Bylaws

ASSOCIATION OF ARTICLES OF ASSOCIATION E.C.T.R.I.M.S.

ARTICLES OF ASSOCIATION

Name and registered office
Article 1

  1. The name of the association is: The European Committee for Treatment and Research in Multiple Sclerosis.
  2. The incorporation has its registered office in the municipality of Bloemendaal
ECTRIMS Bylaws

[fMRI during simple motor task;
healthy volunteer (top) and PP MS subject (bottom)
Photo M. Filippi, Ospedale San Raffaele, Milan]

Objective
Article 2
The object(s) for which the incorporation is established is (are):

  • To support and promote the basic and clinical research in multiple sclerosis in Europe;
  • To act as representative of the multiple sclerosis research community;
  • To be actively involved in coordinating initiatives in the field of research both in Europe and worldwide;
  • To organize annual congresses in the field of treatment and research in the field of multiple sclerosis;
  • To encourage young researchers in the field of multiple sclerosis.

Duration
Article 3
1. The association has been established for an indefinite period of time.
2. The financial year of the association shall be calendar year.
 

Membership
Article 4

  • The association has members.
  • As members of the association only active multiple sclerosis researchers residing in Europe are permissible.
  • Members may be proposed in writing by the National Neurological Association and/or by the medical advisory board of the Multiple Sclerosis Society of the country in question.
  • The number of membership shall not exceed two per country.
  • The period of membership shall not exceed two terms of three years, which period shall only be extended by another period of three years if at the end of the second period the member shall be on the board of the association. The board determines the rotation.
  • The general meeting of members decides with an absolute majority of votes validly given on the admittance of members.
  • Membership is highly personal and cannot be transferred nor be acquired through hereditary succession.

Article 5

  1. Membership terminates:
    1. Through the death of the member
    2. Through notice being given by the member
    3. Through notice being given by the association
    4. Through removal
    5. Through expiration of the period as referred to in article 4 section 5.
  2. Withdrawal of membership from a member shall only take place at the annual meeting. Withdrawal shall take place in writing to the board subject to a period of notice of at least four weeks. If notice to quit has not taken place in time membership shall be continued until the end of the next financial year. Membership shall terminate immediately:
    1. If a member cannot reasonably be asked to have his membership continued;
    2. Within one month following a decision whereby the rights of the members have been restricted or their obligations have been made heavier and have been made known or informed to a member;
    3. Within one month after a member has been informed of a decision to convert the society into a different legal form or amalgamation;
    4. Expiration of the period mentioned in article 4 section 5.
  3. Withdrawal of membership on behalf of the society can be done by the board towards the end of the current financial year:
    • When a member, after repeatedly having been summoned in writing has not fully complied with his financial obligations toward the society on the current financial year;
    • When a member has stopped to comply with the requirements made by the articles of association for membership at that moment;
    The term of notice shall at least be four weeks. If a term of notice has not taken place in time, membership shall be continued until the end of the next financial year. The term of notice, however, may result in immediate termination of membership, when the society cannot reasonably be required to have membership be prolonged. Notice determining termination shall always be given whilst stating the reasons.
  4. Expulsion from membership shall only be pronounced when a member acts in violation of the articles of association, regulations or decision of the society or whenever the member damages the society in an unreasonable manner. Expulsion shall be done by the board, whilst informing the members as soon as possible of the decision, whilst stating the reasons. Within one month on receipt of the notification the member in question shall be authorized to appeal with the general meeting of members. During the term of appeal and pending the plea the member shall be suspended. A member who has been suspended shall not have the right to vote.
  5. When in the course of a financial year membership terminates the annual contribution shall entirely be payable by the member, unless the board shall decide differently.

Donors
Article 6

  1. Donors are those who have been permitted as donors by the board. The board shall be authorized to terminate donorship by means of notice in writing.
  2. Donors shall be obliged to grant the society annually a financial contribution, the minimum amount of which shall be laid down by the general meeting of members. Donors shall have the exclusive right to attend general meetings of the members. They shall not have the right to vote, but they may address the meeting.

Contributions
Article 7
Every member shall annually pay a contribution. The amount of this contribution shall be laid down by the general meeting of members.

Board
Article 8

  1. The Board, also called Executive Committee, consists of seven natural persons, who appoints from among their midst three of them as the officers including a vice-president and a secretary. The vice-president will automatically be appointed as president, when the president resigns.
  2. The members of the board shall be appointed by the general meeting of members from the members of the society. All the members of the board shall be domiciled in different countries. The general meeting of members lays down the number of members of the board.
  3. Members of the board can be suspended or dismissed at any time by the general meeting of members whilst stating the reasons. The general meeting of members makes the decision to suspend or dismiss a member with a majority of two/thirds votes validly given.
  4. Suspension terminates when within three months the general meeting of members has not decided to dismissal of the member. The member of the board that has been suspended shall be given the opportunity to render account at the general.
  5. Members of the board sit during a period of three years, which period can only be prolonged, if at the end of this period the member of the board becomes an officer and that for the period that he remains an officer. The board lays down the order of rotation.
  6. If the number of board members has fallen under the number referred to in paragraph 1, the board shall nevertheless remain authorized. The board shall convene a general meeting of members as soon as possible at which the vacancy or vacancies are discussed.
  7. At the meetings and the decisionmaking of the board, the articles 11 up to and including 14 are as far as possible applicable.

Article 9

  1. The board is charged with managing the society.
  2. With the previous approval of the general meeting of members the board shall be authorized to make decisions, to enter into agreements, to acquire, alienate or encumber registered goods and to enter into agreements whereby the society binds itself as surety or several co-debtor, answer to a third party or binds itself to security for a debt of another party.

Article 10

  1. The board represents the society
  2. The authority to represent the society also belongs to the president together with the secretary or vice-president, or the secretary together with the vice-president.

General meeting of members
Article 11
The general meeting of members will be held within Europe, unless in association with an organization based outside Europe.

Article 12

  1. The members who are not suspended, donors and those who will be invited by the board and/or the general meeting of members has admittance to the general meeting of members. A suspended member has admittance to the meeting whereat the decision of his suspension will be dealt with and he will be authorized to speak on the subject.
  2. With the exception of a suspended member, every member shall have one vote at the general meeting of members. Every member entitled to vote can authorize another person who is entitled to vote to give his vote. A person authorized to vote can act as attorney for not more than two persons at the utmost.
  3. A unanimous decision on the part of all the members who are authorized to vote, even if they are not present at the meeting, provided made with previous knowledge of the board, has the same force as a decision made at the general meeting of members. This decision may also be brought about in writing.
  4. The president shall determine the manner in which the votes will be given at the general meeting of members.
  5. All decisions whereof the law or these articles of association do not require a greater majority, shall be made with an absolute majority of votes given. In the event of a tie on business matters the motion shall be rejected. In the event of a tie when electing persons lots are drawn. If at the election between more than two persons nobody will have acquired an absolute majority, a second ballot is held between the two persons who received the greatest number of votes, if necessary after an interim vote.

Article 13

  1. The general meetings of members will be presided over by the president or in his absence by the vice-president. In the event of there not being any members of the board the meeting itself will appoint a president.
  2. Judgment passed about the result of a poll by the president at the general meeting of members shall be decisive. The same holds good for the contents of a decision made, so far as there was a following poll on a motion that was not laid down in writing. If however, immediately after judgment by the president having been given, the correctness thereof is disputed, a new vote will be taken, if the majority of the meeting of if the original poll was not taken or was not taken in writing, or one of those present who is entitled to vote requires this. As a consequence of this new poll the judicial results of the original poll shall be repealed.
  3. The proceedings of the general meeting of members shall be recorded in the minute-book by the secretary or by a person appointed by the president. These minutes shall be adopted and confirmed at the same time or the next meeting and be signed by the president and the secretary of said meeting.

Article 14

  1. The financial year of the society shall be the calendar year. Annually at least one general meeting shall be held, within nine months following the termination of the financial year, except in the event of prolongation of this period by the general meeting of members. At this general meting of members the board submits its annual report on the proceedings of the society and the management of affairs. The board submits the balance sheet and the statement of benefits and liabilities with explanatory memoranda to the general meeting of members for approval. The documents shall be signed by the members of the board if one or more signatures are wanting, mention is made there of whilst stating the reasons thereof. After the lapse of the period, every member can lawfully demand of the collective board to comply with these obligations.
  2. If there have been no statement issued about the fidelity of the documents as referred to in article 2.393 para. 1 of the Dutch Civil Code shall be submitted, the general meeting of members shall annually appoint a committee of at least two members, not forming part of the board.
  3. For the use of its investigation the board shall give the committee all and any information required, if necessary show the committee the cash and values and to permit them to inspect the books of account and documents of the society.
  4. The committee investigates the documents referred to in the paragraphs 1 and 3.
  5. If in the opinion of the committee this investigation requires special knowledge in the field of bookkeeping, the committee may be permitted to be assisted by an expert at the expense of the society. The committee reports to the general meeting of members.

Article 15

  1. The general meetings of members shall be convened by the board as often as thought desirable or necessitated by the law.
  2. At the request in writing of at least two/tenth part of the members authorized to vote, the board shall convene a general meeting of members, to be held within four weeks following tabling the request. If within fourteen days following the request has not been responded to, the requesters themselves may proceed to convening the general meting of members to be held in the manner laid down in paragraph 3. The requesters may then charge other members of the board with the management of the meeting and drawing up the minutes.
  3. Convening general meetings of members shall be done by virtue of information in writing to those who are entitled to vote within at the least seven days. In the written agenda for the meeting the subject to be dealt with shall be mentioned.

Alteration of the articles of association
Article 16

  1. Alteration of the articles of association shall only take place by means of a decision of the general meeting of members, convened with the information that alteration of the articles of association shall be proposed.
  2. Those who have convened the general meeting of members to deal with a motion to alter the articles of association, shall at least five days prior to the day of the meeting grant leave to inspect a copy of said motion in a suitable place for the members until the end of the day when the meeting was held.
  3. The alteration of the articles of association can only be decided by the general meeting of members with a majority of at the least two/thirds of the number of votes given.
  4. This alteration of the articles of association shall not come into operation until a notarial deed has been made thereof. Each of the board members shall be authorized to have the deed of the alteration of the articles of association passed.
  5. The provisions in the paragraphs 1 and 2 shall not be applicable if at the general meeting of members all those who are authorized to vote are present or represented and the motion to come to an alteration of the articles of association was unanimously adopted.
  6. The members of the board shall deposit an authentic copy of the deed of the alteration of the articles of association and a complete consecutive text of the articles of association, as they will be reading after the alteration, at the office of the register kept by the Chamber of Commerce.

Dissolution and Winding up
Article 17

  1. The provisions of article 16, para. 1,2,3 and 5 shall be correspondingly applicable to a decision of the general meeting of members to dissolve the society.
  2. The general meeting of members establishes in its decision referred to in the previous paragraph the appropriation of the surplus, as much as possible in agreement with the objects of the society.
  3. Winding up shall be done by the board.
  4. After its dissolution the society shall be continued as long as this for the winding-up of its capital will be necessary. During the winding-up the provisions of its articles of association shall remain in force as far as possible. In documents and announcements of the society, the words “in liquidation” shall be added.
  5. The winding-up terminates at the moment when no assets shall be further known to the liquidator.
  6. The book of accounts and any other documents of the dissolved society shall be kept for ten years following the end of the winding-up. The keeper shall be the person who will have been appointed by the liquidators.

Regulations
Article 18

  1. The general meeting of members may lay down one or more regulations or alter them, in which subjects will be regulated which have not been provided for in these articles of association, or not fully.
  2. The regulations shall not contain provisions which are in violation of the law or of these articles of association.
  3. The provisions referred to in article 16, paragraphs 1, 2 and 5 shall be correspondingly applied to decisions to lay down or alter regulations.

Final provision
Article 19
The general meeting of members shall be entitled to all the authorities in the society which have not been entrusted to other organs by the law or by the articles of association.