The constitution of the EUROPEAN BEHAVIOURAL PHARMACOLOGY SOCIETY e.V.
Article 1. Name and Registered Office.
(1). The name of the Society is: European Behavioural Pharmacology Society, abbreviated name: EBPS.
(2). The Society has its registered office in Utrecht, the Netherlands.
Article 2. Purpose
(1). The objects for which the Society is established are:
The advancement of behavioural pharmacology, including educational endeavours.
(2). The Society seeks to achieve its objects inter alia by:
Organizing scientific meetings and workshops. To achieve this objective, applications for donations will be made.
(3). Within the framework of its objects, the Society may stipulate entitlements for the benefit of the members. The Society may enter into obligations to be fulfilled by the members, by virtue of resolutions of the General Meeting. The resolution of the General Meeting has to describe sufficiently the character and the content of those obligations.
Article 3. Members
(1). The Society has ordinary members, honorary members, retired members and trainee members.
(2). Ordinary members are qualified individuals who have an active interest in behavioural pharmacology.
(3). On the recommendation of members of the Society, the board may elect as honorary members persons who have distinguished themselves in behavioural pharmacology or members who have rendered long and valuable services to the Society. Honorary members shall have the same rights as ordinary members.
(4). An ordinary member who retires may claim retired status. Retired members have the same rights as ordinary members.
(5). Persons who can prove that they are students or trainee (to be determined by the board) in good faith may become trainee members. Trainee members have the same rights as ordinary members.
Article 4. Register of members1
The Board shall keep a register in which the names and email addresses of the members have been recorded. The members shall be required to ensure that their email addresses are known to the Board.
Article 5. Annual subscription fees
(1). Ordinary members and trainee members are obliged to pay an annual subscription fee. They can be assigned to categories paying different amounts.
(2). The Board can grant relief from the obligation to pay a subscription fee fully or partially to members in special situations.
(3). Honorary members and retired members are not obliged to pay an annual subscription fee.
Article 6. Termination of membership
(1). The membership shall end:
(a) when the member dies;
(b) when the members-legal entity ceases to exist;
(c) by notice of termination by the member;
(d) by notice of termination by the Society;
(e) by removal.
(2). The member may give notice of termination without stating reasons.
(3). Notice of termination by the Society shall be given by the Board and shall be allowed only:
(a) if a member fails to fulfil its obligations towards the Society (for example a member has not paid his membership contribution in the past two years, despite written notice);
(b) when it cannot reasonably be expected from the Society to allow the membership to continue.
(4). Notice of termination shall be given in writing only. Notice of termination by the member may be given as per the end of a financial year, with due observance of a notice period of at least four weeks. In deviation of the above provision, a member may terminate its membership with immediate effect if the member can no longer reasonably be expected to continue the membership or within one month after that member has been informed of a resolution to convert the Society into another legal form or to enter into a merger or a demerger.
(5). Removals shall be effectuated by the Board and may take place only if a member acts in violation of the articles of society, by-laws or resolutions of the Society, or if a member prejudices the Society in an unreasonable manner.
(6). The Board shall inform the member concerned as soon as possible of a resolution to terminate the membership by the Society and of a resolution to remove the member, providing the reasons therefore. Within one month after receipt of the notice referred to above, the member may file an appeal to the Board2. During the appeal period and pending the appeal the member shall remain suspended.
(7). When the membership ends in the course of a financial year, the annual subscription fee shall nonetheless be due and demandable in full.
Article 7. Board
(1). The Board shall consist of an Executive Committee of at least seven (7) persons. In total the Board shall consist of a maximum of sixteen (16) persons and is appointed by the General Meeting from the members or other persons.
(2). If the Board temporarily consists of less than seven (7) persons, it shall nonetheless be authorized, while being under an obligation of calling a General Meeting as soon as possible in order to fill the vacancy/vacancies.3
(3). If a Board member is absent or unable to act, the remaining member or members of the Board shall be temporarily charged with managing the Society. In the absence or inability to act of the entire Board or the sole Board member, the person or persons to be appointed for this purpose by the Board shall temporarily be in charge of the management. If no person has been appointed and there are no board members, then a member may request the court to appoint such a person. An inability to act exists if the member is absent or unavailable for at least one month, as well as if the member is permanently in a physical and/or mental state, due to illness, accident or any other cause, as a result of which he is unable to express himself, due to lack of consciousness or inability to do so. Persons who have been appointed by the General Meeting that are temporarily in charge of the management, shall be treated the same as a Board member.
(4). Board members may be nominated by the board.
(5). The chairperson is appointed as such by means of their title. The Board shall elect a general secretary and a treasurer from among the Society members. Incidentally, board members may also divide their work among themselves.
(6). Board members are appointed for a period of six (6) years.4 The Board shall determine a retirement schedule in respect whereof, in as far as possible, at least three (3) Board members retire biannually. A retiring Board member may immediately be reappointed.
(7). Board members may at all times be suspended or removed from office by the General Meeting.
(8). No remuneration may be granted to board members.
(9). The tasks, appointment and working method of the board shall be further specified in board regulations, which shall be adopted by the general meeting.
(10). The board may create committees and working groups with simultaneous determination of their assignment. These committees or working groups shall operate under the responsibility of the Board. The Board shall be authorized to dissolve committees or working groups, appoint and dismiss their members and revise their assignment.
Article 8. Managing authority
(1). The Board shall be charged with the management of the Society. In discharging their duties, the board members focus on the interest of the society and its affiliated
(2). The Board shall be authorized to enter into agreements to acquire, alienate or encumber property subject to registration and to enter into agreements by which the Society commits itself as surety or joint and several debtor, warrants performance by a third party or provides security for the debt of a third party.
(3). A board member who has a direct or indirect personal interest that may conflict with the interest of the society and its affiliated organization shall notify the board without delay. A Board member shall not take part in the deliberation and decision-making on a subject in which he has a direct or indirect personal interest that may conflict with the interests of the Society. If as a consequence no resolution of the Board can be adopted, a replacing resolution shall be adopted by the General Meeting.
Article 9. Representation
The Board shall represent the Society, unless determined otherwise by law. The power of representation shall also accrue to the chairperson.
Article 10. Board meetings and Board resolutions.
(1). Each year at least one Board meeting shall be
(2). Meetings shall further be held as often as the chairperson deems desirable or if one of the other Board members submits a written request thereto to the chairperson, stating the business to be If the meeting is not held within three weeks, the person requesting the meeting shall be authorized to call a meeting with due observance of the required formalities.
(3). Notice calling the meeting shall be given at least seven days in advance, not counting the day of giving notice and the day of the meeting.
(4). The notice shall state the place and time of the meeting, as well as the business to be transacted.
(5). If all Board members are present at a meeting, valid resolutions may be passed on all subjects, provided unanimously, even if the regulations for the calling and holding of meetings have not been observed.
(6). The meetings shall be conducted by the chairperson; if the chairperson is absent, the Board shall designate another Board member as chairperson.
(7). The Board may pass resolutions only if a majority of the Board members are present or represented at the meeting. A Board member may authorize another Board member to cast his vote by means of a written power of attorney. The power of attorney is granted in writing in case that the power of attorney has been recorded electronically.
(8). Votes shall be cast verbally, unless a Board member requests the vote to be cast in writing. Votes in writing shall be cast by secret ballot. Blank votes shall not be counted.
(9). Each Board member shall have the right to cast one vote. All resolutions shall be passed by an absolute majority of votes.
(10). The opinion expressed by the chairperson of the Board meeting about the outcome of a vote shall be decisive. The same applies to the contents of an adopted resolution, insofar as the vote was cast on a proposal which had not been recorded in writing.
If, immediately after the chairperson has expressed his opinion, the correctness of that opinion is disputed, a new vote shall be held if the majority of the meeting so desires or if a Board member so desires, provided that the first vote was not taken by call or ballot, and the resolution to be adopted shall be recorded in writing. This new vote shall render the first vote invalid and without legal effect.
(11). Minutes shall be kept of the business transacted at the The minutes shall be adopted by the chairperson and the minutes secretary and shall be signed by them in evidence thereof.
(12). The Board may pass resolutions outside meetings, provided that all Board members have been given an opportunity to express their opinion in writing and provided that they do not oppose to this manner of decision-making. For the purpose of these articles of society “in writing” shall mean all documents transmitted by generally accepted means of communication which are received in writing. The secretary shall draw up a written account of any resolution adopted as described above, including all replies received and such account shall be appended to the minutes after having been co-signed by the chairperson.
Article 11. Financial year. Budget.
(1). The financial year of the Society shall coincide with the calendar
(2). The Board shall be required to keep such records of the Society’s financial situation and of all aspects of the Society’s activities, and to keep the accounts, records and any other data carriers pertaining thereto in such manner as will accurately show the Society’s rights and obligations at all times.
(3). Within six months of the end of the financial year the Board shall prepare and draw up the Society’s balance sheet and statement of income and expenditure. These documents shall be prepared by the treasurer.
(4). The Board shall be required to keep the accounts, records and other data carriers referred to in the two preceding paragraphs for seven years.
(5). The Board must draw up a budget for the next financial year annually and sends it to the members and convenes them temporarily for a General Meeting in which this budget is discussed. The General Meeting is authorized to adopt the budget. The General Meeting is convened at such a date that the budget can be adopted in the year preliminary to the year relating to the budget.
Article 12. General Meeting.
(1). Annually, within six months after the end of the financial year, save where this term is extended by the General Meeting, a General Meeting – the annual meeting – shall be held.5
(2). At the annual meeting the Board shall report on its management conducted in the past financial The Board shall submit the balance sheet and the statement of income and expenditure to the General Meeting for its adoption. By separate resolution the General Meeting may resolve to discharge the Board from liability for its management insofar as evidenced by the balance sheet and the statement of income and expenditure .
(3). The Society may instruct an external auditor to audit the balance sheet and the statement of income and expenditure. The General Meeting shall be authorized to give such instruction. If the General Meeting fails to do so, the Board shall be authorized to instruct an accountant The instruction given by the Board can be withdrawn by the General Meeting.
(4). If no auditor’s report is submitted on the accuracy of the balance sheet and the statement of income and expenditure, the General Meeting shall each year appoint a committee consisting of at least two members which shall not be members of the Board. This committee shall investigate the documents referred to above and shall present its findings to the General Meeting.
For the benefit of its audit, the Board shall be required to provide the audit committee with all information requested by it, to give access to the cash funds and assets, if desired, and to allow the committee to inspect the Society’s accounts and records.
Article 13. Other General Meetings.
(1). Other General Meetings may be held as often as the Board deems
(2). Furthermore, the Board shall be required to call a General Meeting within four weeks if at least one/tenth of the members entitled to vote file a written request for a meeting. The request is also considered to be filed in writing in case that the request has been recorded electronically.
(3). If the Board fails to honor this request within fourteen days, the members requesting the meeting may convene a meeting themselves.
Article 14. Convening a General Meeting.
(1). General Meetings shall be convened by the Board, without prejudice to the provisions of Article 13, paragraph 2. The notice convening the meeting shall be in writing and shall be sent to the addresses of the members as stated in the register of members. If a member has agreed to this, the notice for convening a meeting may also be sent by an electronic, legible and reproducible message to the address given by the member to the Society for this purpose. Registration of an electronic address in favor of the register of members is considered as a consent as meant in the aforementioned sentence.
(2). The subjects to be discussed are mentioned together with the convocation, or the location is mentioned where the members can get notice hereof.
Article 15. Access and voting rights.
(1). Members who are not suspended as referred to in Article 6 have access to the General Meeting. A suspended member shall have access to the meeting at which the resolution to remove that member or to terminate that membership will be discussed and shall be authorized to address the meeting on that subject.
(2). The chairperson of the meeting shall be authorized to allow other persons than the persons referred to in paragraph 1 to attend the meeting.
(3). Every non-suspended member of the Society has one vote. A member can grant a power of attorney in writing to another member entitled to vote, to cast his vote, taking into account that a member can only act as an authorized representative for one other member. The power of attorney is also considered to be granted in writing in case that the power of attorney has been recorded electronically.
(4). A member can exercise the voting right by means of an electronic communication device, provided that the member can be identified by means of the electronic communication device, can get directly knowledge of the discussions at the meeting and can exercise the voting right. In as far as allowed by Dutch law, the Board may also convene a General Meeting solely via an electronic communication device. The Board can stipulate conditions on the use of the electronic communication device which have to be mentioned together with the convocation.
(5). Votes cast by electronic means of communication prior to the general meeting, but not earlier than the thirtieth day of the meeting, shall be treated the equivalent of votes cast at the time of the meeting.
Article 16. Chairperson/minutes.
(1). The General Meetings shall be conducted by the chairperson of the Board or his deputy. If the chairperson and his deputy are absent or unable to act, another Board member to be designated by the Board shall act as chairperson. If no chairperson is designated in this manner, the meeting itself shall appoint a chairperson.
(2). The secretary or a person designated for that purpose by the Board shall keep minutes of the business transacted at each meeting. The minutes shall be adopted by the chairperson of the meeting and the minutes secretary and shall be signed by them in evidence thereof. The minutes shall be presented to the General Meeting for adoption at the next General Meeting.
Article 17. Decision-making by the General Meeting.
(1). Resolutions passed by the General Meeting shall require an absolute majority of
(2). Blank votes shall not be counted.
(3). All votes shall be cast verbally, unless the chairperson of the General Meeting deems a vote in writing or electronically desirable or if one of the persons entitled to vote requests the vote to be cast in writing. Votes in writing shall be cast by secret ballot.
(4). The opinion expressed by the chairperson of the General Meeting about the outcome of a vote shall be decisive. The above provision shall equally apply to the contents of an adopted resolution, insofar as the vote was cast on a proposal which had not been recorded in writing. If, immediately after the chairperson has expressed his opinion, the correctness of that opinion is disputed, a new vote shall be held if the majority of the meeting so desires or if a person entitled to vote and attending the meeting so desires, provided that the first vote was not taken by call or in writing. This new vote shall render the first vote invalid and without legal
(5). A unanimous decision of all members, even if they are not present at a meeting, shall have the same power as a resolution of the General Meeting, provided that the Board has been informed in advance. The votes for such resolutions can only be recorded in writing.
Article 18. By-laws.
The General Meeting may adopt by-laws. The by-laws may not be in conflict with the law or the articles of society.
Article 19. Amendment to the articles of society. Merger and demerger.
(1). A resolution to amend the articles of society may be adopted only by a General Meeting especially called for that purpose by means of a notice stating that a proposal for an amendment to the articles of society will be presented.
(2). A resolution to amend the articles of society may only be adopted by a majority of at least two thirds of the votes cast.
(3). The persons who have convened this meeting must, at least five days prior to the day of the meeting, make a copy of that proposal, stating the proposed amendment verbatim, available to the members at a convenient place until the end of the day on which the meeting is held.
(4). An amendment to the articles of society shall take effect only after a notarial deed has been drawn up of that Each Board member shall be authorized to cause such deed to be executed.
(5). The provisions of paragraphs 1, 2 and 3 shall apply mutatis mutandis to a resolution to merge or demerge.
Article 20. Dissolution.
(1). The Society may be dissolved by a resolution of the General The provisions of paragraphs 1 and 2 of the preceding Article shall apply mutatis mutandis. The resolution to dissolve the Society shall include the assignment of a custodian for the accounts and records.
(2). Insofar as the General Meeting does not appoint any other liquidators, the Board members shall act as such in order to liquidate the assets of the Society.
(3). The liquidators shall transfer the assets remaining after payment of the creditors as much as possible in accordance with the society’s objects. The liquidation balance may only be distributed to an institution serving a public interest in accordance with the tax provisions on charitable institutions or to a foreign institution whose purpose is exclusively or almost exclusively public benefit.
(4). After completion of the liquidation the books, records and other supporters of data of the Society shall remain with the custodian referred to in paragraph 1 for a period of seven years.
Footnotes.
- Please note that Dutch law remains applicable, which in this case, see article 2:33 Dutch Civil Coce, that the board resolves on the admission of members, unless the articles of society determine otherwise. Thus, if a different admission procedure is preferred, then please let us know.
- Dutch law, article 2:35 paragraph 4 , stipulates that such a member may have the right to appeal. It is questionable if an appeal to the board would qualify as an appeal, since this is the same corporate body. As you already operate in this manner, according to your notes, I have entered the board as the corporate body that is authorized to resolve on such an appeal.
- Online voting is permitted as long as a physical meeting is also held at the same time. As soon as the new Dutch law, permitting solely online meetings, is adopted, then solely online voting would also be allowed.
- Further details regarding which position is to be held a shorter period can be included in the further (board) regulations (huishoudelijk reglement)
- This clause is based on Dutch law.