Statutes and Constitution
1. Name and Domicile
The Federation shall be called the International Federation for Cell Biology (IFCB). The legal domicile of the Federation shall be at the business address of the General Secretary.
II. Objects of the Federation
II.1. The object of the Federation is to advance research in cell biology, in furtherance and ancillary to this object the Federation may:
(a) promote international co-operation in cell biology
(b) contribute to the advancement of cell biology in all its aspects, including related topics
(c) ensure that the results of research will be made available to the public.
II.2. For these purposes the Federation shall have the power to carry out any or all of the activities outlined in Appendix II attached to this constitution, or to initiate, or co-operate with other organizations in, any activity which will further the aims of the Organization.
III.1. The Federation shall be composed of such organizations, representing the cell biologists of a group of nations or a nation, as have been admitted to membership in accordance with the By-Laws.
III.2. Membership in the Federation shall be in one of four Groups (I-IV) with corresponding voting powers and financial contributions as set out in Statutes V,4 and VIT.2. The Group to which a member Organization belongs shall be determined by the Assembly in accordance with the By-Laws, and shall reflect the international contribution of that Organization to cell biology.
III.3. Each member Organization has the right to submit to the Federation through the General Secretary questions within the competence of the Federation.
III.4. Any member Organization may withdraw from the Federation, provided that it has fulfilled its obligations up to date. An Organization which withdraws, or one whose membership is cancelled in accordance with By-Law 1.5, loses all rights in connection with the Federation.
IV.1. The work of the Federation shall be conducted
(a) A General Assembly composed of officers or other appointed delegates of constituent organizations.
(b) The Executive Committee and any other committee which may be set up by it or by the General Assembly.
IV.2. All contracts and agreements involving the Federation shall be signed by the General Secretary and one of the following Officers of the Federation: the President, the Vice-President.
IV.3. On all other civil and legal occasions, and in dealing with other organizations, the President shall be the official representative of the Federation, He may in this respect delegate his powers to the Vice President, the General Secretary or another member of the Executive Committee, or, with the approval of the Executive Committee, to any other person.
V. General Assembly
V.1. The ultimate authority of the Federation resides in the General Assembly, which is composed of delegates appointed by the member organizations, the number of the delegates depending on the group to which the Organization belongs. The delegates should normally be officers of the constituent Organization but may be represented by delegates appointed by the member organizations.
Group 1 - General Secretary
Group 2 President and General Secretary
Group 3 President, General Secretary and one other
V.2. The Executive Committee is responsible to the General Assembly and shall participate in its deliberations. Members of the Executive Committee have no voting power as such, but they may vote if they are delegates of a member Organization. Neither the President nor the Secretary General of the Federation may be a member of any delegation, nor shall one person serve as a member of more than one delegation.
V.3. The President shall serve as Presiding Officer of the General Assembly or, in his absence, the Vice President or such other person as the General Assembly, on the recommendation of the Executive Committee, shall decide.
V.4. Each full member Organisation shall have a vote in the General Assembly.
V.5. No meeting of the General Assembly shall have power to make valid decisions unless at least two-thirds of the total votes possible are represented at it. Except, where otherwise provided in the Statutes and By-Laws, decisions of the Assembly are taken by a majority of the votes cast. In the event of an equal division of votes, the Presiding Officer shall make the final decision.
V.6. The General Assembly shall:
(a) take action on the admission of organizations into membership (Statute III.1 and III.2);
(b) elect the President, the General Secretary and the other officers of the Federation (Statute VI.l);
(c) receive the reports of the activities of the Federation and of its Committees (Statute VI.4 and By-Law 5.1);
(d) receive the audited accounts for the years elapsed since the previous meeting of the General Assembly (Statute VII.1 and By-Law 6.5);
(e) receive the budget for normal expenditure for the period to the next meeting of the General Assembly (Statute VII,4);
(f) determine the unit contribution for the period to the next meeting of the General Assembly (Statute VII.3);
(g) determine the general policy and the time-table for the period to the next meeting of the General Assembly.
V.7. The General Assembly shall have the power
(a) to amend these Statutes in accordance with Statute IX.1;
(b) to formulate and amend By-Laws on any matters not covered by these Statutes;
(c) to ensure that no amendments shall be made to the Constitution which would cause it to cease to be charitable at law.
(d) to set up any Committee or other body it may deem necessary for the administrative and scientific work of the Federation, and to determine the terms of reference of such body;
(e) to decide on all other questions falling within the competence of the Federation.
VI. Executive Committee
VI.1. The Officers of the Federation constituting the Executive Committee are:
(a) the President
(b) the Vice-President
(c) the Secretary General
(d) the Secretaries or appointed delegates of constituent Societies
The Officers are elected by the General Assembly in accordance with the By-Laws. No one person may hold two offices simultaneously.
VI.2. The Executive Committee shall carry out the decisions of the General Assembly and give effect to the general policy of the Federation as determined by the General Assembly.
VI.3. During the periods between meetings of the General Assembly the Executive Committee shall have full power to carry on the business of the Federation in all matters not specifically assigned by the Statutes, the By-Laws or the General Assembly to individuals or to other bodies. If necessary, it may make ad-interim arrangements in all matters assigned by the Statutes and By-Laws to the General Assembly.
VI.4. The Executive Committee shall report on its activities to the member organizations at least once a year. A formal report shall be dispatched by the General Secretary to the member organizations at least ten weeks before the meeting of the General Assembly.
VII.1. The Executive Committee shall be responsible to the General Assembly for all the financial affairs of the Federation and the General Secretary or some other member of the Executive Committee, appointed by vote of the Executive Committee, shall act on its behalf as Treasurer of the Federation.
VII.2. Each member Organization shall pay an annual subscription as decided by the Executive Committee.
VII.3. The unit contribution shall be recommended by the Executive Committee and approved by the General Assembly for the period to the next meeting of the General Assembly.
VII.4. The Executive Committee shall prepare an estimate of the budget for the period between the next meeting of the General Assembly and that following it. This estimate shall be dispatched by the General Secretary to the member organizations at least ten weeks before the meeting.
VII.5. The moneys of the Federation shall be used to further the purposes of the Federation as expressed in the Constitution. Such uses may include the payment of expenses incurred by Officers in carrying on the business of the Federation, attending meetings of the Executive Committee or other committees, or at functions arranged by or held under the auspices of the Federation, or in representing the Federation at other meetings or functions.
VII.6. In the event of dissolution of the Federation in accordance with Statute VIII,2, the General Assembly shall appoint a special Committee for the liquidation of the assets of the Federation. The net assets shall be given to one or more, preferably international, Organization or institution which shall spend the assets for purposes so far as is possible in accordance with the objects of the Federation. Upon winding up any assets remaining after satisfying any debts or liabilities will be applied in any way which is exclusively charitable at law.
VIII. Duration of the Federation
VIII.1. The duration of the Federation is not limited.
VIII.2. The Federation shall not be dissolved except on a motion presented at a General Assembly. If a motion to dissolve is to be presented, the notice for that General Assembly as given under By-Laws 2.1, 2.2 and 2.3 shall include a statement of the motion to dissolve and shall refer specifically to this Statute. Such a motion shall be put to a vote of the General Assembly without amendment and at least three-fourths of the votes there represented shall be required for dissolution. In the event that less than three/fourths of the full number of the votes of all member organizations are represented at the General Assembly, a postal ballot shall be demanded, and in such a postal ballot at least three-fourths of the full number of the votes of all member organizations shall be required for dissolution.
IX. Amendment and Interpretation of Statutes
IX.l. Amendments to the Statutes require action at a General Assembly. An amendment is adopted at such an Assembly only if (1) at least two thirds of the votes represented at the General Assembly are affirmative and (2) if these affirmative votes amount to more than half the full number of the votes of all member organizations. In the event that the vote on a proposed amendment satisfies condition (1) but not condition (2),, the Executive Committee may refer the proposed amendment to a postal ballot of the member organizations. If the proposed amendment then obtains affirmative votes amounting to more than half the full number of votes of all member organizations, the amendment is adopted. Proposals for amendments may be made by the Executive Committee or by any member Organization. Such proposals made by member organizations shall reach the General Secretary at least 12 months in advance of the meeting of the General Assembly. The General Secretary shall dispatch these proposals, and those made by the Executive Committee, to the member organizations at least eight months before the meeting.
IX.2. No amendments shall be made to the Constitution which would cause it to cease to be charitable at law.
IX.2.i. Nothing in this constitution shall authorise an application of the property of the charity for purposes which are not charitable in accordance with section 7 Charities and Trustee Investment (Scotland) Act 2005
IX.3. The present English text shall be considered the authoritative text in the interpretation of these Statutes. Where disputes arise concerning this interpretation, the matter shall be decided by the General Assembly, or, during the periods between General Assemblies, by a ruling of the President of the Federation, which shall be reported by the President to the General Assembly at its next meeting.
The Federation shall appoint two trustees resident in the United Kingdom.
XI. Emergency Provisions
If the normal procedure for holding elections, as provided for in the Statutes and By-Laws, cannot be followed owing to circumstances beyond the control of the Federation or Executive Committee, such as war, or natural catastrophe, the Officers and Committee shall remain in office, and the business of the Federation shall be carried on by them, until such time as new elections can validly take place.