ECNP Association

Articles of Association (Statuten)

Name and seat
Article 1
1.1The full name of the association is: ECNP Association, and the name: European College of Neuropsychopharmacology and abbreviated form ECNP may also be used.
1.2 It has its corporate seat in the municipality of Utrecht.

Objects
Article 2
2.1 The objects of the association are to stimulate high-quality experimental and clinical research in applied and translational neuroscience, with special emphasis on coordinating and promoting the scientific activities and standards between countries in Europe.
2.2 The mission of ECNP will be to advance the science of the brain, promote better treatment and enhance brain health.
2.3 ECNP:
    a. brings together all persons involved in or interested in the scientific study of applied and translational neuroscience by arranging scientific meetings, educational activities, research networks, and publishing and disseminating scientific research;
   b. provides guidance and information to the scientific community and other relevant stakeholders on matters pertaining to applied and translational neuroscience;
   c. further provides a format for coordination and for development of common standards in Europe; and
   d. may establish, hold and manage other legal entities to support the above objects and activities.
2.4 ECNP does not aim to make a profit.

Members
Article 3
3.1 The membership of ECNP is individual. Any person of legal age actively engaged or interested in the scientific study of applied and translational neuroscience may apply for membership of ECNP.
3.2 There will be five categories of membership, as further set out in articles 3.3 through 3.7. Members of each category should hold qualifications considered appropriate by the Executive Committee. On becoming a member, prospective members have to undertake to act in accordance with the Code of Conduct of ECNP, which will be adopted in accordance with Article 22.
3.3 Ordinary Membership: any worker in any relevant discipline in the field of applied and translational neuroscience, resident in Europe, may apply for ordinary membership of ECNP. Only ordinary members have the right to vote at the General Assembly and to hold office in the Executive Committee or ECNP sub-Committees and Task Forces.
3.4 Fellow Membership: Fellow membership may be conferred by the Executive Committee on ordinary members whose scientific eminence and/or contribution to ECNP are deemed to merit special recognition.
3.5 Honorary Membership: Honorary membership may be awarded to Ordinary Members of distinction by the General Assembly upon recommendation by the Executive Committee.
3.6 Associate Membership: Associate membership is available to those who are actively engaged in or interested in research in applied and translational neuroscience, resident in Europe, but not fulfilling the requirements for ordinary membership. Associate membership can be held for a maximum of five (5) years.
3.7 Corresponding Membership: Corresponding membership will be available to researchers in the field of applied and translational neuroscience, who are not resident in Europe.
3.8 Members will have no right or claim to any portion of ECNP’s assets and should not in any way be considered to be ECNP’s ultimate beneficial owners.
3.9 The Executive Committee shall maintain a register, which contains the names and addresses of all members stating their category of membership.
3.10 Each member must notify the association upon applying for membership of the e-mail address where such member can receive notices and any changes therein; this e-mail address remains valid for the association for as long as the member does not provide another e-mail address to the association through the member portal on its website. Any consequences of failure to submit the correct address and any changes therein are at the member's risk and expense.

Admission of members
Article 4
The Executive Committee shall decide on the admission of members. Upon admission of a member a twelve-months membership term will start for such member.

Termination of membership
Article 5
5.1 Membership shall terminate upon:
   a. notice of termination given by the member at least one month before the end of the relevant member's twelve-months membership term;
   b. notice of termination given by the association. This may occur if a member no longer meets the requirements for membership laid down in these Articles of Association, if the member does not comply with its obligations towards the association including but not limited to payment of the twelve-months membership fee, or if the association cannot be reasonably required to allow the membership of a member to continue;
   c. expulsion of the member. This may only occur if a member acts in breach of these Articles of Association, the association’s internal rules and regulations, or a valid resolution of the association, or prejudices the association in an unreasonable manner.
5.2 Termination of membership by the association and expulsion from membership shall be done by the Executive Committee. The notification and expulsion periods, the effective date of the termination of the membership, the manner of notification and expulsion and the resulting consequences as well as any appeals shall be laid down in the internal rules and regulations.
5.3 Each member who's membership is terminated on the ground that continuation of the membership cannot be reasonably required and each member who is expelled from the membership can appeal against the termination or the expulsion with the External Review Board of ECNP within a month of the communication of the decision of termination or expulsion. During the appeal period and pending the appeal, the member will be suspended.
5.4 If the membership terminates in the course of the relevant member's twelve-months membership term, the entire twelve months membership fee shall nevertheless remain due and payable.

Annual contribution
Article 6
For each twelve months of membership, starting on the date of first admission, each member must pay a twelve-months membership fee, the amount of which is determined per category of membership by the Executive Committee.

Executive Committee
Article 7
7.1 The Executive Committee of the association shall consist of up to twelve (12) members: the President, Vice-President, President-Elect, Past-President, Secretary and Treasurer, and up to six (6) Councillors. Executive Committee members shall be appointed by the General Assembly. The appointment shall be made from among the association’s members upon a nomination made by the Nominating Committee, as set out in Article 16. The Executive Committee can decide to invite experts on an ad-hoc basis. Experts do not have the right to vote. These experts may attend the meeting but are not official members of the Executive Committee. The Executive Director, the Editor-in-Chiefs of the ECNP journals, the Chair of the Scientific Programme Committee, and other persons to be decided by the Executive Committee may attend Executive Committee meetings. The Executive Director, the Editor-in-Chiefs of the ECNP journals, the Chair of the Scientific Programme Committee, and other persons to be decided by the Executive Committee are not official members of the Executive Committee, have no voting rights, and the Executive Committee may exclude them from attending meetings if it so decides.
7.2 The Vice-President, Secretary and Treasurer and the Councillors can only serve two consecutive terms in that position. The President and President-Elect and Past-president cannot be re-elected to that position.
7.3 Members of the Executive Committee shall sit for a term of three years.
7.4 Members of the Executive Committee can only sit for three (3) consecutive three-year terms. By exception, the President can sit for a fourth term as President- and a fifth term as Past-President.
7.5 In the event the membership of an Executive Committee member prematurely ends, the Executive Committee will decide which Executive Committee member will temporarily take over his or her function, until the next General Assembly.
7.6 Where one or more members of the Executive Committee are no longer in office or are unable to act, the remaining member(s) shall be provisionally charged with the entire management of the Association. Where all members of the Executive Committee or the only member are/is no longer in office or are/is unable to act, the management shall be provisionally conducted by the person designated for that purpose by the General Assembly.

Termination of Executive Committee membership – suspension
Article 8
8.1 The Executive Committee members, even if they have been appointed for a specific period, may at all times be dismissed or suspended by the General Assembly. A suspension that is not followed within three months by a resolution to dismiss, shall terminate by expiry of that period.
8.2 Executive Committee membership shall also terminate by:
   a. by termination of membership of the association;
   b. resignation;
   c. death.
8.3 If the number of Executive Committee members drops below the determined number, the other remaining Executive Committee members or member shall stay a competent body. The Executive Committee, however, must convene a General Assembly as soon as possible in order to fill the vacancy/vacancies, with due observance of the provisions regarding the nomination of members of the Executive Committee as set out in Article 16.

Executive Committee resolutions
Article 9
9.1 The Executive Committee meets at least once a year.
9.2 The presence of at least seven (7) voting members of the Executive Committee is required to constitute a quorum. Decisions will be passed with the absolute majority of the votes cast. If the votes are equal the President shall have the deciding vote.
9.3 A member of the Executive Committee may not participate in the deliberations and decision making on a matter in relation to which he or she has a direct or indirect personal interest which conflicts with the interests of the association. Where all Executive Committee members have such a conflict of interest, the relevant decision shall be taken by the General Assembly.
9.4 Meetings of the Executive Committee can be held in person or through audio or audio-visual communication facilities.
9.5 Resolutions of the Executive Committee may, instead of at a meeting, be passed by e-mail or electronic voting, provided that all members are familiar with the resolution to be passed, unless three or more members object to this decision-making process.
9.6 There will be kept proper records of the deliberations of the Executive Committee. The determination made by the President at the meeting with regard to the results of a vote taken shall be decisive. The same shall apply to the contents of a resolution passed, where there has been a vote about a proposal which has not been put in writing.
9.7 Further rules on meetings and Executive Committee resolutions may be laid down in the internal rules and regulations.

Powers of the Executive Committee and representation
Article 10
10.1 The Executive Committee is charged with the management of the association, subject to the restrictions laid down in the articles of association.
10.2 Under its responsibility, the Executive Committee may order specific parts of its duties to be carried out by committees and task forces that it appoints.
10.3 The Executive Committee is authorised to resolve to enter into agreements to acquire, dispose of or encumber registergoederen (property in respect of which rights can only be created or transferred by means of an entry in a public register) and agreements whereby the association commits itself as surety or as a joint and several debtor, warrants performance by a third party or commits itself to furnish security for a debt of a third party.
10.4 The association shall be represented by:
   a. the Executive Committee; or
   b. the President or Vice-President of the Executive Committee, acting jointly with another member of the Executive Committee;
10.5 The Executive Committee shall grant the Executive Director and may grant one or more other persons a power of attorney to represent the association and determine the scope of authority of such persons in this regard.

Records – Financial year - Annual report - Reports
Article 11
11.1 The financial year of the association runs as from the first day of January through to the thirty-first day of December.
11.2 The Executive Committee shall keep appropriate records of the association’s financial position and of all matters relating to the association's activities in compliance with the requirements arising from these activities and shall store the relevant books, documents and other data carriers in such a manner that the association's rights and obligations can be determined from these records at any given time.
11.3 Each year, within six months, subject to extension of this period by the General Assembly, after the end of the financial year a management report on the course of events at the association and the management conducted shall be prepared by the Executive Committee and presented at a General Assembly. The Executive Committee shall also submit for approval to the General Assembly the balance sheet and the statement of income and expenditure, with an explanation. The management report and financial statements shall be digitally signed by the members of the Executive Committee and if the signature of one or more of them is missing this shall be stated, giving the reason therefor.
11.4 An auditor (registeraccountant), appointed by the Executive Committee for two years, and may be reappointed after that term, must express an opinion on the fair view offered by the financial statements.

General Assembly
Article 12
12.1 All powers within the association that are not assigned by law or these Articles of Association to other bodies shall accrue to the General Assembly.
12.2 Each year, no later than within six months of the end of the association's financial year unless this period has been extended by the General Assembly, a meeting – the annual meeting – shall be convened in accordance with the provisions of Article 15. The annual meeting shall, inter alia, address the following:
   a. the annual report referred to in Article 11 including the auditor’s opinion referred to in that article;
   b. filling Executive Committee vacancies, if any;
   c. proposals of the Executive Committee or of the members, announced in the notice convening the meeting.
12.3 Additional meetings shall be held whenever the Executive Committee considers this desirable.
12.4 Furthermore, the Executive Committee must convene a meeting whenever fifty (50) ordinary members, or such a lower number of members representing one-tenth of the ordinary members, have requested this in writing (including by e-mail), in which case the meeting must be convened in such a manner that it is held within four weeks of receipt of the request or on such later date indicated in the request or proposed by the Executive Committee and consented to the relevant members. If the request is not complied with within fourteen days, each of the persons who made the request shall have the right to convene the meeting himself/herself through a notice convening a meeting in accordance with Article 15. In such case the person or persons convening the meeting shall as much as reasonably possible co-operate with the Executive Director and/or other staff of the association to allow such a meeting to be properly organised.
12.5 Except as provided for in Article 12.4, a General Assembly shall be convened by the Executive Committee at least five weeks in advance, not counting the day of the convening notice and that of the meeting. The notice convening the meeting shall be sent by e-mail to the addresses of the members listed in the membership register referred to in Article 3.
12.6 Without prejudice to the provisions of Article 20 (Amendments to Articles of Association), the notice convening the meeting shall state the agenda items to be discussed.
12.7 Ordinary members can submit to the Secretary of the Executive Committee any motions supported by at least ten ordinary members at least sixty days prior to the Meeting.

Admission and voting rights
Article 13
13.1 All members of the association shall be admitted to the General Assembly with the exception of suspended members.
13.2 Each ordinary member of the association who has not been suspended shall have one vote.
13.3 The Executive Committee may decide that each ordinary member present physical or online is entitled to exercise his/her voting rights in the meeting by way of an electronic means of communication. For participation in the meeting in accordance with the previous sentence, it must be possible (i) for the member to be identified through the electronic means of communication, (ii) for the member to follow the proceedings at the meeting directly and (iii) to exercise the right to vote.
13.4 The Executive Committee may set conditions for the use of the electronic means of communication; these conditions shall be stated in the notice convening the meeting.
13.5 The Executive Committee may decide that votes cast prior to the General Assembly through an electronic means of communication, albeit no sooner than the thirtieth day before the date of the meeting, are the same as votes cast during the meeting.

Chairman and minutes
Article 14
14.1 Except in the situation as provided for in Article 12.4, the meetings shall be chaired by the President or the Vice-President. If the President or the Vice-President are not present, one of the other Executive Committee members, to be designated by the Executive Committee, shall act as chair of the meeting. If this method also fails to result in the appointment of a chair, the meeting shall appoint its own chair person.
14.2 Minutes of each meeting shall be kept by the secretary or a person at the meeting appointed by the chair to act as secretary. The minutes shall be adopted and signed by the chair. The members will be informed of the content of the minutes.

General Assembly resolutions
Article 15
15.1 The General Assembly may only vote on matters which have been put on the agenda for the meeting which was enclosed with the convening notice to be sent out five (5) weeks before the meeting. The determination of the chair of the General Assembly with regard to the results of a vote shall be decisive.
15.2 Where the accuracy of the chair's determination as referred to in Article 15.1 is contested immediately after it has been made, a new vote shall take place if the majority of the General Assembly so requires. The legal consequences of the original vote shall become void as a result of the new vote.
15.3 Unless otherwise provided for in these Articles of Association or the law, all General Assembly resolutions shall be passed by an absolute majority of the valid votes cast in a meeting in which at least five per cent (5 %) of the total number of ordinary members are present.
15.4 Blank votes and invalid votes shall be considered as not having been cast.
15.5 Where there is a tie in any vote on an issue, no resolution shall have been passed.
15.6 All votes shall be decided by show of hands, unless the chair deems it necessary to hold a vote by ballot. Votes by ballot shall be by means of sealed and unsigned ballot papers. Resolutions may be adopted by acclamation, unless one of the persons with voting rights demands a vote by response to a roll call.
15.7 Valid resolutions on all agenda items, including a proposal to amend the Articles of Association or to dissolve the association, may also be taken if all ordinary members are present at a General Assembly, provided the vote is unanimous, even if no notice convening a meeting was given or if the meeting was not convened in the manner laid down in these Articles of Association, or if any other rule on the convening and holding of meetings or any related formalities in that respect have not been observed.

The Nominating Committee
Article 16
16.1 The Nominating Committee is appointed by the Executive Committee in office to nominate candidates for the future Executive Committee. The Nominating Committee is constituted of seven members of whom the chair should be the Past President and another member the President-Elect. At least three members must be recruited from outside the Executive Committee. Its members are not eligible for the Executive Committee, except for the President-Elect.
16.2 The Nominating Committee will take into account the leadership experience, scientific standing, gender balance, diversity and the geographical distribution of members in coming to their recommendation for the officers and members of the Executive Committee. The Nominating Committee will solicit self-nominations for open EC positions.
16.3 The Nominating Committee will circulate to ordinary members by 15 May in the year the Executive Committee three-year term ends, their candidates for the future Executive Committee.
16.4 The proposal of the Nominating Committee can be challenged by vote at the General Assembly, if an alternative suggestion for nomination has been put forward by at least fifteen (15) ordinary members at least two (2) months prior to the General Assembly and put to vote at the General Assembly. The alternative proposal should take into account the criteria as set in article 16.2 .
16.5 Should the General Assembly reject the proposal of the Nominating Committee, the Nominating Committee will be charged with preparing a new proposal.

The External Review Board of ECNP
Article 17
17.1 The External Review Board of ECNP ("External Review Board") shall consist of four (4) members which will be appointed by the General Assembly on the basis of a binding nomination made by the members of the External Review Board, except for the first members of the External Review Board who will be appointed pursuant to this deed.
17.2 The External Review Board shall (i) provide an independent review of the activities of ECNP to the Executive Committee, (ii) review complaints or concerns from the members about the activities of ECNP, and (iii) advise the Executive Committee on appropriate responses. To these ends, the External Review Board has access to all minutes and other documents accessible to the Executive Committee.
17.3 The External Review Board will elect its own chair from among its board members. The chair may serve up to two terms of three years and the other members may serve maximum two (2) terms of three (3) years.
17.4 The External Review Board will meet at least once a year and will provide a report to the General Assembly.

The ECNP Office and Executive Director
Article 18
18.1 The Executive Committee will use the service of the Stichting Buro ECNP (ECNP Office) which will support the activities of the Executive Committee and its members, and implement its decisions and in general administer and manage the activities of ECNP as the Executive Committee may decide.
18.2 The ECNP Office is managed by an Executive Director, to be appointed and dismissed by the Executive Committee.
18.3 The Executive Director will be granted by way of a proxy authority to manage the ECNP Office, hire personnel, determine their terms of employment and in general to implement any and all of the activities of ECNP.

The journals
Article 19
19.1 ECNP will have its own journals, devoted to applied and translational neuroscience and related disciplines.
19.2 The Editors-in Chief of these journal will be nominated for a three (3) year term by the Executive Committee, and could serve for a maximum of six (6) years.
19.3 The Editors-in-Chief will report to the General Assembly and the Executive Committee at least once a year. The Editors-in-Chief may nominate members of Editorial Boards, subject to the approval of the Executive Committee.

Amendments to the Articles of Association
Article 20
20.1 Without prejudice to the provisions of Article 15.7, an amendment to these Articles of Association may only be effected through a resolution taken at a General Assembly, whereby the notice convening the meeting states that a proposal to amend the Articles of Association will be put before the meeting.
20.2 Those convening the General Assembly for the purpose of submitting a proposal to amend the Articles of Association, must make available to the members for inspection by e-mail, from at least six weeks prior to the meeting until the end of the day on which the meeting is held, a copy of that proposal containing the verbatim text of the proposed amendments.
20.3 Without prejudice to the provisions of Article 15.7, a resolution to amend the Articles of Association requires at least two-thirds of the votes validly cast in a meeting at which at least forty (40) ordinary members are present.
Where a quorum is not present or represented as required under the preceding sentence, a second meeting shall be convened, to be held not less than two weeks and not more than four weeks after the first meeting; this second meeting may pass the resolution by a majority of not less than two-thirds of the valid votes cast, irrespective of the number of ordinary members that are present at that meeting.
20.4 An amendment shall be effected by means of a notarial deed. Each Executive Committee member is authorised to cause the notarial deed of amendment to the articles of association to be executed before a notary.

Dissolution
Article 21
21.1 The association shall be dissolved by a resolution of the General Assembly. The provisions of Article 20.1, 20.2 and 20.3 shall apply mutatis mutandis.
21.2 The liquidation shall be effected by the Executive Committee, unless the General Assembly decides otherwise.
21.3 The liquidator(s) shall distribute any credit balance of the association’s capital remaining after the debts have been paid to another organisation qualified as ANBI, or, if foreign, a European tax-exempt non-profit organisation whose public interest is similar to that of ECNP and is focused for at least 90% on serving the public interest.

Internal rules and regulations
Article 22
22.1 The association shall have internal rules and regulations and a Code of Conduct which will be adopted and can be amended by the Executive Committee.
22.2 The General Assembly may determine one or more other internal rules and regulations which it can change at any time.
22.3 The internal rules and regulations may not be contrary to the law, even where the law is not mandatory, nor may they be contrary to the provisions of these Articles of Association.