THE EUROPEAN SOCIETY FOR COGNITIVE AND AFFECTIVE NEUROSCIENCE (ESCAN)
On the ninth day of July two thousand and ten appeared to me, Marloes Corine Koster, notary candidate, hereinafter called “civil law notary”, acting as a substitute of Leonard Alexander Galman, civil notary Amsterdam:
- Mr. Maurits Willem van der Molen
- Mr. Konrad Bernardus Everardus Böcker
The appearers stated to establish a society with the following:
The society carries the name: “The European Society for Cognitive and Affective Neuroscience” (ESCAN).
The seat of the society is in the municipality of Amsterdam.
- The society has the following aim:
Promoting research in the domain of the Cognitive and Affective Neurosciences, and related research, in particular with regard to the collaboration and exchange of information between investigators in Europe.
- The society will pursue this aim by, amongst others, by organizing periodical conferences, workshops, seminars, summer schools, and the like.
- The society will circulate periodically a newsletter and shall have a journal.
- The society cannot share profit amongst its members.
- The society can stipulate rights on behalf of its members. The society can claim rights and remunerations with regard to one of its members, unless this member is against such actions.
- The society has:
In the bylaws, “members” refer to all membership categories unless specified differently.
- full members: are natural persons who are active and internationally recognized investigators in the domain of the Cognitive and Affective Neurosciences and related areas. Persons who do not fulfill these criteria can be admitted to full membership by the board of the society. Persons admitted to full membership will be called “full members”;
- junior members: natural persons who are in the beginnings of their research careers in the domain of the Cognitive and Affective Neurosciences. These persons are typically performing their dissertation research (or similar research). Persons admitted to junior membership will be called “junior members”;
- affiliated members: Natural persons or bodies who support the aims of the society. These persons or bodies have, upon payment of annual dues, as determined by the board, all rights and advantages belonging to the membership with the exception of fulfilling offices and they cannot vote. Persons or bodies admitted to the affiliated membership will be called “affiliated members”;
- retired members: full members who retired may apply to become a retired member. The board will determine the conditions for retired membership. Persons admitted to the retired membership will be called “retired members”;
- honorary members: full members who fulfilled offices in the society and have contributed to the advancement of the Cognitive and Affective Neurosciences in Europe, based on the evaluation of the board. Persons admitted to the honorary membership will be called “honorary members”.
- Members of the society are those who have applied to the board in writing and who have been admitted by the board to the membership. Applications should be submitted to the secretary of the board. If not admitted to the membership, the plenary membership meeting may decide otherwise.
- The board will keep a record of the names and (electronic) addresses of all members.
Termination of membership
- Membership is terminated by:
- the death of the member;
- the expiration of the member;
- the resignation by the member;
- the resignation by the society;
- Resignation of membership is only possible at the end of the financial year and with the observance of a term of notice of four weeks; the General law of terms does not apply to this term of notice. In any case, membership can be terminated by resignation at the end of the financial year, following upon the year of resignation, or immediately, when, reasonably, membership cannot be continued.
- A resignation that is not compatible with the former paragraph will be terminated at the earliest date following the one at resignation.
- A member can terminate membership immediately within a month:
- following a decision limiting the rights of the member or imposing more obligations noticed by the member or communicated to the member; in that case, the decision does not apply to him. A member cannot terminate membership immediately in case of a change in financial rights or obligations;
- following the communication to the member of a decision to change the society into another legal form, to a merger or division.
- The society can discontinue membership when a member stopped fulfilling the membership obligations required by the bylaws or when the member does not fulfill the obligations regarding the society or when the society cannot be, reasonably, demanded to continue the membership. The discontinuation will be issued by the board.
- Membership is to be discontinued only when a member acts in violation of the constitution, regulations or decisions of the society or harms the society in an unreasonable fashion. The dismissal will be issued by the board.
- A member may appeal against the decision of the society to discontinue his membership within one month upon receipt of the notification of discontinuation. The person concerned will receive the notification of discontinuation in writing as early as possible. During the period of appeal and the appeal itself, membership will be suspended.
- When membership is terminated during the financial year, the whole amount of the membership subscription will still be due.
- Members will pay an annual subscription, determined by the plenary membership meeting Membership categories may pay different dues.
- The board may decide, in special circumstances, to relief the obligation to pay the subscription or part of it.
- The society will be governed by a board consisting of at least seven and maximal nine natural persons. The President and the President-elect will be appointed in function. The board will be recruited from the full membership. The board members will be appointed in the plenary membership meeting. The plenary membership meeting will determine the number of board members. The board should reflect the different nationalities represented in the society. The reflection rules will be specified in the regulations that will be drafted by the board and approved in the plenary membership meeting.
- In case the number of board members is below the minimum of five the board will still be the legal body of government of the society. In this case, the board is obliged to organize a plenary membership meeting in which the vacancies are being addressed.
- The board will recruit from their midst a secretary and treasurer. The board is allowed to appoint a replacement for each of the board members.
Termination of office
- A board member can be dismissed or suspended from office in the plenary meeting, even when appointed for a certain period. A suspension, not followed by dismissal within three months, terminates at the end of this period.
- The term of office of the President is two years, during which the President-elect holds the office of vice-President and following which the latter will be the President. In that case, another President-elect will be elected. All other board members terminate office within four years following their appointment, following a schedule specified by the board.
- Board membership will end also when the board member dies or resigns, or when membership of the society terminates.
Duties of the board and representation
- Within the restrictions of the constitution, the board is the governing body of the society.
- The board is not allowed to enter into agreements for obtaining, transferring or encumbering registered goods, and to agreements committing the society to guarantor or individual debtor, or providing bail or security for a third party.
- The plenary membership meeting may decide that the board needs the approval of the membership for decisions regarding certain legal actions or investments. The decisions pertaining to those legal actions or investments need to be well described and included in the regulations. The lack of approval is no ground for appeal for or against third parties.
- The board represents the society. The authority to represent the society belongs to two members of the board acting together.
All this does not exclude the authority of the board for giving mandate to represent the society.
Board meetings and decision-making
- Board meetings are presided by the President and, if not present, the vice-President. In the absence of both the President and vice-President the board will appoint a chairman.
- The minutes of every board meetings will be made by the secretary, which will be approved and signed by both the President and secretary.
- Valid decisions can be made when at least half of all board members or their representatives are present, provided an absolute majority (i.e., half + 1 of) of the votes. A second board meeting will be convoked as soon as possible if less than half of the board members or their representatives are present. The second board meeting is entitled to decide upon all proposals that would have been addressed during the first board meeting, and decisions are valid taken with an absolute majority of the votes.
- A board member can be represented by another board member having a written authorization. A board member can represent only one other board member.
- Decision-making in the board can be detailed in the regulations determined by the board and approved by the membership in a plenary meeting.
Plenary meetings and conferences
- All authority, which is not exercised by the board either because of the law or the constitution of the society, belongs to the plenary membership meeting.
- There should be an annual plenary membership meeting within six months after the closure of the financial year. The annual plenary meeting will address amongst others:
- the annual report and the annual documents, specified in article 19 and the annual report of the committee indicated in this article;
- the appointment of the committee indicated in article 19 for the upcoming year;
- the discharge of the board;
- appointments vis-à-vis vacancies;
- presentation of the board, or board members announced in the convocation of the annual meeting of the membership.
- There will be a biannual conference. In the year of the conference, the annual plenary meeting will coincide with the biannual meeting.
- Other plenary meetings of the membership will be held as often as the board determines desirable.
- The board is required to schedule a plenary membership meeting, within four weeks upon the written request of at least one tenth of the voting membership.
- In case the board does not act within two weeks, the members who requested for the plenary meeting can proceed themselves with the convocation of the plenary meeting in accord with article 12. The requestors may invite other members than the board to preside over the meeting and the drafting of the minutes.
Convocation of plenary meetings and conferences
- The plenary meetings of the membership and conferences will be convoked by or on behalf of the board. The convocation will be in writing and sent to the addresses of the members in accord with the register, as indicated in article 4, point 3. The term of convocation is at least twenty-one (21) days.
- Electronic convocations, legible and reproducible, should be directed to the address indicated by the member who approves in receiving electronic convocations.
- Convocations should include a list of issues to be addressed during the plenary membership meeting.
Access and voting
- All members of the society and all board members have access to the plenary meeting. In case an affiliated member is an organization, this organization should be represented by a representative of this organization as approved by the board of directors. Suspended members or board members have no access unless they are heard because of the reasons underlying their suspension.
- Persons other than stipulated in point 1 of this article require the approval of the plenary membership meeting.
- Every full member, retired member or honorary member who is not suspended has one vote. All other categories will be considered special members who have not the right to vote.
- A member can vote in writing by authorizing another member present during the plenary membership meeting. A member who entitled to vote can be authorized by maximal two other members entitled to vote.
An electronic version satisfies the requirement of a written authorization.
- Given the decision of the board and the conditions specified by the board, voting can be done electronically.
- Application of point 1 of this article requires that the voting member can be identified and can inform himself directly of the dealings of a plenary membership meeting and who is entitled to vote.
- The conditions specified by the board, as indicated in point 1 of this article, should be published when convoking the plenary meeting.
Chairing and minute taking
- The plenary meeting will be chaired by the President of the society and, in case of the absence of the president, by the vice-President. In case of the absence of both the President and vice-President, one of the other board members, appointed by the board, will act as the chairman. In case, the latter option is not possible, the membership present during the plenary meeting will find an appropriate solution.
- Minutes will be made of the dealings of every plenary membership meeting by the secretary or his representative or by another individual appointed by the chairman. The minutes will be signed by the President and the secretary. Those who convoked the plenary meeting may have a notary to draw a legal document of the minutes. In that case, the signatures of the notary and his witnesses are sufficient. The content of the minutes or the legal document of the minutes will be made available to the membership of the society.
Decision-making in the plenary meeting
- The declaration of the chairman in the plenary meeting concerning the result of a vote is binding. The same applies to the content of a decision regarding the outcome of a vote on a proposal that was not committed to writing.
- In case the correctness of the declaration by the chairman, as indicated in point 1 of this article, is challenged immediately, there will be a new vote if the majority of the membership present, or if the previous vote was not by call or in writing, this is requested by one of the voting members. The new vote annihilates the legal consequences of the previous vote.
- If not by the constitution or by law, all decisions will be taken by majority votes of the members present who entitled to vote.
- Blank and invalid votes are considered not issued.
- In case the election of an individual did not result in an absolute majority, there will be a second vote, or in case of a binding nomination, a second vote between the nominees. In case, the second voted does not yield a majority vote for a candidate or, in case the voting was between two individuals and the votes are equal, the voting continues until a candidate receives a majority vote. The re-voting (not including the second re-vote) is always between the individuals included in the previous vote with the exception of the individual who received the smallest number of votes in the previous vote. In case multiple individuals received the same and the smallest number of votes, a lottery decides which individual will not be included in the subsequent vote. In case, the voting is between two individuals and the votes are equal, a lottery decides who is elected.
- In case, the voting ceases with regard to a proposal, not referring to an individual, the proposal is rejected.
- All voting is done orally, unless the chairman deems a written vote desirable or when one individual who is entitled to vote requires a written vote. A written vote will be done by signed and closed notes. Decision making by acclaim is possible unless a person who is entitled to vote requires voting by call. In case voting is done electronically, the board determines the conditions for decision-making.
- A unanimous decision of all individuals entitled to vote, even when they are not assembled in a meeting, and provided the foreknowledge of the board, has the same authority as a decision of the plenary membership meeting.
- As long as all members who are entitled to vote are present or represented in a plenary membership meeting, valid decisions can be taken regarding all issues that will be addressed, provided this happens unanimously. This includes a proposal to change the constitution – even when there has not been convocation or when the convocation was issued inappropriately or when another regulation regarding the convocation or having meetings was neglected.
The board may appoint committees. The procedures for appointing committees, the appointment of committee members, and the duties and the authority of committees will be specified in the regulations determined by the board.
- The journal, as indicated in article 3, point 3 of the constitution falls under the responsibility of an editor-in-chief.
- The editor-in-chief is recruited from the membership of the society and will be appointed by the board for a term of four years, with the possibility of re-appointment.
- The editor-in-chief appoints the members of the editorial board.
- The procedures, authority, and obligations of the editor-in-chief and the editorial board, and the procedures of editorial board meetings, which may or may not include meetings together with the board of the society, will be specified in the journal regulations by the editor-in chief with approval by the board.
- The financial year coincides the calendar year.
- The board is obliged to administer the assets and all dealings of the society, following the requirements resulting from those dealings, and to file the books, supporting documents and other data-storage media in such a way that, at all times, the rights and obligations of the society can be known.
- The board will present a report of the dealings and policies of the society to the plenary meeting within six months following the closure of the financial year, unless this term is extended by the plenary membership meeting. The board will submit a balance sheet and the state of benefits and revenue charges together with the notes on the accounts for approval by the plenary meeting. These documents will be signed by the board. In case one or more board members did not sign this will be reported together with the reasons for not signing. Following expiration of the term, any board member may require that the board members under consideration oblige to these conditions.
- The plenary membership meeting will appoint, annually, a committee consisting of at least two members who are not members of the board. The committee evaluates the documents indicated by the second sentence in point 3 of this article and reports the results of this evaluation to the plenary membership meeting. The board is required to provide the committee with all information needed for the evaluation and to present, upon request, the funds and the values, the books, documents and other data-storage media of the society.
- Every member of the committee can be dismissed at all times by the plenary membership meeting.
- The board is required to safe-guard the books, documents and other data-storage media, indicated in point 2 of this article, for seven years.
- The data stored on one particular medium may, with the exception of the account on paper, can be transferred and stored on another medium, provided that the transfer and storage of the data is correct and complete and that the data can be accessed during the full term of storage and can be made legible within a reasonable time.
Change of the Constitution
- The constitution of the society cannot be changed unless by a decision of the plenary membership meeting that, when convoked, was informed that during the meeting a proposal to change the constitution would be addressed.
- Those who convoked the plenary membership meeting for a change in the constitution should make available the proposal for a change in the constitution at least five days ahead of the plenary membership meeting until the end of the day of the membership meeting.
- A decision to change the constitution requires at least two thirds of the votes of the members who are entitled to vote, in a meeting that is attended by at least half of the membership, or their representatives, who are entitled to vote. Should less than half of the membership be present, a second meeting will be convoked as soon as possible for deciding upon a constitutional change as proposed in the previous meeting, irrespective of the number of members present who are entitled to vote. The decision in this meeting requires a majority of at least two thirds of the voting members present.
- A change in the constitution is not actuated unless by a deed of a notary. Every member of the board is entitled to have the deed passed.
- The society can be dissolved by a decision of the membership meeting. Points 1, 2, and 3 of the previous article apply to such a decision. The membership meeting, when deciding to dissolve the society, appoints the liquidators proposed by the board. If not the board will act as the liquidators.
- The funds that remain after liquidation are owned by those who were member of the society at the time of its dissolution. Each member receives an equal share. However, the remaining funds can be given another purpose when it is decided to dissolve the society.
- The board may decide upon a set of regulations following approval of the membership meeting.
- The regulations cannot violate the law or the constitution.
The constitution presented in this deed will be translated unofficially in English. In no case, the English version of the constitution will prevail over the Dutch original.
- The first financial year ends ultimo two thousand eleven.
- At the start the number of board members is set at seven and they are appointed board members:
- Mr. M.W. van der Molen, aforementioned, as President
- Mr. Franck Pierre Vidal, as President-elect
- Mr. Torsten Henryk Baldeweg
- Mr. Paul Pauli
- Mr. Philippe Jean Germain Peigneux
- Mr. Márk József Molnár
- Mr. K.B.E. Böcker, aforementioned, as secretary/treasurer.
The appearers are known to me, notary.
This deed, made in minute, is passed in Amsterdam at the date appearing at the head of this deed.
Following the presentation of this deed and the explanation to it to the appearers, the appearers declared to have a full understanding its content and waved full reading of the deed.
Subsequently, this deed, following limited reading, has been signed by the appearers and me, notary, in accord with the law.