STBC Association Statutes

A non-profit association named «Tunisian Society of Clinical Biology» is hereby established, governed by decree-law no. 2011-88 of 24 September 2011 relating to associations. The address of the association's principal office is: Apartment C10, Résidence Tunis Carthage, Borj Baccouche - Ariana 2080 – Tunisia.

The association is represented in legal proceedings and in all civil matters by its president or its secretary-general, or failing that, by a member mandated by the board as provided for in article 7 of these statutes.

The association's objectives are:

• •To bring together biologists concerned with all aspects of the methods and biological investigations contributing to the prevention, diagnosis, prognosis and treatment of human diseases.
• •The promotion of the various specialties of clinical biology.
• •Advancing the resolution of scientific issues relating to clinical biology.

The association may take all measures it considers necessary to achieve its objectives. These measures must be lawful and in accordance with applicable legislation and regulations.

The association is composed of:

The members listed above have rights and obligations towards the association.

A member of the association loses their status as full, temporary, corresponding or honorary member as a result of:

• •a resignation letter addressed to the board.
• •repeated failure to pay membership fees despite reminders from the board.
• •exclusion decided by the general assembly on the justified proposal of the board.

The governing bodies of the association are the board and the general assembly.

The Board of the association comprises:

The board is composed of nine (09) members of Tunisian nationality who have held full member status for at least three (03) years.

To hold a position on the board, the members referred to below must be elected by the ordinary general assembly by secret ballot for three (3) years.

Outgoing board members are eligible for re-election but may not serve more than three (03) consecutive terms. However, re-elected members may not hold the same position on the board for more than two (02) consecutive terms.

Candidacies must be submitted to the board for validation within fifteen (15) days preceding the date of the election.

A notice announcing the organisation of the board election and its date must be published in two (02) Tunisian daily newspapers at least thirty (30) days before the fixed date.

In the event of a vacancy on the board, the board meets and, by consensus among its remaining members, assigns the vacant position to one of them for the remainder of the term.

This procedure remains valid when the vacant positions do not exceed one third (1/3) of board members. Otherwise, partial elections must be organised.

The board meets at the invitation of its president or at the request of at least one third (1/3) of its members.

The validity of deliberations is established if at least five (05) members are present at the meeting.

If the members present at the meeting are an even number and votes are tied, the president's vote is the casting vote.

At the end of each meeting, minutes are drawn up and signed jointly by the President of the Board and its secretary-general.

The general assembly is composed of all full members; it meets as an ordinary general assembly or as an extraordinary general assembly.

The Association's resources consist of:

• •membership fees from full members, temporary members and corresponding members.
• •participation fees for congresses and scientific days organised by the association.
• •grants, donations and bequests.

The association's funds are intended to:

• •finance the association's activities referred to in article 3 of these statutes.
• •the acquisition of books and journals necessary for the bibliographic documentation of biologists.
• •finance the creation and hosting of the association's website and the website of the «Tunisian Journal of Clinical Biology».
• •settle operating expenses: staff remuneration, rent, general expenses...

Expenditure is authorised by the president or by the secretary-general under delegation from the former, and paid by the treasurer who records it in a special register.

The association must keep accounts in accordance with the corporate accounting system provided for by law 96-112 of 30 December 1996 relating to the corporate accounting system.

The association must also maintain the following registers:

• •a members register recording the names of association members, their addresses, dates of birth and professions.
• •a register of deliberations of the association's management bodies.
• •a register recording the activities carried out by the association.
• •a register of grants, donations and bequests received by the association, distinguishing those in kind from those in cash, those of public origin from those of private origin, and those of national origin from those of foreign origin.

The association must publish data concerning grants, donations and bequests of foreign origin that it receives, and must indicate their sources, value and purpose in one of the written media and on its website, within one (01) month of the date of the decision to solicit or receive them. It must inform the secretary-general of the government by registered letter with acknowledgement of receipt within the same period.

The association must retain its financial documents and registers for a period of ten (10) years.

The association's statutes may only be amended by decision of the extraordinary general assembly on the proposal of its board or of one third (1/3) of full members.

This proposal must be submitted to the board one (01) month before the date of the extraordinary general assembly meeting on the matter.

The quorum for the meeting concerning the amendment of the statutes and the majority required for related decisions are the same as those provided for in paragraph «b» of article 10 above.

The dissolution of the association is either voluntary by decision of its members in accordance with the statutes, or judicial by virtue of a court judgment.

If the association decides to dissolve, it must inform the secretary-general of the government by registered letter with acknowledgement of receipt within thirty (30) days following the date of the dissolution decision, and appoint a judicial liquidator. In the case of judicial dissolution, the court appoints a liquidator.

To meet the requirements of the liquidation, the association presents a statement of its movable and immovable assets which will be used to discharge its obligations.

The surplus will be distributed in accordance with the association's statutes unless these assets derive from aid, donations or bequests. In that case, they will be assigned to another association with similar objectives designated by the competent body of the association.

For the purposes of its dissolution, the association presents a statement of its movable and immovable assets which will be used to discharge its obligations. The surplus is distributed in accordance with the decisions taken by the extraordinary general assembly.

Where the net assets consist of property derived from grants, donations or bequests, they will be assigned to one or more establishments or associations having the same objectives as the «Tunisian Society of Clinical Biology».

Decisions on the merger and split of the association are taken in accordance with the provisions of paragraph «b» of article 10 above.

Any dispute will be resolved either amicably or by the general assembly. Failing that, the dispute is brought before the competent Tunisian courts.