Statute and By-laws

DAN Europe is an international non-profit foundation, registered in Malta, that assists divers in difficulty and carries out scientific research to render diving even more safe.

Article I - Name, address and logo

1.0 The name of the not for profit European Foundation is Divers Alert Network Europe and known as DAN Europe.

1.1 The Official and Legal address of the foundation is Enfin, Marmora Str, St Julians SGN 07, MALTA (now moved to 26, Triq Fidiel Zarb, Gharghur NXR07, Malta)

1.2 The Operational and Administrative address of DAN Europe is Via Basilicata 12, 64026 Roseto, ITALY (now moved to C.da Padune 11, 64026 Roseto Italy)

1.3 The postal address of DAN Europe is P.O.Box DAN - 64026 Roseto, ITALY

1.4 The DAN Europe foundation may have branch offices, directorates and sub-directorates at such places, either within geographical Europe or in such countries forming part of the area of activity of DAN Europe as established by the IDAN Board of Directors, as the president may from time to time determine.

1.5 The DAN Europe logo incorporates a dive flag bearing a diagonal band from the upper left corner to the lower right corner, with a cross in the upper right corner and a capital E in the lower left corner. The words ‘DAN’ and ‘Europe’ are written in the right border of the flag, and the words "Divers Alert Network" are written in the lower border of the flag, in letters of any shape and colour. The DAN Europe logo and the words "DAN" or "Divers Alert Network" are registered in any possible combination of colours, and in any possible combination of either the flag or the words, alone or in any association.

Article II - Mission and aims

2.0 DAN Europe’s primary mission is to organise and manage the best possible emergency medical advice and assistance for aquatic accidents and in particular underwater diving related accidents.

2.1 DAN Europe also exists to provide expert information and advice for the benefit of the diving public, to promote diving safety and to work towards the prevention of accidents.

2.2 DAN Europe supports, promotes and carries out underwater diving research and education particularly in relation to the improvement of diving safety, medical treatment and first aid.

2.3 DAN Europe, through its own publications as well as articles and programs in the general and specialised media, strives to provide the most accurate, up-to-date and unbiased information on issues of common concern to the diving public, primarily but not exclusively, on diving safety.

2.4 DAN Europe may, in order to reach its aims, act in co-ordination with similar structures and organisations world wide and co-operate with national and regional rescue services when assistance is requested.

Article III - Finances

3.0 The Foundation is primarily funded through the membership fees paid annually by individual supporters who are called ‘ordinary’ members. In return for such membership fees DAN Europe provides its ordinary members such services and benefits as the president and the board of directors may decide from time to time.

3.1 The Foundation may offer to its ordinary members various optional services and insurance covers for an additional specified fee as long as compatible with its mission statement and approved by the board of directors.

3.2 The Foundation may also be funded through contributions by public or private individuals or organisations who are called ‘supporting’ members or sponsors. Supporting members are not entitled to any form of services unless also ordinary members.

3.3 The Foundation may also support its activities through the sale of goods and services which should in some way be related to its statutory activities.

3.4 The Foundation is entitled to carry out fund raising schemes or request subsidies or sponsorships in order to finance specific projects such as medical and scientific research. Moneys raised from such means are to be utilised exclusively for the specified activity.

3.5 The income of the Foundation will be administered as three separate funds:

a) Fund for Operational costs

b) Fund for Research

c) Consolidation Fund

The percentage value of the income into each fund is to be decided by the Executive Board on an annual basis and approved for the following year by the Board of Directors at their annual meeting.

Article IV - Membership

4.0 The members of the organisation are:

a) ordinary members

b) supporting members

c) promoting members

d) honorary members

4.1 Ordinary members are individuals who pay an annual membership fee to support the foundation’s activities and in order to obtain specific services and insurance covers as already stated in articles 3.0 and 3.1.

4.2 Supporting members are individuals or organisations who donate a sum of money to the foundation to support its mission. Supporting members who donate specific annual sums as defined by the foundation are called DAN Sponsors. Individuals who support DAN Europe by promoting membership are also known as DAN Sponsors. As stated in article 3.2, supporting members are not entitled to any services.

4.3 Promoting members are individuals who support DAN Europe directly by carrying out specific assigned activities in the organisation. These are:

a) The Founders of DAN Europe

b) The Executive Directors of each regional branch or directorate

c) The members of the DAN Europe Executive Board

d) Ordinary members who have supported the activities of the foundation and have specifically applied for such status and were approved by the Assembly of Partners. Promoting members are not entitled to any services unless also ordinary members.

4.4 Honorary members are individuals who are widely known for their particular competence in the scientific field and have been invited by the board of directors to offer their expertise to the Foundation or have in the past given valuable assistance to DAN Europe and have been approved by the Board of Directors following nomination by the president of DAN Europe. Honorary members are not entitled to any services unless also ordinary members.

Article V - Bodies of DAN Europe

5.0 The Foundation shall be regulated and run by: The Assembly of Partners, The Council of Founders; The Board of Directors and The Executive Board.

5.1 The Assembly of Partners is made up by the Promoting Members of DAN Europe as specified in article 4.3. The Assembly meets annually to approve the president’s report, the financial statement and the estimated budget for the coming year as well as any other matter brought to their attention by the president.

5.1.1 The call for the annual meeting of the Assembly of Partners is to be made by means of a written notice, which includes the agenda, posted at the Foundation Headquarters at least 30 days before the meeting.

5.1.2 The Assembly of Partners may also hold an extraordinary meeting at the request of the president or at least one third of the members of the council of founders or board of directors.

5.1.3 The meeting shall be chaired by the president or his delegate. The quorum for a meeting of the Assembly of Partners shall be one third of the total number of partners. If a quorum is not present within 120 minutes of the scheduled time, the president will convene the annual meeting and treat only matters listed in the agenda. If a quorum is not present for an extraordinary meeting the president will postpone the meeting ‘sine die’. Voting can be proposed on any matter of policy of the Foundation. A proposal must be approved by at least three quarters of the members present.

5.2 The Council of Founders is made up of the founding members of DAN Europe. This body is the guarantor of the mission statement and aims of DAN Europe and the only body entitled to propose changes to the statute involving the mission and aims of the Foundation to the Assembly of Partners.

5.2.1 A meeting of the Council of Founders is only called when the president or any three members of the council deem it necessary to deal with any request for modification of the mission statement, name, logo, aims and relevant by-laws of the foundation.

5.2.2 The call for a meeting of the council of founders has to be issued by the president, who will chair the meeting, in writing and must reach the council members at least 30 days before the established date of the meeting.

5.2.3 The quorum for a meeting of the council shall be a minimum of two thirds of the counsellors.

5.2.4 Decisions on the deliberations of the council are only valid if a consensus is reached by the members present at the meeting.

5.3 The Board of Directors is made up of all the regional directors of DAN Europe. This board is responsible for the approval of all policy decisions as well as deliberating on all proposals and recommendations by the Executive Board.

5.3.1 The Board of Directors will meet at least once a year. A mid year meeting should be held using any suitable means of communication if a meeting with the directors physically present is not possible.

5.3.2 The call for the annual meeting of the Board of Directors will be made by the President of DAN Europe and be held in such a place as to permit the greatest number of attendees. The directors will be informed in writing of the place and date of the meeting at least 60 days before the established date and such a notice should be accompanied by the agenda and a copy of the minutes of the past meeting.

5.3.3 During the statutory annual meeting, each director will present for approval his/her annual report, financial report and budget estimates for the coming year. The president’s report will be discussed and the Executive Board’s financial report and the plans and budget estimates for the coming year presented for approval.

5.3.4 The meeting of the Board of Directors will be chaired by the president or his delegate. Each director will possess a number of votes equivalent to the membership status of his/her directorate. The president will hold a number of votes equivalent to the membership not represented by any established directorate. Voting is by simple majority as long as three fourths of the directors are present. In the event of a tie the president may cast a deciding vote. Each director may hold the proxy votes of not more than one other director. Proxy votes are valid only on items listed specifically in the agenda.

5.4 The Executive Board is composed of the permanent officials of the Foundation. These are the President of DAN Europe who is also its Chief Executive, the vice-presidents and the Managing Director of DAN Europe.

5.4.1 The Executive Board meets at least twice a year and remains in charge until revoked by the Assembly of Partners.

5.4.2 The Executive Board is responsible for the practical development and actualisation of the decisions taken by the Assembly of Partners and the Board of Directors, the elaboration of proposals and plans of action for consideration by the Board of Directors, the co-ordination between the various departments of the foundation as well as managing the general activity of the Foundation and administering its finances.

5.4.3 Resolutions of the Executive Board are confirmed by a simple majority vote as long as two thirds of the members are present. The chief executive also holds a casting vote.

5.4.4 Decisions taken by the Executive Board on matters of management are operationally valid but subject to eventual ratification by the Board of Directors.

Article VI - Officers

6.0 The officers of the Foundation are:

a) The president and chief executive

b) The vice-presidents

c) the managing director

d) the regional directors

6.1 The President and Chief Executive of DAN Europe is the most senior ranking official of the Foundation.

6.1.1 The president is empowered to take policy decisions till such a time as the decision can be confirmed by the appropriate DAN Europe body.

6.1.2 The president also has the power to appoint members of the Executive Board and regional directors, these appointments are to be confirmed by the respective boards at their next meeting.

6.1.3 The position of chief executive is a full time salaried post at DAN Europe Headquarters.

6.1.4 The president is authorised to enter into any contract or to execute or deliver any instrument on behalf of the Foundation.

6.1.5 The president represents the Foundation in all activities of a public nature except for specific activities or occasions where this responsibility is delegated by the president or Board of Directors to another officer of DAN Europe.

6.1.6 Should a vacancy arise in the post of president, the position shall be occupied by the most senior vice-president till an extraordinary meeting of the Assembly of Partners is called to appoint a new president from the senior executives of the organisation.

6.2 The vice presidents of DAN Europe shall be appointed by the president following consultation with the Board of Directors and the Executive Board.

6.2.1 Each vice president is responsible for the department under his supervision and is its departmental head.

6.2.2 The vice presidents report directly to the president of DAN Europe, they are authorised to carry out those activities necessary to implement their yearly plan within their approved budget.

6.2.3 Any change to the approved annual departmental plan of action requires the approval of the president until such a time when the change can be ratified by the Executive Board.

6.2.4 The position of vice president can be a full time or part time salaried or honorary post as determined by the work load of the particular department and at the discretion of the president.

6.3 The position of Managing Director is a full time salaried post at DAN Europe Headquarters.

6.3.1 The managing director is responsible for the day to day running of the DAN Europe Headquarters including the hiring and supervision of the employees.

6.3.2 The managing director is also responsible for contacts with and the supervision of the service and insurance providers of the Foundation as well as its suppliers of goods and materials.

6.3.3 The managing director is also responsible for the preparation of the annual financial report and the annual budget proposals.

6.3.4 Should a vacancy arise in the post of Managing Director, the position shall be filled following a call for applications from among the DAN Europe Directors. The most suitable candidate will be presented by the chief executive to the Board of Directors for approval. Should no suitable candidate arise from among the directors, the chief executive may employ a suitably qualified candidate from outside the board.

6.4 Regional directors are appointed by the President for each European country, region or area and approved by the Assembly of Partners at the next annual meeting.

6.4.1 The regional director is responsible for the co-ordination and development of DAN Europe in the relevant country or region as well as the day to day running of the directorate.

6.4.2 The regional director is entitled to carry out any activity and undertake any initiative necessary in order to carry out the mission and scopes of DAN Europe and as outlined in the Director’s Agreement.

6.4.3 The regional director is entitled to open an office and utilise or employ individuals of his choice to assist him as long as such activities and expenses are contemplated in the directorate’s annual plan and budget estimates as approved by the president and Board of Directors.

6.4.4 The regional director may not incur any costs exceeding the actual income of his directorate unless such spending is towards a project specifically approved by the president and Executive Board and funds are available from the consolidated fund.

6.4.5 The regional director reports to the president or the managing director.

6.4.6 Each regional directorate must operate under the name of DAN Europe followed by the name of the country, region or area.

6.4.7 The regional director must, at the annual meeting, present the annual report and financial report of the directorate as well as the following year’s plans and budget estimates.

6.4.8 Each regional directorate is autonomous but it has to conform with the operative and administrative guidelines as specified in the DAN Europe code of practice issued by the Executive Board in order to ensure uniformity of management and image. Consideration will be given to national and ethnic aspects in the activity and nature of DAN in each country and region.

6.4.9 The regional director remains in charge until revoked by the president, the revocation is immediately effective but must be ratified by the Assembly of Partners within one month after the date of commencement of the revocation.

6.4.10 The directors of DAN Europe shall not receive at any time compensation for their duties as directors of their regional branches.

6.4.11 Regional directors are entitled to a refund of expenses incurred during the carrying out of their duties as regional director. Such payments are made from the regional directorate’s own funds unless otherwise agreed with the Executive Board.

Article VII - Fiscal year

7.0 The fiscal year of the Foundation closes on the 31st December of every year

7.1 The annual financial report and audit is to be prepared by engaging professional qualified accountants and approved by the Assembly of Partners at the annual meeting.

Article VIII - Activities and territoriality

8.0 The activities of the Foundation will be regulated by the DAN Europe Code of Practice which is based on the statute and by-laws of the foundation and as amended from time to time by the Executive Board to reflect changes in the European diving environment and current professional management practices.

8.1 DAN Europe’s territory of operation is geographical Europe and any other region or country which falls under the area of influence of DAN Europe as agreed annually by the International DAN Board of Directors

8.2 DAN Europe is responsible to International DAN for the monitoring of treatment centres and general preparation on diving safety in its area of influence.

Article IX - Affiliations

9.0 DAN Europe is a founding member of International DAN and shares its aims and mission.

9.1 DAN Europe may also affiliate with any other diving related organisation in order to promote its activities and diffuse its message to the diving public.

9.2 DAN Europe will maintain an independent and unbiased position with regard to any diver training organisation but may collaborate with them in activities involving the health and safety of divers world wide.

Article X - Non Profit Status

10.0 The foundation is not organised and shall not be operated for pecuniary gain or profit. No part of the property or net earnings of the foundation shall inure to the benefit of any individual.

10.1 Directors are not entitled to any compensation other than refund of any expenses incurred as befits a not for profit foundation.

10.2 The Foundation will give reasonable compensation for services actually rendered by individuals or organisations as well as payments, salaries and distributions in furtherance of the purposes set forth in this statute and by-laws.

10.3 Salaries and compensation for services rendered by staff and other individuals shall be regulated according to the legal and fiscal requirements of the country where such duties were carried out and should not exceed the going rate for such services in that country.

10.4 The Foundation will comply with the legislation and regulations governing non profit status in the country of its constitution and those of the European Union.

Article XI - Dissolution

11.0 The dissolution of the Foundation will be deliberated by the Assembly of Partners and requires the approval of at least three quarters of the voters present at the time. The quorum is the same as for an annual meeting of the Assembly.

11.1 The Assembly will nominate a curator who will be responsible for the winding up of the affairs of the Foundation, the settling of any outstanding debits and the devolution of any remaining capital to suitable research or charitable institutions.

XII- Amendments to this Statute and By-laws

12.0 Amendments to this document are to be proposed and seconded at the annual Assembly of Partners and require a three quarters majority to be approved.

12.1 Amendments to Article II - Mission and Aims can only be proposed to the assembly of partners by the Council of Founders and require a three quarters majority to be approved.

This document has been ratified by the Promoting members of DAN Europe on the 4th September 1996

DAN Europe 1996