communication equipment.

3. Convocation. The Chair of the Committee shall convene Committee meetings at least fifteen days in advance. When justified by urgent circumstances, the Chair may convene an extraordinary Committee meeting with three days’ notice.

Art. 20 Committee – Decision-making

Votes and majority. Each Committee member shall have one vote. Decisions are taken by a simple majority of all votes expressed, as long as the present Statutes do not provide for a different majority. In case of a tie, the Chair shall have a casting vote.
Minutes. The proceedings of Committee meetings and its decisions will be recorded in minutes.

IV. MISCELLANEOUS AND FINAL PROVISIONS

Art. 21 External auditors

At the request of the General Assembly or the Committee, an auditing body shall audit the Association's financial management and present a report to the General Assembly. The auditor is appointed by the General Assembly and cannot be a member of the Committee.

Art. 22 Bank account and bookkeeping

Bank account management: The signatures of the Treasurer and at least one of his/her Associate Treasurer(s) are required for any change to the bank account and any transfer of money.
Accounts. The Committee must prepare accounts for each financial year as required by the relevant laws.
Financial year. The financial year begins on January 1^st and ends on December 31^st.

Art. 23 Liability

The Association is solely liable for its debts and obligations, which are guaranteed by its assets, to the exclusion of all individual responsibility of its Members.

Art. 24 Dissolution

The Association may only be dissolved by a two-thirds (2/3) majority vote of all Members.
In such a case, the Committee shall proceed with the liquidation of the Association.
The assets of the Association shall first serve to pay its creditors.
Remaining assets will be entirely assigned to a Swiss non-profit entity, which pursues similar public interest purposes.
Under no circumstances may the assets of the Association be returned to its founding members or Members, nor should some or all of the assets be used for their personal benefit in any way.

Art. 25 Entry into force

The present statutes were adopted by the members of the Constituent Assembly (Lausanne 4th September 2023) and by the Members of the General Assembly (Lyon, 20th October 2023).

They replace the previous version adopted at the Constituent Assembly (Lausanne, 25th August 2022).

The original French version is binding.

Statutes of the European Drosophila Society