ARTICLE I - Name

The name of the organization shall be ESAM Academy and shall be established under Norwegian law as a non-profit organization.

ARTICLE II - Objectives

ESAM Academy is being established by the European Society of Aerospace Medicine (hereinafter referred to as ESAM) to support training, advancement of knowledge, scholarships and interest in aerospace medicine.

ARTICLE III – ACTIVITIES/TASKS

1. ESAM Academy shall conduct training courses in aerospace medicine for interested physicians, other scientists, students, aeromedical personnel or cabin crew throughout the world.
2. These training courses shall be in accordance with the European Aviation Safety Agency´ s rules and course syllabus for aviation medical training or other relevant international bodies.
3. The training courses will take place at locations where an aeromedical infrastructure is established.
4. The training courses are provided by aeromedical experts in their field to assure the best learning outcome for the participants.
5. The practical part of the training, where appropriate, is organized by aeromedical experts of the ESAM Academy and specialists of the aviation and aeromedical infrastructure at location where training is provided.

ARTICLE IV – NON-PROFIT STATUS

1. The Organization shall exclusively and directly pursue non-profit purposes within the meaning of the section of the Norwegian Tax Rules entitled "Forening".
2. The Organization shall act altruistically and its principal aim shall not be to pursue activities for its own economic advantage.
3. The Organization´s funds may be used only for the purposes laid down in the Statutes. Retiring or leaving Organization members may not be reimbursed any subscriptions or donations they made for the purposes of the Organization.
4. No person shall receive disbursements for services which are contrary to the purpose of the Organization, nor shall they receive disproportionate remuneration.
6. Surpluses at the year´s end shall, unless otherwise stipulated in financial allocation law, be carried over to the following financial year.

ARTICLE V – ADMINISTRATION

1. The registered office of ESAM Academy for legal purposes shall be fixed at Oslo, Norway, which shall also be the principal place of business.
2. The business of the Organization shall be led by the Executive Director.
2. The administration shall be located at the address of the Secretary.
3. The working language of ESAM shall be English. The language of the training course is not prescribed.

ARTICLE VI – Membership

1. Regular member of ESAM Academy can be any person who is willing to promote and support the development of ESAM Academy.
2. Any person who is connected with ESAM Academy can apply for regular membership in writing.
3. ESAM Academy Board decides about admittance of new members. The applicant shall become a member once it has received written acceptance.
4. Founding members of ESAM Academy shall be persons who are or have been members of the ESAM Management Boards.
5. Corporate Membership: Organizations that wish to promote the objectives of the Academy may apply for Corporate Membership. Corporate Members have no voting rights.

ARTICLE VII - Termination of Membership

1. Members can terminate their membership any time in writing to the Secretary with an original signature three months before the end of the year.
2. Members who fail to pay the membership fee for two years despite reminders shall be suspended from the Academy by decision of the Board. Members who fail to pay the membership fee shall not be entitled to vote.
3. A member who acts in contravention of the aims and objectives of the Academy may be excluded by decision of the Board. The excluded member shall, however, have the right of appeal to the Board. The member shall be advised of loss of membership in writing.

ARTICLE VIII – MEMBERSHIP FEE

1. The annual membership fee for regular members will be specified by the ESAM Academy Board and shall be at least the amount of ESAM individual membership fee.
2. The annual membership fee for corporate members will be decided by the ESAM Academy Board.
3. The fee must be paid no later than 1st of April each year.

ARTICLE IX – ESAM ACADEMY BOARD

1. The Board shall be composed of six members plus the Executive Director. Five of the Board members shall be elected every two years by the members of the Academy.
2. The president of ESAM is appointed as a member of the board.
3. At least one member of the Board shall be elected out of the members of the Advisory Board.
4. The ESAM Academy Board meeting shall elect the Chair and the Co-Chair for a two-year period.
5. The Executive Director and the Secretary shall be appointed by the Board members. These appointments shall be reviewed by the Board every two years. For Executive Director, the initial appointment shall be conducted after a job advertisement and the acceptance of a successful candidate. The Executive Director is member of the Board without the right to vote.
6. The Board shall decide in which countries the training courses will take place. The Executive Director decides together with the Board about the selection of lecturers on the basis of competencies and knowledge in the required field and quality of lecturing.
7. The Board shall take decisions by simple majority of all members. In case of non-consensus the chair may decide.

ARTICLE X – GENERAL ASSEMBLY

1. The General Assembly (GA) shall be held at least every second year and chaired by the Chair of the board, or in absence of the chair by the Co-Chair.
2. The GA may be held virtually or in conjunction with the ESAM conference.
3. The minimum legal period of notice required to hold a GA and or an Extraordinary GA shall be eight weeks. The notification must specify the date, time and venue and be sent to all members in writing or electronically. The eight-week period shall start to run on the date of dispatch of the notification. A member shall be deemed to have been invited if the invitation is sent to the most recent address or email address provided to the Secretary by the member.
4. The Board shall decide the content of the agenda of the GA. The agenda of the GA must be available on Academies Internet website or send by mail or in writing no later than four weeks before the meeting is due to be held. Proposals for items to be included on the agenda shall be sent to the Chair of the Board no later than six weeks before the meeting is due to be held.
5. The GA shall elect the members of the Board for a two-year period. The members of EC of ESAM are members of the nominating committee for the Academy Board. Only those members present at the GA may cast votes. A member, which is unable to attend the GA, may appoint a proxy to vote on it behalf, using a form supplied by the Executive Director. The proxy can be a member of another eligible association, or a member of the EC or nomination committee, who is not standing for election at that time. In either event, they must be in possession of the proxy notification at the time of voting. An attending member of the GA may be the proxy for not more than five other members.
6. Every two years the GA shall elect five members of the Academy Board of which one is a member of the Advisory Board of ESAM. Any officer may seek re-election after a two-year term, but no member shall serve for more than six years except in exceptional circumstances, and as agreed by the General Assembly.
7. Minutes shall be kept of every GA and shall be signed by the person chairing the meeting and by the meeting secretary. The minutes must include a reference to the number of voting members present, the election procedures applied and the results of any ballots and elections. Resolutions regarding amendments to the Statutes shall be recorded in the minutes.

ARTICLE XI – ESAM ACADEMY BOARD MEETING

1. The Board meeting shall be held at least once a year and shall be chaired by the Chair. In absence of the Chair, the Co-Chair shall chair the meeting.
2. The invitation for the Board meeting shall be send out to its members at least three weeks prior to the meeting with the specification of date, time and venue.

ARTICLE XII - THE EXECUTIVE DIRECTOR

1. The Executive Director shall be the chief operating officer of the Organization and shall have adequate knowledge and experience in aviation medicine and it´s training. The Executive Director shall have experience in organizing aeromedical meetings and use of European Union medical regulations.
2. The Executive Director shall hold a contract with and drawn up by the ESAM Academy.
3. The Executive Director shall cooperate with the Executive Committee and the Advisory Board of ESAM.
4. The Executive Director shall organize and oversee the training courses in accordance with European Union Regulations.
5. Each training course shall be evaluated concerning the quality of the organization, the venue, the aeromedical facilities and the lectures. The Executive Director shall improve the quality of the training courses, where possible.
6. The Executive Director shall develop the legal terms and conditions to conduct training courses.
7. The Executive Director shall supervise the Secretary, authorize purchase of supplies and equipment, arrange for office and other facilities for operating purposes, within the budget as approved by the Board members, and is empowered to sign contracts and enter into agreements on behalf of the Organization.
8. The Executive Director shall prepare a budget covering estimated annual expenses, to be submitted to Board for consideration and adoption.
9. The Executive Director shall appoint a tax accountant after approval by the Board.
10. The Executive Director may retain legal and professional services, as may be required, with the prior approval of the Board.

ARTICLE XIII - Secretary

1. The Secretary shall assist the Executive Director in the organization and conducting of the training courses, as well as in the preparation of the Board meetings.
2. The Secretary shall hold a contract with ESAM Academy.

ARTICLE XIV - ACCOUNTS

1. ESAM Academy's revenue shall include training course subscription fees, public or private grants and donations.
2. The Organization’s funds shall be deposited in a scheduled bank approved by the Board in the name of ESAM Academy.
3. The bank account shall be operated for the purposes of ESAM Academy by the Executive Director. The Executive Director, the Chair of the Board and the Secretary shall have the right to sign for transactions.
4.The annual accounts of the Board shall be audited every year by the two auditors appointed by the General Assembly of ESAM after the report of the tax accountant and shall be presented to the Board. The Board shall decide on the exoneration of the Executive Director within three months thereafter.
5. To cover the initial costs for the first training course, ESAM will lend ESAM Academy the appropriate amount of money, not exceeding 7500 Euros. This money will be refunded after the end of the initial training course at the latest at the end of the financial year.

ARTICLE XV - PAYMENT OF EXPENSES

1. The Organization may pay or reimburse travel and accommodation expenses for members of the Board and the Executive Director and the Secretary or other official delegates e.g. speakers at the training courses relating to their tasks and missions within ESAM Academy. The speakers at the training courses may also receive a lecture fee which shall be determined by the Board. The Board shall review the need for expenses regularly, and shall be aware of the Organization's financial status. A member eligible for such reimbursement may exercise the option not to receive such expenses.
2. Reimbursement of travel fares shall be at the lowest acceptable rate. Any exception to this rule shall require approval in advance from the Executive Director and the Chair of the Board.
3. The Organization may cover expenses related to the use of aviation and aeromedical facilities for practical training provided during the course.

ARTICLE XVI - AMENDMENTS TO THE STATUTES

1. Amendments to the Statutes shall be proposed in writing to the Board no later than three calendar months before the next board meeting is due to be held. The proposed amendments shall be notified to the Board members, in writing, at the same time that the notification of the Board meeting is sent.
2. For adoption, such amendments shall require the approval of at least 5 of the Board members and the approval of the ESAM Executive Committee.
3. In the event of any contradiction between the Statutes of ESAM Academy and the law in the country where ESAM Academy is registered, the legislative provisions of the country in question shall prevail and the Statutes shall be adapted accordingly. The Board should normally seek expert guidance on any proposed amendments.
4. Amendments to the statutes according to this Article shall be approved by the General Assembly with at least a 2/3 majority.
5. Any amendments to the Statutes relating to the objectives of the Organization must be in agreement with Norwegian tax rules for “Forening”.

ARTICLE XVII – DISSOLUTION AND LIQUIDATION

1. The dissolution of the Organization may be requested by the Board or by the Executive Committee of ESAM.
2. A decision on such a request may be taken only at a General Assembly of ESAM (see article I of ESAM statutes) convened for that purpose, which shall be quorate only if at least one half of the regular members are present or represented. If there is no quorum, a further General Assembly shall be convened within three weeks, and must be quorate irrespective of the number of regular members attending or represented. The Organization may be dissolved only by a three-quarter majority vote of the regular members attending or represented.
3. The meeting shall appoint two liquidators to wind up activities. Their tasks and powers shall be determined in accordance with the provisions of the Norwegian Civil Code.
4. Upon dissolution or discontinuation of the Organization, or if its preferential tax status is terminated, its assets shall be transferred to ESAM.