The association is established for an indefinite period of time and can be dissolved at all times.
III. MEMBERS
ARTICLE 5. EFFECTIVE MEMBERS AND JOINED MEMBERS
The association has effective members and joined members.
ARTICLE 6. NUMBER OF EFFECTIVE MEMBERS
There are at least 2 effective members. There is no maximum number.
ARTICLE 7. EFFECTIVE MEMBERS: PROCEDURE AND CONDITIONS
The General meeting is authorized to decide on the acceptability of effective members.
Effective members can be either natural persons or associations.
These are the conditions to be met by a natural person in order to join the association as an effective member:
- be part of the Board; or
- being a delegate of the Joined members (as defined hereinafter);
These are the conditions to be met by an association in order to join the association as an effective member:
- to be recognized as a national society for neurosurgery and neurosurgeons in its home-country provided that this country falls within the excepted geographical and cultural definition of Europe;
- to submit a letter of application to the General meeting;
- to submit a list of their members as well as a copy of the deed of formation.
National societies are at all times represented by two delegates of their choice.
ARTICLE 8. EFFECTIVE MEMBERS: RIGHTS AND OBLIGATIONS
Effective members have the right to vote at the General meeting.
Each delegate of the national societies has a voting right (2 votes / society).
The representatives of the joined members and members of the board have each right at 1 vote per person.
ARTICLE 9. EFFECTIVE MEMBERS: END
All effective members can resign from the association at any time.
Resigning effective members do not need to observe any notice period.
They may hand in their resignation in writing and submit it to the to the Board.
If the number of effective members falls below the statutory minimum due to this resignation, the resignation of the effective member is suspended for a reasonable time until a replacement has been found.
The function of effective member will be suspended in case of a criminal investigation against the effective member for high crimes, including but not limited to fraud, cheating in commercial transactions, and serious misconduct.
Effective members will be deemed to have resigned in the following circumstances:
- if the effective member no longer meets the conditions to be an effective member of the association; or
- if an effective member was a member of the General meeting in a certain capacity and he or she loses that capacity;
- death or dissolution of the effective member;
- in case of conviction of the effective member for high crimes, including but not limited to fraud, cheating in commercial transactions, and serious misconduct;
- in case the effective member is struck off the Medical Register.
An effective member can be excluded at all times by the General meeting with a 2/3 majority of the votes (see Article 21).
The vote on the exclusion of an effective member is by secret ballot.
The membership of an effective member ends by operation of law at the time of death of the effective member in question.
Any resigning member or any member that is excluded or suspended as well as the heirs or rightful claimants of a deceased effective member are not entitled to the social fund. Neither can they claim back the contributions paid. They cannot demand any specification or justification of the accounts, nor can they ask to have the seals affixed or to make an inventory.
ARTICLE 10. EFFECTIVE MEMBERS: CONTRIBUTION
The contribution to be paid by an association (national society) as effective member is decided by the General meeting. The General meeting determines the exact amount on an annual basis and notifies all effective members thereof.
Any resigning effective member or any effective member that is excluded or suspended is not liable to pay the approved contribution for the current year.
ARTICLE 11. EFFECTIVE MEMBERS: MEMBERSHIP REGISTER
The Board of the association is obliged to keep a membership register.
Whenever the membership of the association’s effective members changes, those changes must be entered in the membership register within eight days following the notification thereof to the Board.
The effective members are obliged to notify the Board of any change of address.
The original of the membership register is kept at the registered office of the association.
Effective members have the right to demand inspection of the membership register if no supervisory Officer was appointed by the association. They make a written application to the Board.
Upon receipt of an oral or written request, the association must immediately give public authorities, administrations and departments, including public prosecutors, registry clerks and members of courts, tribunals and all courts of justice as well as the legally authorized officials access to its membership register. In addition the association must submit to these authorities all copies or extracts from this register which they deem necessary.
ARTICLE 12. AFFILIATED MEMBER SOCIETIES
The General meeting may from time to time elect affiliated member societies, which may either be:
- Neurosurgical Societies from outside the EANS geographical boundaries
- Specialist Societies with an interest in the field of Neurosurgery.
Affiliated members will receive all information on EANS activities and can participate in these; however they are not eligible to arrange the European Congress of Neurosurgery or European Training Course in Neurosurgery.
ARTICLE 13. JOINED MEMBERS
Joined members are subdivided into the following categories and have joined the association:
- Full members: must be fully qualified neurosurgeons at work in an EANS-member-country;
- Junior members: must be neurosurgeons in training;
- Associate members: no neurosurgeons, but a member who works in a related medical specialty, irrespective of their place of residence;
- International members: specialized neurosurgeons working outside the EANS-member-countries;
- Senior members: retired neurosurgeons or non-practising neurosurgeons.
All joined members must have credentials of their specialisation, recognized in their country or by their national society.
ARTICLE 14. JOINED MEMBERS: PROCEDURE AND CONDITIONS
The Board is authorized to decide on the acceptability of joined members.
Anyone who wishes to become a joined member of EANS, must fill out an application form, available on the website of EANS and indicate the category of joined member they qualify for. As soon as this application form has been filled out and the invoice for their contribution has been paid, the joined member is immediately accepted.
EANS will periodically and at random basis assert that the joined members fulfil the conditions that are required for the category the joined members applied for.
Further conditions and formalities to qualify as a joined member are detailed in the Bylaws..
ARTICLE 15. JOINED MEMBERS: RIGHTS AND OBLIGATIONS
All joined members have the following rights and obligations.
The joined members are entitled to delegate members as effective members, in order to represent them within the General meeting. Each delegated member of the joined members, will act as an effective member and will have one vote in the General meeting.
The procedure for the nomination of the representatives of the joint members, are detailed in the Bylaws.
The joined members are allowed to attend to the General meeting, without voting rights.
The number of the delegate members, representing the joined members in the General meeting depends on the number of joined members:
- As to 750 individual members : 10 representatives to be elected
- Between 750 and 1.500 individual members: 20 representatives to be elected
- More than 1.500 individual members 40 representatives to be elected.
Effective members can change the rights and obligations of the joined members without the consent of the latter.
ARTICLE 16. JOINED MEMBERS: END
All joined members can resign from the association at any time.
They hand in their written resignation and submit it to the Board or any committee assigned hereto by the Board in accordance with the Bylaws.
Joined members are deemed to have resigned
- if the joined member no longer meets the conditions to be a joined member of the association;
- with the death or dissolution of the joined member.
A joined member can be excluded at all times by decision of the Committee for individual membership.
The vote on the exclusion of a joined member is by secret ballot.
Any resigning member or any member that is excluded or suspended as well as the heirs or rightful claimants of a deceased joined member are not entitled to the social fund. Neither can they claim back the contributions paid. They cannot demand any specification or justification of the accounts, nor can they ask to have the seals affixed or to make an inventory.
ARTICLE 17. JOINED MEMBERS: CONTRIBUTION
The contribution to be paid by joined members is determined annually by the Board.
IV. GENERAL MEETING
ARTICLE 18. COMPOSITION
The General meeting is composed of all effective members and is presided by the President of the Board , or in his absence by the President Elect of the Board, or in his absence by the Past President.
Each effective member may represent another effective member without restrictions. Each effective member may represent only one other effective member.
All effective members may have themselves represented by another effective member.
ARTICLE 19. POWERS
The powers of the General meeting include but are not limited to:
- to modify the articles of association;
- to appoint Officers, other Board members and Committee and Section chairs and remove them from office;
- to appoint supervisory Officers and remove them from office & to determine their remuneration, if any;
- to grant discharge to Officers, other Board members and Committee and Section chairs and supervisory Officers;
- to approve the budget and the accounts;
- to dissolve the association;
- to appoint liquidators when the association is to be dissolved;
- to exclude a(n) effective member;
- to transform the association into a company with a social purpose.
ARTICLE 20. MEETING
The General meeting must be convened at least once a year by the Board to approve the accounts of the past year and the budgets for the next year, at a place and date to be determined by the Board.
The meeting is open to all members of the EANS, effective and joined members, but only the effective members will have voting rights.
The General meeting is also convened by the Board whenever the Board deems it necessary.
The Board is obliged to convene the General meeting when this is requested by at least 1/5 of the effective members. The effective members must make this request to the Board of Officers by registered letter or by electronic mail.
The Board invites all the effective members and joined members to the General meeting. The joined members have the right to attend the General meeting, without voting right.
This notice is sent by e-mail and is published on the website of EANS at least 6 months prior to the General meeting. The notice is signed by the Board. The notice mentions the date, time and place of the General meeting.
The agenda is drawn up by the Board Any proposal signed by 1/20 of the effective members must be placed on the agenda. Proposals formulated by the effective members must be sent to the Board by registered mail and signed by the required amount of Effective Members at the latest 2 months before the date of the General meeting.
At least 1 month before the General meeting, the agenda items will be notified to all effective and joined members.
On the day of the General meeting and during the General meeting itself it is not possible to add items to the agenda, unless all the effective members are present or represented and agree.
Before being admitted to the General meeting, all members must identify themselves by showing their identity card.
ARTICLE 20BIS. ELECTRONIC GENERAL MEETING
1. Participating in a remote General meeting using electronic means
§ 1. Members may participate remotely in the General meeting through an electronic means of communication provided by the association. As regards compliance with attendance and majority conditions, members who attend in the General meeting in this way are deemed to be present at the place where the General meeting is held.
Capacity as a member and the identity of the person who wishes to participate in the meeting shall be checked and guaranteed in the manner specified in the notice convening the General meeting. The notice convening the meeting shall also determine the manner in which it shall be established that a member is participating in the General meeting via the electronic means of communication and may therefore be considered present.
In order to ensure the security of the electronic means of communication, the notice convening the meeting may lay down conditions concerning the use of the electronic means of communication.
It is up to the bureau of the General meeting to check compliance with the conditions stipulated by law, these articles of association and the notice convening the meeting and to determine whether a member is validly participating in the General meeting via the electronic means of communication and can therefore be considered present.
§2. Electronic means of communication provided by the association must at least enable members to take direct, simultaneous and uninterrupted note of the discussions at the meeting and to exercise their voting rights with respect to all items on which the meeting is required to take a decision.
The electronic means of communication must also enable members to participate in the deliberations and to exercise their right to ask questions.
§3. The notice convening the general meeting shall include a clear and precise description of the established procedures regarding remote participation. These procedures are made available to all on the association's website.
2. Exercise of voting rights by electronic means before the General meeting
All members have the possibility to cast an electronic vote remotely before the General meeting. The notice convening the meeting shall specify the manner of remote voting.
Capacity as a member and the identity of the person who wishes to vote remotely before the General meeting shall be checked and guaranteed in the manner specified in the notice convening the General meeting.
It shall be the duty of the bureau of the General meeting to verify the compliance with the methods referred to in the preceding paragraphs and to determine the validity of remote votes.
ARTICLE 21. ATTENDANCE QUORUM & MAJORITIES
The General meeting can deliberate, irrespective of the number of members present, except where these articles of association require otherwise.
Natural persons, as effective members, have 1 vote per person; associated effective members have 2 votes per association.
In case of any modification to the articles of association or to the association’s purpose, in case of exclusion of effective members or in case of dissolution of the association, the attendance quorum and special majorities as laid down in the Code of Companies and Associations, are applied. In order to be able to deliberate validly, these specific items, including the proposed amendments, must be on the agenda of the General meeting.
The special quorum and special majorities are:
- Changing the articles of association: 2/3 attendance quorum and 2/3 approval
- Changing the purpose of EANS: 2/3 attendance quorum and 4/5 approval
- Dissolution of the association: 2/3 attendance quorum and 4/5 approval
- Exclusion of effective members: 2/3 attendance quorum and 2/3 approval.
Any other decisions within the General meeting are taken by simple majority of the votes present or represented.
In case the required attendance quorum is not reached at a General meeting, a second General meeting may be convened which can validly deliberate and decide regardless of the number of members present or represented. The second General meeting must be held at least fifteen days after the first General meeting.
To calculate the simple and special majorities as indicated above, abstentions and invalid votes are not taken into account.
ARTICLE 22. MINUTES
The decisions of the General meeting are entered in the minutes.
The effective members are informed of these decisions by publication on the website and by the sending of an electronic copy of the original reports of the General meeting.
Joined members are at all times entitled to inspect the minutes of the General meeting on the website of the association.
TITLE V. BOARD OF OFFICERS
ARTICLE 23. CONDITIONS AND COMPOSITION
To be appointed as a member of the Board, the candidate must work as a specialized neurosurgeon within an EANS member country and be ajoined member of the association.
The Board are allowed to invite non-officers to their meeting to take part in an advisory capacity.
Members of the Board can have themselves represented by proxy by another Member of the Board. Any member of the Board can represent only one other member of the Board.
The Board will comprise at least the following positions:
Officers
- President;
- President-Elect;
- Past President;
- Secretary;
- Treasurer;
Other Members of the Board
- Chair of the Training Committee
- Chair of the Individual Membership Committee,
- Scientific Liaison Board member,
- CME and Guidelines Board member and
- Audit and Governance Board member.
In the event of the death, incapacity or impeachment of the President, the President-Elect shall take over as Acting President. In case the President-Elect is prevented from attending this function, the Past President will take over.
The Board is presided by the President.
ARTICLE 24. NUMBER
The Board is composed of at least 10 members of the Board, including the President, the President-Elect, the Past President, the secretary, the treasurer, the Chair of the Training Committee and Chair of the Individual Membership Committee, Scientific Liaison Board Member, CME and Guidelines Board Member, Audit and Governance Board member.
There is no maximum number of members of the Board
If the number of members of the Board has fallen below the statutory minimum due to voluntary resignation, expiry of the term or removal from office, then the Officers remain in office until regular replacement members of the Board have been found.
If members of the Board resign voluntarily or if their term of office has expired they must remain in office until regular replacement Officers have been found. If they are removed from office, their removal is effective immediately.
ARTICLE 25. APPOINTMENT
The members of the Board s are appointed by the General meeting, except for the Past President.
Every President will act as Past President, after expiry of the term for which he had been appointed. He will continue to be a voting member of the Board for the 2 years following the expiry of his office, ie for the two years while he is Past President.
The members of the Board can be chosen out of the joined members, providing they are qualified neurosurgeons working in an EANS member-country.
Nominations for members of the Board may be either by effective members or by joined members. Nominations should follow the procedures set out in the accompanying Bylaws. Valid nominations should have a proposer and at least 6 seconders, who may be joined members.
The President-Elect shall be elected at the General meeting two years prior to his assumption of office. The other members of the Board shall be elected at the yearly General meeting immediately preceding their term of office.
The duration of the offices as members of the Board will be as follows:
- President, President-Elect: assigned for 2 year-period, no extension of the term possible;
- Past president: assigned for 2 years after expiry of President-office, no extension of the term possible;
- Chairs of the committees, secretary and treasurer: assigned for 2 years, can be extended for a maximum of one more 2 year term.
The maximum continuous period for which any person can remain a member of the Board is six years, unless after six years, a member of the Board assumes the position of President-Elect or President. In this case the maximum continuous period is 10 or 12 years (6 years as a member of the Board, 2 years as President-Elect if not yet elected 2 years previously, 2 years as President and 2 years as Past President).
Members of the Board are appointed by simple majority of the votes present or represented.
An attendance quorum is not required.
The position of member of the Board is not remunerated, unless agreed otherwise by the General meeting.
ARTICLE 26. POWERS
The Board manages the association and represents the association in and out of court. The Board has all the powers that are not reserved to the General meeting.
The Board has the power to outline the policy and the activities of the association.
The Board has the power to give power of attorney to certain representatives who will have to represent the association vis-à-vis international institutions.
The Board is entitled to delegate the day to day management of the association to one or several administrative officers and office staff, who will at any time act under the ultimate supervision of the Board.
The Board may delegate its powers and may, at this purpose, constitute several committees, an EANS Council, and/or sections with specific powers and competences whose intention is to facilitate specific purposes and projects. The composition, organisation compentences and supervision of the committees, EANS Council and/or sections will be elaborated in the Bylaws. The President, President-Elect and Past President shall have the right to select members of the Board to serve on committees, the EANS Council and/or the sections. The President and the Secretary will be ex-officio members of all committees, the EANS Council and/or sections.
The qualifications for membership and/or chairmanship in the committees/EANS-council/sections will be elaborated in the Bylaws, as well as the duration of the offices within these bodies.
The Board is entitled to draft the Bylaws.
The members of the Board exercise their powers as a board.
ARTICLE 27. MEETING
The Board must be convened whenever it is in the interest of the non-profit association.
Every member of the Board has the right to convene the Board. To this end he or she submits a request to the President.
The Board is convened by the President.
The invitation to a meeting of Board is sent by e-mail at least 1 week before the meeting of the Board to the email-adress that has been communicated by the members of the Board. The notice mentions the date, time and place of the meeting of the Board as well as the agenda items.
The following non-voting members will have the right to attend any meeting of the Board and will be invited by email to the Board to execute their right to discussion:
- Historian,
- Editor of the official EANS Journal,
- Chair of the Examination committee,
- President of the EANS Foundation,
- Chair- elect of the Training committee,
- President of the UEMS Section of Neurosurgery,
- and the Executive Director(s).
The method of notice is detailed in the Bylaws. The agenda is drawn up by the Secretary.
Resolutions of the Board may be passed by unanimous written consent of all Officers.
ARTICLE 28. ATTENDANCE QUORUM & VOTE
Each member of the Board has one vote.
Non-Officers who have the right of discussion do not have any vote, though only advisory capacity.
To be able to deliberate validly on agenda items at least half of the members of the Board must be present or represented. To be able to deliberate validly on items that were not on the agenda, all members of the Board should be present and should agree.
The decisions within the Board on all agenda items are taken by simple majority of the votes present or represented.
A proposal is not accepted if the vote is undecided.
ARTICLE 29. MINUTES
Minutes are drawn up of the meeting of the Board.
The members of the Board are informed of the decisions by the sending of an electronic copy of the original reports of the Board, sent to them on behalf of the Secretary.
Effective and joined members are entitled to inspect the minutes of the Board, after appointment, made by the Secretary.
ARTICLE 30. END OF OFFICE
If the term of office has expired, the office comes to an end by operation of law.
Members of the Board can resign from the association at any time.
They hand in their resignation by registered letter and submit it to the General meeting, who will make sure that the resignation of the member of the Board will be added to the agenda of the next General meeting and will take care of the necessary formalities for publication in the Belgian Gazette.
If the operation of the association is at risk due to the resignation, the member of the Board resignation is suspended for a reasonable time until a replacement has been found.
Members of the Board will be deemed to have resigned in the following circumstances:
- if the member of the Board no longer meets the concrete conditions to be an Officer of the association;
- if a member of the Board was a member of the Board in a certain capacity and he or she loses that capacity
- in case of conviction of the member of the Board for high crimes, including but not limited to fraud, cheating in commercial transactions, and serious misconduct.
The function of a member of the Board will be suspended in case of an criminal investigation against the member of the Board for high crimes, including but not limited to fraud, cheating in commercial transactions, and serious misconduct.
A member of the Board can be removed from office at all times by the General meeting by simple majority.
The vote on the removal of a member of the Board from office is by secret ballot.
A member of the Board position ends by operation of law at the time of death of the Officer in question.
TITLE VI. DAY-TO-DAY MANAGEMENT
ARTICLE 31. CONDITIONS AND COMPOSITION
The Board may charge of one or more Executive Directors, with the duties of day-to-day management.
ARTICLE 32. APPOINTMENT
Executive Directors are appointed by the Board, by simple majority of the votes present or represented. An attendance quorum is required.
The vote on the appointment of the Executive director is open.
ARTICLE 33. POWERS AND DURATION
Any Executive Director may perform everyday acts, acts of minor importance and urgent acts within the association. Within the limits of these powers any Executive Director may represent the association individually towards third persons, and in and out of court.
The Board defines the duration of the office as Executive Director at the appointment. If nothing has been decided, the Executive Director will be deemed to have been appointed for 6 years. Executive Directors are eligible for reappointment.
ARTICLE 34. END OF OFFICE
If the term of office as an Executive Director has expired, the office comes to an end by operation of law.
An Executive Director can resign at any time, taking into account the obligations resulting from contracts he/she concluded with the association. The Executive Director hands in his/her resignation by registered letter and submit it to the Board.
If the operation of the association is at risk due to the resignation, the Executive Director resignation is suspended for a reasonable time until a replacement has been found.
An Executive Director can be removed from office at all times by the Board by simple majority.
TITLE VII. REPRESENTATION
ARTICLE 35. REPRESENTATION
The association is represented in court or vis-à-vis third parties by:
- the joint signature of at least 3 Officers;
- the President, who acts individually;
- an Executive Director for acts of day-to-day management;
If the Board charged one or more Executive Directors with the day-to-day management in accordance with article 31 of the present articles of association, then the association is validly represented in all its acts of day-to-day management by one Executive Director who is charged with the day-to-day management. This person does not need to produce proof of any prior decision to that effect.
TITLE VIII. BUDGET & ACCOUNTS
ARTICLE 36. BUDGET & ACCOUNTS
The financial year of the association runs from 1st of January to 31st of December.
After approval of the annual accounts and the budget, the Board renders account of the policy pursued in the previous year, and the General meeting decides by separate vote on the discharge to be granted to the members of the Board.
A supervisory Officer must be appointed if the association falls under the conditions of a very large association. The supervisory Officer is a member of the Institute of Registered Accountants.
The supervisory Officer is appointed by the General meeting by simple majority of the votes present and represented. The remuneration will be determined by the General meeting.
The supervisory Officer is appointed for a period of 3 years.
The supervisory Officer’s assignment comes to an end after expiry of the term for which he or she had been appointed and after he or she was removed from office by the General meeting.
Resigning supervisory Officers are obliged to continue their activities during the current financial year.
A supervisory Officer is removed from office by simple majority of the votes present or represented at the General meeting. An attendance quorum is not required.
TITLE IX. DISSOLUTION, NULLITY & LIQUIDATION
ARTICLE 37. DISSOLUTION
The association can be dissolved voluntarily at all times. An attendance quorum of 2/3 of the effective members is required for that. The decision to dissolve the association must be taken by a special majority of 4/5 of the votes of the effective members present or represented.
At the request of a member, an interested third party or the Public Prosecutor, the court of first instance can pronounce the judicial dissolution of an association which: (a) is unable to meet its obligations, (b) uses its capital or the income from this capital for a purpose other than the one for which the association was established, (c) acts in serious contravention of the articles of association, acts in contravention of the law or of public order, (d) failed to file the annual accounts for one financial years in succession unless the missing annual accounts are filed before the debates are closed, (e) has less than two members.
The nullity of the association can be pronounced by the court at the request of any interested party (a) if the association’s purpose has not been described with enough precision, (b) if one of the purposes for which the association was established is in contravention of the law or of public order, (c) if the articles of association do not mention the name of the association, and the judicial district to which the association belongs.
ARTICLE 38. APPROPRIATION OF NET ASSETS
The net assets must be appropriated for the research and educational interest in neurosurgical and related sciences.
TITLE X. FINAL STIPULATIONS
To all cases not provided for by the present articles of association, the provisions of the Code of Companies and Associations, shall apply.
