Articles of Association of European Neurotrauma Organisation (ENO)
Preamble: This version of the Articles of Association was approved by the Constitutive Assembly on 15th July 2019
Article 1: Name, Registered Office, Duration
1.1 The European Neurotrauma Organisation (hereinafter referred to as “ENO” or the “Association”) is a nonprofit, non-governmental, international association governed by these Articles of Association and by Articles 60 et Seq. of the Swiss Civil Code.
1.2 The Association has legal personality and the registered office is in Geneva, Switzerland.
1.3 The duration of the Association is unlimited.
1.4 The official language of the Association is English, unless and to the extent otherwise required by law.
Article 2: Purpose & Values
2.1 The purpose of the Association is to promote advances in Neurotrauma Research and Neurotrauma Healthcare in Europe.
2.2 In furtherance of this purpose, ENO shall, among others, pursue the following objectives:
a. to foster and accelerate the discovery of scientific knowledge in the fields of neurotrauma
b. to promote clinical advances, effective treatment approaches and other research-driven innovations that positively impact the care and lives of persons with neurotrauma
c. to promote particularly junior researchers by providing education and opportunities to contribute to neurotrauma research and healthcare
d. to develop programs and services which provide scholarly venues in which important neurotrauma work, scientific research, and other clinical advances can be presented and discussed
e. to provide members with venues for professional networking and career development
2.3 The Association is not-for-profit.
2.4 The Association shall exercise all other activities required to carry out its purpose.
Article 3: Financial year and Financial Resources
3.1 The financial year shall begin on 1 January and end on 31 December of each calendar year. The first financial year shall begin on the day of incorporation of the Association and shall end on 31 December 2019
3.2 The financial resources of ENO shall include:
a. Membership fees
b. Grants and donations
c. Revenues from the organization of scientific congresses, symposia and other educational activities
d. Revenues from the publication of scientific journals, scientific handbooks, books and other media including income from royalties or licensing agreements
e. Other resources authorized by the law
3.3 The financial resources of ENO shall be used to support directly or indirectly the objectives of ENO as set out in Article 2.2.
3.4 The Association is held solely liable for its debts.
3.5 ENO Members and any executive staff or individuals enlisted by ENO to carry out designated tasks are not personally liable for the Association’s debts, liabilities or obligations.
Article 4: Membership
4.1 Classes of Membership
4.1.1 The Association has the following categories of members
o Full Members – individuals or legal entities who share the stated purpose of ENO
o Junior Members – individual persons still involved in training who share the stated purpose of the ENO
o Senior Members – individual persons aged 65 years and above who share the stated purpose of the ENO
o Honorary Members – individual persons that extraordinarily contributed to the purposes and values of the ENO
4.2.1 Individuals and legal entities may apply for Full, Junior, or Senior Membership to the Board. Honorary Members are nominated by the Board. The Board decides about the application. The board may deny admission without having to give any reasons. Such decisions are not subject to appeal.
4.2.2 Individual persons may apply for Full, Junior, or Senior Membership by submitting credentials establishing their eligibility. Legal entities may apply for Ordinary Membership by submitting their statement of purpose and/or Bylaws, an official confirmation of their non-profit status (if available) and, if applicable, their particulars of registration.
European Neurotrauma Organisation Articles of Association
ENO Articles of Association – approved by the Assembly of Delegates, November 6th 2019 Page 3 of 9
4.2.3 Members may be subject to a membership fee. The Board determines the membership fees. It may distinguish between Active and Passive members or set other distinguishing criteria as it sees fit.
4.2.4 Membership may not be sold and is not transferable
4.3 Duties & Privileges
4.3.1 Full members are each entitled to one vote at the Assembly of Delegates.
4.3.2 Junior Members are each entitled to one vote at the Assembly of Delegates and reduced membership fees
4.3.3 Senior Members are each entitled to one vote at the Assembly of Delegates and reduced membership fees
4.3.4 Honorary Members have no right to vote and no obligation to pay fee
4.3.5 Each member shall have allegiance to ENO and work in the best interests of the Association for the achievement of its purpose and objectives.
4.4 Termination of Membership
4.4.1 Membership will terminate in the following situations:
a. upon death of the member.
b. by written resignation to the President or the Board.
c. by expulsion for cause if such a proposal is approved by at least three-quarters (3/4) of the members present at the annual Assembly of Delegates. Such a proposal shall only be made if a member has seriously contravened the Articles of Association or for serious professional misconduct or criminal conviction.
4.4.2 Membership shall be suspended and all rights of membership forfeited if the membership dues are not received, the suspension will be removed through the payment of dues.
4.4.2 The Board may temporarily suspend the Membership of individuals against who criminal or disciplinary proceedings have been initiated.
4.4.3 All rights of membership shall cease upon termination.
Article 5: Organisation of the Association
The official bodies of ENO shall be:
a. the Assembly of Delegates
b. the Board
c. the Officers including the President, the Treasurer and three Vice Presidents
d. the Advisory Board
Article 6: Assembly of Delegates
European Neurotrauma Organisation Articles of Association
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6.1 Scope and powers
6.1.1 The Assembly of Delegates is the supreme body of the Association.
6.1.2 It is composed of all members.
6.1.3 It has the following inalienable and non-transferable powers:
a. Approval and amendment of the Articles of Association
b. Decision re dissolution of the Association
c. Approval of the annual report
d. Approval of annual financial accounts
e. Approval of the annual budget
f. Appointment and removal of the members of the Board and the auditor
g. Supervision of the activity of other organs
h. Confirmation of the membership fees if appropriate
6.2.1 An ordinary Assembly of Delegates shall be held at least every 2 years.
6.2.2 All members will be invited to attend the Assembly of Delegates. Invitations are issued by the Board and mailed or emailed at least 30 calendar days before the meeting.
6.2.3 Invitations shall state the agenda of the meeting which must include:
a. approval of the record of the previous Assembly of Delegates
b. the report of the Treasurer
c. approval of financial accounts for the past year
d. adoption of the annual report of activities
e. budget for the subsequent year
f. election of the Board members
g. discharge the Board and Executive staff of their responsibilities for the reporting period
h. any other business
6.2.4 At the beginning of the meeting, urgent matters can be added to the agenda if at least one fifth of the members present agree.
6.2.5 The President, or in his/her absence, one of the Vice Presidents shall take the chair of the Assembly of Delegates.
6.2.6 Representation by proxy is possible provided a written communication is sent to one of the Vice Presidents in advance of the meeting, stating the person who shall represent the member at the meeting or by written communication detailing the decision they wish to be cast.
6.2.7 Minutes of the meeting shall be prepared by one of the Vice Presidents or in his/her absence another member of the board.
6.3.1 The Assembly of Delegates will be considered valid regardless of the number of members present.
6.3.2 Decisions shall be taken by a simple majority vote (50% + 1) of the members present. In case of deadlock, the President shall have the casting vote.
6.3.3 Voting shall normally take place by an open ballot i.e. show of hands or by electronic voting unless one or more of the members request otherwise, in which case they will take place by ballot.
6.3.4 Each member (except Honorary members) shall have voting rights.
6.4 Extraordinary Session
6.4.1 An extraordinary Assembly of Delegates can be convened whenever necessary by decision of the Board or at the request of one-fifth (1/5) of the members.
6.4.2 The convocation of this Extraordinary Assembly of Delegates will follow the rules set forth in sections 6.2 and 6.3 above
6.5 Amendment of the Articles of Association and Dissolution
6.5.1 Decisions concerning amendments of the statutes and/or the dissolution of the Association must be approved by a two-thirds (2/3) majority of the members.
Article 7: Board
7.1.1 The Board is composed of the President, Treasurer, three Vice Presidents and four other Board members. An equitable geographical and gender distribution of Board members shall be sought.
7.1.2 Board members are elected by the Assembly of Delegates.
7.1.3 Each Board member’s term of office shall last for two years, with the option for one consecutive term of renewal (other than the President) if approved by the Assembly of Delegates, for a total of four years.
7.1.4 The term of office ends in the event of resignation, revocation, legal incapacity or death.
7.1.5 All ENO members will be eligible to apply for Board membership.
7.1.6 Applications to become a Board member will consist of the submission of a curriculum vitae and a letter of motivation addressed to the President. Applications need to be supported by two full members.
7.1.7 Renewal of existing Board members for an additional term does not require any application.
7.1.8 Each Board member shall refrain from voting at his/her own election.
7.1.9 Founding Board members, including extraordinarily, the President shall be appointed during the Constitutive Assembly and shall have a term of four years.
7.2.1 The Board is the managing body of the association. It handles all matters which are not conferred by law or these Articles of Association on the Assembly of Delegates.
7.2.2 The Board has the following non-transferable and inalienable powers:
a. to be responsible for the conduct of the business of the Association
b. to determine the ENO strategy and manage activities and programs which further the purpose and objectives of ENO
c. to ensure that the financial commitments are appropriate to the mission and objectives of ENO
d. to establish the Advisory Board and appoint the members
e. to approve and issue internal regulations and procedures
f. prepare and submit an annual report to the Assembly of Delegates
g. prepare and submit an annual budget to the Assembly of Delegates
h. to appoint and supervise any executive staff
i. to convene the Assembly of Delegates meeting
j. ensure that the Articles of Association are applied
k. administer the assets of the Association
7.3.1 The Board meets at least once a year or as often as it is required.
7.3.2 The meeting will be chaired by the President and in his/her absence the meeting will be chaired by one of the Vice Presidents or in his/her absence by the Treasurer.
7.3.3 A board meeting shall be considered valid if 50% of the board members are present.
7.3.4 Meetings can be held in person or by conference call/video.
7.3.5 Each Board member shall have one vote.
7.3.6 Decisions shall be adopted by simple majority vote (50% + 1). The President shall have a casting vote to resolve a tie if necessary.
7.3.7 Members who are absent from a meeting will be given the opportunity to vote by proxy, by submitting their decision to one of the Vice Presidents in advance of the meeting.
7.3.8 One of the Vice Presidents takes minutes of the meeting.
7.3.9 Resolutions may also be made by a circular resolution, email or teleconference.
7.4.1 The Board members act on a voluntary basis and are only entitled to compensation of their effective expenses and travel expenses and can only be compensated for their reasonable travel costs, equitably among Board members.
Article 8 Officers
8.1.1 The officers of ENO shall be
a. the President
c. Vice Presidents – three positions
8.1.2 Only one office can be held at any given time by an Officer.
8.1.3 Each Officer must be a member of ENO.
8.1.4 Officers are nominated by the Board and approved by the Assembly of Delegates.
8.1.5 The Board shall receive expressions of interest from any member and shall present a slate of eligible nominations for the open officer positions to the Assembly of Delegates
8.1.6 Officers will serve a term of two years, renewable for one term (except for the President) i.e. a total of 4 years. If they choose to step down earlier, a new officer will be nominated from among the Board and approved by the Assembly of Delegates.
8.1.7 Officers cannot be re-elected to the same officer role, but, can be elected to another officer role.
Article 9: Advisory Board
9.1.1 The Advisory Board is composed of members and partners involved in the field of neurotrauma and who share the stated purpose of ENO.
9.1.2 Advisory Board members are appointed by the Board.
9.1.3 The Advisory Board has a maximum of 20 members.
9.1.4 The Chairperson of the Advisory Board shall be a member of ENO. He or she is appointed by the Board in accordance with the other members of the Advisory Board.
9.1.5 Each Advisory Board member’s term of office shall last for four years, with the option for one consecutive term of renewal if approved by the Board, i.e a total of eight years.
9.1.6 The term of office ends in the event of resignation, revocation, legal incapacity or death.
9.2.1 The Advisory Board assists the Board by advising it on the request of the President.
9.2.2 The Advisory Board is permitted to make proposals about the actions to realise the purposes of the ENO.
9.3.1 The Advisory Board meets at least annually or as often as it is required.
9.3.2 The meeting will be chaired by the Chairperson of the Advisory Board and in his/her absence the meeting will be chaired by another member of the Advisory Board.
9.3.3 An Advisory Board meeting shall be considered valid if 50% of the Advisory Board members are present.
9.3.4 Meetings can be held in person or by conference call/video.
9.3.5 Each Board member shall have one vote.
9.3.6 Decisions shall be adopted by simple majority vote (50% + 1). The Chairperson shall have a casting vote to resolve a tie if necessary.
9.3.7 Members who are absent from a meeting will be given the opportunity to vote by proxy, by submitting their decision to the Chairperson in advance of the meeting.
9.4.1 The Advisory Board members act on a voluntary basis and are only entitled to compensation of their effective expenses and travel expenses. and can only be compensated for their reasonable travel costs, equitably among members.
Article 10 Conflict of Interest
10.1 ENO requests that its Board or Advisory Board members declare any potential conflict of interest throughout their term of office.
10.2 Should the Board consider that a conflict of interest declared or not by a Board or Advisory Board member is detrimental to ENO’s vision and purpose, the Board may decide that the Board or Advisory Board member step down until the conflict of interest is resolved.
Article 11 Liability
11.1 Members of the Board, members of any ENO appointed bodies and Executive staff shall incur no personal liability towards ENO except in the case of gross negligence or failure within their duties.
11.2 ENO shall indemnify who is or has been an Officer of ENO against any liability incurred by that person except in the case of gross negligence or failure within their duties.
Article 12 Dissolution and Liquidation
12.1 The Assembly of Delegates may at any time resolve the dissolution and liquidation of the Association in accordance with the provisions of the law or these Articles of Association.
12.2 The liquidation shall be carried out by the Board to the extent that the Assembly of Delegates has not entrusted a special liquidator in this regard.
12.2 In the case of dissolution of the Association, any available assets shall be entirely attributed to an organisation pursuing a not-for-profit purpose similar to the one of the Association and benefiting from tax exemption. The Association’s assets shall in no case return to the founders or members nor used in their favour in whole or in part and in any manner.
Article 13 Powers to Contract- Signatories
13.1 The President, Treasurer and three Vice Presidents shall be the authorized signatories of ENO.
13.2 ENO shall be validly bound by the joint signatures of any two of the authorized signatories.
Article 14 Reserve Funds
14.1 ENO shall establish a reserve fund in order to guarantee the running of its operations and meet its obligations, the amount and use of this fund shall be determined by the Board.