Internal Rules

Internal Regulations

This document consists in the internal regulations (the “Internal Regulations”, each a “Regulation”) of
the European Liver Patients’ Association (“ELPA”).

The latest wording of the Internal Regulations was adopted by ELPA’s general meeting (the “General
Meeting”) held on 24 February 2022 and subsequently signed by ELPA’s President. This version enters
into force on 24 February 2022.


  1. Objective
  2. Confidentiality
  3. Structure
  4. Membership
  5. Voting Procedures
  6. Payments, expenses and procedures
  7. Rules and sanctions

1. Objective

1.1 The Internal Regulations aim at further clarify and complement certain parts of ELPA’s articles
of association (the “Articles of Association”).

1.2 The Internal Regulations also aim to set out general, fixed rules for steering and governing ELPA,
as well as for determining ways and procedures for participating in ELPA’s activities.

1.3 In addition, the Internal Regulations set out procedural guarantees for the benefit of members,
members of ELPA’s governing body (the “Governing Body”), employees, volunteers and
external contractors.

1.4 Any other general proposal, made known to everyone in writing by the Governing Body, will be
considered as an addition to these Internal Regulations and will have the same force. It will then
be included and coordinated in these Internal Regulations when these Regulations are next

1.5 These Internal Regulations will be presented to each new member, member of the Governing
Body, employee, volunteer and external contractor when they join ELPA, and will be officially
displayed on ELPA’s website. It can be obtained free of charge by email upon request by any
member, member of the Governing Body, employee, volunteer and external contractor.

1.6. Every member, employee, volunteer, external contractor, as well as any other staff member,
has to read and accept these rules prior to the start of collaborating with ELPA.

1.7 These rules, together with the Articles of the Association, ensure legitimacy and legality of
ELPA’s procedures.

2. Confidentiality

2.1 Any information, in the widest sense of that term, concerning ELPA is considered confidential
information and no member, member of the Governing Body, employee, volunteer or external
contractor may divulge its existence (or non-existence) or its content. The members of the
Governing Body must respect the principle of confidentiality in any matters in which ELPA is
involved as well as in voting processes and internal decisions.

2.2 ELPA’s internet, intranet, fax and email facilities may be used for personal reasons, provided
they be used sparingly and in good faith.

2.3 Use of the internet must respect security procedures and legal constraints, notably regarding
copyright, libel, misinformation, abuse and provocation.

2.4 Activities that contravene operational rules could result in disciplinary action.

3. Structure

3.1 The President

3.1.1. ELPA’s president (the “President”) is elected following the procedure set out in [Article 21] of
the Articles of Association. The President elect remains in his/her position for four (4) years, if
no other changes occur.

3.1.2. The President represents ELPA in all its work and is given all the powers necessary to do so.

3.1.3. In such situation that the position of President becomes temporarily vacant, for example
because of significant unavailability or a long illness, the Governing Body will decide by voting
which of the Vice Presidents shall fill in the President’s vacant position.

3.1.4 In the event that the position of President becomes permanently vacant, for example because
of resignation or death, a new President will be elected following the procedure set out in
[Article 21] of the Articles of Association.

3.1.5 Upon the end of mandate, it is highly desirable for the former President to take over the role of
an advisor to the new President and remain in that position for one year. Such procedure takes
place in order to ensure effective transition of responsibilities and tasks, as well as ongoing
activities to the new President.

3.2 Governing board

3.2.1 The Governing Body is comprised of directors (the “Directors”), duly elected by General
Meeting, following the procedure set in the Articles of the Association.

3.2.2 The Governing Body, made up of at least five (5) and no more than twelve (12) Directors, who
are all representatives from European countries, shall govern ELPA.

3.2.3 All Directors must belong to an organization that is a Full Member .

3.2.4 All Directors can serve as Vice Presidents in charge for specific area of ELPA’s interests. Areas of
interest are defined during the first meeting of the Governing Body after the new Governing
Body or Directors have been elected. One of Directors serves as ELPA’s treasurer (the

3.2.5 The Directors permanently assist the President. The President charges them of, and they carry
out, specific duties in line with the goals of ELPA, as well as the specific area of ELPA’s interest
that they cover.


3.3.1 The Treasurer manages ELPA’s funds.

3.3.2 His/her responsibilities include, but are not limited to, collecting fees, subscriptions, grants and
other revenues of ELPA, making all payments authorised by the President, keeping double-entry
accounts in compliance with Belgian applicable accounting rules and standards, presenting an
annual report on ELPA’s financial position with supporting accounts to the President and
Governing Body at least seven (7) working days before the annual General Meeting for which
the Governing Body shall then submit such report to the General Meeting for review and
approval, making financial reports and presenting them to the Governing Body during its
meetings, preparing the following year’s budget and presenting it to the Governing Body before
the annual General Meeting takes place. His/her responsibilities may also include any other duty
that would be requested by the President.


3.4.1 The Governing Body can appoint Advisors. Advisors are esteemed individuals or organizations
and internationally recognized professionals working with liver health or any other relevant
sphere of ELPA’s interest.

3.4.2 Advisors have no voting rights. They are not participating in the meetings of the Governing Body
and are only invited when their expertise and advices are needed. ELPA can invite its Advisors
to all solemn manifestations of ELPA.

3.4.3 Advisors have to accept and adhere to the Internal regulations, Articles of Association and Codes
of conduct. Any breach of those rules may result in losing the title of Advisor.

3.4.4 Advisors to the Governing Body are appointed every two (2) years by Governing Body.


3.5.1 The Governing Body can appoint Observers. Observers are esteemed individuals and
organizations, internationally recognized for their work on liver health or any other sphere of
ELPA’s interest.

3.6 Working Groups

ELPA can create, within its Governing Body or otherwise, specialised working groups
represented by and formed of ELPA members.

4. Membership

4.1 Membership of ELPA will be made up of entities or organisations acting on behalf of sufferers
from hepatitis and other liver diseases.

4.2 There are full members (the “Full Members”) and supporting members (the “Supporting
Members”) in ELPA. Upon fulfilling the required conditions, Supporting Members can ask to
become Full Members.

4.3 In addition, ELPA can decide to have guest members (“Guests Participants”). Guest Participants
are not members of ELPA but can be invited by ELPA to participate to all, or some of, ELPA’s
activities and gathering.

4.4 Application

4.3.1 The following entities and organisations can apply as Full Members:
a Any NGO that can provide the necessary evidential documents, being:
• Articles of association that proves the form of the entity;
• At least 50% of the directors of the NGO should be liver patients themselves or
family members of a liver patient.
b Non-profit organizations, registered and recognized as such within their national
territory, whose primary objectives are to care for and support sufferers from hepatitis
and other liver diseases.

4.3.2 The following entities and organisations can apply as Supporting Members:
a) Non-profit organizations, registered and recognized as such within their national
territory, whose primary objectives are to care for and support sufferers from hepatitis
and other liver diseases.
b) Any NGO that cannot provide the proves as mentioned above in Article [4.3.1.(a)], and
whose purpose is similar to the purpose of ELPA.
c) Any private individual that is a family member of a liver patient.

4.3.3 Full Members must be based in the European Region, as defined by the World Health

4.3.4 Full Member organizations will be required to make available their constituting documents, to
disclose their funding sources and to make available audited accounts, as required by law.

4.5 Any candidate-member wishing to apply for membership as Full Member or as Supporting
Member, shall be required to submit an application in writing, via e-mail or by post, to the
Governing Body.

4.6 The application for membership must be submitted in the format applicable at that time,
accompanied by the following documentation (unless otherwise agreed with ELPA):
a) Letter stating that the organization wants to join ELPA (on official letterhead of the
b) Decision of the organization’s governing body that the organization wants to join ELPA
and that it accepts the Articles of Association, ELPA’s code of conduct (the “Code of
Conduct”) and the Internal regulations;
c) Legal status: Copy of certificate of registration;
d) Copy of their constitutive documents (in national language and English), such as its
articles of association;
e) List of the members of the organisation’s governing body, specifying their liver patient
status (more than 50% must be patients who have or have had a chronic liver disease);
f) Copy of the audited accounts for the year preceding the year of application.
g) In order to qualify for consideration, such applications must be submitted at least thirty
(30) days prior to the next meeting of the Governing Body.

4.7 As soon as the applicant had provided and presented all necessary documents, he will receive
the status of ‘Candidate-Member’.

4.8 The status of a Candidate-Member will be given for a period of maximum one (1) year.

4.9 During this period of maximum one (1) year, the Governing Body will assess the work of the
Candidate-Member and will issue its opinion when the period of maximum one year terminates.

4.10 Following the recommendation of the Governing Body, the Candidate-Member will have the
opportunity to present themselves at the next General Meeting where a voting will take place
on the acceptance of the Candidate-Member as Full Member or as Candidate Member.

4.11 Having been recommended by the Governing Body, the Candidate-Member shall be admitted
by a two-thirds majority of Full Members, either present or represented, at a General Meeting.
Decision made by the Governing Body, shall not need to be justified and may not be challenged
by the General Meeting. Candidate-members are free to re-apply if their application is

4.12 All Members and Candidate-Members shall accept and abide by the Articles of Association,
Code of Conduct and Internal Rules of ELPA.

5. Voting procedures

5.1 General Meeting

5.1.1 Each member will be represented by one official representative who, in the case of a Full
Member, will be entitled to vote.

5.1.2 Full Members may be represented at a General Meeting by any other Full Member, who will be
required to be in possession of a valid and signed written proxy. No Full Member may hold more
than one (1) proxy. The President alone shall rule upon the validity of a proxy and his/her
decision shall ultimately be binding.

5.1.3 In the absence of such valid and signed proxy, the Full Member will be considered absent and
its representative may not vote or claim reimbursement of expenses incurred while attending
the General Meeting.

5.1.4 Each Full Member has one (1) vote at the General Meeting.

5.1.5 Supporting Members have no vote at the General Meeting.

5.1.6 Guest Participants have no vote at the General Meeting.

5.2 Governing Body

5.2.1 The votes of the Directors from the same country cannot count for more than twenty-five
percent (25 %) of the total votes.

5.2.2 Decisions within the Governing Body are taken by a majority of votes of present Directors. In
the event of equality of vote, the President has the casting vote.

6. Payments, expenses and procedures

6.1 ELPA will reimburse to members, candidate-members, invited future members, its employees,
Directors, volunteers and external contractors the reasonable costs incurred while executing
activities for ELPA.

6.2 ELPA will reimburse travelling and accommodation expenses in line with ELPA’s reimbursement
policy, upon presentation of the original receipts and correctly filled reimbursement form.

6.3 ELPA will reimburse travelling expenses upon presentation of the original receipts based on the
lowest available price for public transport, or based on a fixed amount per kilometre
determined by the Governing Body.

6.4 In order to get the reimbursement, all claims must be submitted no later than thirty (30) days
after the end of the meeting/conference/travel.

6.5 Expenses will be reimbursed only to one person per organization, except where the Governing
Body decides otherwise.

6.6 The President has the right to singly approve payments and costs up to 5,000 EUR. Amounts
that exceed this amount of 5,000 EUR need to be approved by the Governing body.

6.7 During the General Meetings, ELPA will pay for the meals.

6.8 Whenever possible, ELPA will organize General Meetings that will they take place during only
one day, in order to avoid the necessity for staying over a night. However, a night’s
accommodation will be reimbursed for those whose total travelling time (forth and back)
exceeds ten (10) hours.

7. Rules and sanctions

7.1 Members, Candidate-Members, employees, volunteers and external contractors must act in
accordance with directives given by the Governing Body. In all circumstances, they have the
right to represent ELPA but may only do so with the prior written consent of the Governing

7.2 Any behaviour contrary to the interests of ELPA, or in breach of legislation in force may,
depending on its nature and seriousness, result in disciplinary action.

7.3 The following sanctions are available:
a) a verbal warning from the President or his/her representative;
b) a written warning from the Governing Body;
c) a summons by the Governing Body to discuss the alleged behaviour (ELPA will cover the
costs of travelling of the member that is summoned);
d) a recommendation from the Governing Body to the General Meeting to exclude the
summoned member;

7.4 ELPA reserves the right to end any membership of, or partnership with, any organisation, if ELPA
believes that that organisation does not conform to ELPA’s ethos, as set out in [Article 7] of the
Articles of Association.

Marko Korenjak

ELPA President