for Cognitive and
Affective Neuroscience
Constitution
(certified 14 Feb 2023)
Name
Article 1
The Society carries the name: “The European Society for Cognitive and Affective Neuroscience” (ESCAN).
Seat
Article 2
The seat of the Society is in the municipality of Amsterdam.
Goal
Article 3
1. 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.
2. The Society will pursue this aim by, amongst others, organizing periodical conferences, workshops, seminars, summer schools, and the like.
3. The Society will periodically circulate a newsletter amongst its members.
4. The Society cannot share profit amongst its members.
5. 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.
Members
Article 4
1. The Society has:
a. Full Members: natural persons who:
i. hold a PhD degree or equivalent;
ii. have published peer-reviewed research; and
iii. are actively involved in independent scientific research in the Cognitive and Affective Neurosciences and related areas;
b. Student Members: natural persons who are in the beginning of their research careers in the domain of the Cognitive and Affective Neurosciences. These persons are typically PhD students performing their dissertation research (or similar research) or students enrolled in a Master program;
c. 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 voting rights;
d. Retired Members: Full Members who retired may apply to become a retired Member. The Board will determine the conditions for retired membership;
e. Honorary Members: Full Members who fulfilled offices in the Society and have contributed to the advancement of the Cognitive and Affective Neurosciences in Europe, upon the evaluation of the Board.
In the bylaws, “members” refer to all membership categories unless specified otherwise.
2. 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.
3. Personal information about members will be handled in a GDPR compliant manner.
4. Official communication between the Society and the members is insofar as allowed under the law done via electronic means, namely via:
a. public announcements on the Society’s website (which will be archived for future access); and
b. upon approval of the members, electronic communication via the members’ electronic addresses (e-mails).
Termination of membership
Article 5
1. Membership is terminated by:
a. the death of the member;
b. the dissolution of the member;
c. the resignation by the member;
d. the resignation by the Society;
2. 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.
3. A member can terminate membership immediately within a month:
a. 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;
b. following the communication to the member of a decision to change the Society into another legal form, to a merger or division.
4. The Society can discontinue membership when a member has 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 reasonably be demanded to continue the membership. The discontinuation will be issued by the Board.
5. 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.
6. A member may appeal against the decision of the Society to discontinue his/her 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. The appeal will be judged by an ad-hoc committee of three past Board Members that do not have a conflict of Interests with the appealing member. Selection of these Committee Members will be done by randomizing the list of all past Board Members from the two previous mandates and inviting them following the randomized order until three members accept and declare to have no conflict of interests in the matter.
7. When membership is terminated during the financial year, the whole amount of the membership subscription will still be due.
Obligations
Article 6
1. Members will pay an annual subscription, determined by the plenary membership meeting. Membership categories may pay different dues.
2. The Board may decide, in special circumstances, to relieve the obligation to pay the subscription or part of it.
3. Each member will be responsible for maintaining up-to-date contact information (specifically, an active e-mail address) on his/her online profile of the official website of the Society. The Board is responsible for providing members with access to their member profiles on the website so that members may consult and/or edit their profile information.
4. If a member unexpectedly loses access to the e-mail address that is registered with the Society and is unable to access the members area of the official website of the Society, he or she must contact the Secretary of the Board to request resetting the account. The Secretary of the Board may require the member to provide proof of identity in order to comply with this request.
Board
Article 7
1. The Board of the Society shall consist of the President and the President-Elect, ex-officio, and elected members (between five and seven) all persons being known as elected Board Members. All Board Members must be Full Members of the Society. Normally, not more than two elected Board Members should have their current professional primary affiliation in the same country. The Board (i.e., the elected Board Members) may co-opt further members to assist the Board with particular tasks. Co-opted members must also be Full Members of the Society.
2. The Board shall meet with such frequency as to ensure the smooth running of the Society but at least twice a year.
3. The Board shall appoint the Secretary and the Treasurer. They may or may not be elected Board Members at the time of their appointment. Upon appointment by the plenary membership meeting they become members of the Board.
4. Only elected Board Members are entitled to vote at Board meetings. This means, inter alia, that if the Secretary or Treasurer are elected Board Members at the time of a vote, they may vote, and if they are not elected Board Members they may not vote.
5. The Board will maintain the Society’s official website, where public announcements are made and archived, and where electronic communication may be sent to members. The Board will also maintain an official e-mail address of the Society.
Elections
1. Every two years an election for new Board Members and for the new President-Elect will be organized. Two months before the start of this election, the Secretary shall seek nominations for elected Board Members and shall set a deadline for receipt of nominations at the Secretary's address (or via submission of an electronic form, if so decided by the Board) at least one month after the call for nominations has been communicated to members.
2. Nominations for new Board Members should be made in writing by a Full Member of the Society. The candidate should give his or her written consent to being nominated. Members of the Board are also entitled to propose candidates for the vacant offices.
3. Nominations for new President-Elect will be made by the Board, from among previously elected Board Members. If there are multiple candidates for President-Elect, the election will proceed normally. In case there is only one candidate for President-Elect, voting members will vote on whether they agree or disagree with the election of the candidate. The candidate will only be elected if there is a majority of votes expressing agreement. If the candidate is not elected after the voting takes place, the Board shall nominate another candidate or candidates and repeat the election.
4. For the election of new Board Members, all Full Members are entitled to vote. Each Full Member who is entitled to vote shall have one vote per vacant position in the Board.
5. For the election of the new President-Elect, all Full Members are entitled to vote. Each Full Member who is entitled to vote shall have one vote.
6. In order to apply Article 7, which restricts elected membership of the Board to not more than two members with their current professional primary affiliation in the same country, the order of election to the Board shall be deemed to be President, President-Elect and other elected Board Members, the latter in descending order of the votes they receive in an election. So, for example, if the persons elected President and President-Elect have their current professional primary affiliation in the same country, this bars any further candidates from that country being elected as elected Board Members. This rule is waived if, despite there already being two elected members having their current professional affiliation in the same country on the Board, all the remaining candidates are also affiliated with that country.
Termination of office
Article 9
1. The President's term of office is two years, after which he or she becomes ineligible during two years for election to the Board. The President-Elect's term of office is two years, after which he or she becomes President. If the President-Elect is not available to become President, then the Board can nominate another candidate or candidates from the Board Members and seek approval (for a single candidate) or decision (between several candidates) from the voting members. The term of office of other elected Board Members is four years, during which they are eligible for election as President-Elect or President. However, after a four-year term, Board Members are ineligible for immediate re-election as other elected Board Members. The Secretary and the Treasurer are appointed for two years, with eligibility for re-appointment for a maximal term duration of eight years. A year in office starts on January 1 of the year following the election and ends on December 31.
2. A Board Member can be dismissed or suspended from office in the plenary meeting (cf. Article 13), even when appointed for a certain period. A suspension, not followed by dismissal within three months, terminates at the end of this period.
3. 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
Article 10
1. Within the restrictions of the constitution, the Board is the governing body of the Society. In performing their duties the Board Members shall regard the interests of the Society and the business enterprise or the organization connected with it.
2. 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.
3. 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.
4. 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.
5. In the event of the prevention or permanent absence of one or more Members of the Board the remaining Member(s) of the Board shall be in charge of the entire management of the Society. The plenary membership meeting shall ensure that a person is appointed to temporarily manage the Society in the event of the prevention or permanent absence of all the Board Members or of the sole Board Member.
Prevention in this paragraph means in any case the circumstances that
a. the Board Member during a period in excess of seven days cannot be reached due to illness or any other cause; or
b. the Board Member has been suspended.
Board meetings and decision-making
Article 11
1. Board meetings are presided by the President and, if not present, the President-elect. In the absence of both the President and President-elect the Board will appoint a chairperson.
2. The minutes of every board meeting will be made by the secretary, which will be approved by both the President and Secretary.
3. Valid decisions can be made when at least half of all elected 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 elected 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. If the majority of the votes is not reached, the President’s vote will count as double.
4. A Board Member can be represented by another Board Member having a written authorization. A Board Member can represent only one other Board Member.
5. A Board Member does not participate in the discussions and the decision-making if the relevant Board Member has a direct or indirect personal interest which conflicts with that of the Society and the business enterprise or the organization with it. If, as a consequence thereof no resolution of the Board can be adopted, the resolution will be adopted by the plenary membership meeting.
6. 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
Article 12
1. 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.
2. 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:
a. the annual report and the annual documents, specified in article 19 and the annual report of the committee indicated in this article;
b. the appointment of the committee indicated in article 19 for the upcoming 2 years; the discharge of the Board;
c. appointments vis-à-vis vacancies;
d. presentation of the Board, or Board Members announced in the convocation of the annual meeting of the membership.
3. There will be a biennial conference. In the year of the conference, the annual plenary meeting will coincide with the biennial conference.
4. Other plenary meetings of the membership will be held as often as the Board determines desirable.
5. 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.
6. 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 requesters may invite other members than the Board to preside over the meeting and the drafting of the minutes.
Convocation of plenary meetings and conferences
Article 13
1. The plenary meetings of the membership and conferences will be convoked by or on behalf of the Board. The convocation will be announced on the official website of the Society and also sent in writing to the addresses of the members in accordance with the register, as indicated in article 4, point 3. Upon approval of the relevant member, the convocation, which needs to be legible and reproducible, will be sent to the electronic address (e-mail) of such member, in accordance with the register, as indicated in article 4, point 4. The term of convocation is at least twenty-one (21) days.
2. Convocations should include a list of issues to be addressed during the plenary membership meeting.
Access and voting
Article 14
1. 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 suspended Board Members have no access unless they are heard because of the reasons underlying their suspension.
2. Persons other than stipulated in point 1 of this article require the approval of the plenary membership meeting.
3. Every Full Member, retired Member or honorary Member who is not suspended has one vote. Student Members and Affiliated Members will be considered special members who do not have the right to vote.
4. A member can vote in writing by authorizing another member present during the plenary membership meeting. A member who is entitled to vote can be authorized by a maximum of two other members entitled to vote.
An electronic version satisfies the requirement of a written authorization
Article 15
1. Given the decision of the Board and the conditions specified by the Board, voting can be done electronically.
2. Application of point 1 of this article requires that the voting member can be identified and can inform himself or herself directly of the dealings of a plenary membership meeting and who is entitled to vote.
3. 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
Article 16
1. The plenary meeting will be chaired by the President of the Society and, in case of the absence of the president, by the President-elect. In case of the absence of both the President and President-elect, one of the other Board Members, appointed by the Board, will act as the chair.
2. 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 chairperson. The minutes will be signed by the President (or chairperson in case of absence of 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
Article 17
1. The declaration of the chairperson 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.
2. In case the correctness of the declaration by the chairperson, as indicated in point 1 of this article, is challenged immediately, there will be a new vote if (a) the majority of the membership present agrees to it, or (b), if the previous vote was not by call or in writing and this is requested by one of the voting members. The new vote annihilates the legal consequences of the previous vote.
3. If not by the constitution or by law, all decisions will be taken by majority votes of the members present who are entitled to vote.
4. Blank and invalid votes are considered not issued.
5. 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 vote 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.
6. In case the voting ceases with regard to a proposal, not referring to an individual, the proposal is rejected.
7. All voting is done orally, unless the chairperson 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.
8. 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.
9. 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.
Committees
Article 18
1. Every two years (coinciding with the term of the President), the Board will appoint a Junior Advisory Committee of three Student Members whose duty is to report the needs and ideas of the Student Members to the Board.
2. The Board may appoint other 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.
Financial administration
Article 19
1. The financial year coincides with the calendar year.
2. 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.
3. 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.
4. 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.
5. Every member of the committee can be dismissed at all times by the plenary membership meeting.
6. 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.
7. 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
Article 20
1. 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.
2. 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.
4. 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.
Dissolution
Article 21
1. 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.
2. The funds that remain after liquidation are owned by those who were members 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.
Article 22
1. The Board may decide upon a set of regulations following approval of the membership meeting.
2. 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.