Preamble.
The European Academy of Neurology (EAN) is founded on the initiative of the European Neurological Society (ENS) and the European Federation of Neurological Societies (EFNS), who both consider it essential to have one joint professional and scientific Neurology organisation in Europe. The EAN shall provide the essential infrastructure together with the organisational framework for the support and development of neurological education and research in Europe.
Article 1. Name.
The name of the Organisation is the “European Academy of Neurology” (hereinafter referred to as the “EAN”).
Article 2. Registered Seat; Branch offices.
The registered seat of the EAN is Vienna. The registered main office of the EAN is Breite Gasse 4/7, 1070 Vienna.
The EAN will have branch offices in Brussels and Basel. Further branch offices may be established as required.
The Board may resolve to change the location of the EAN offices at any time.
Article 3. Language.
The official language of the EAN shall be English, unless and to the extent otherwise required by law.
Article 4. Purpose. Values. Funding.
Purpose.
The purpose of the EAN is to promote “excellence in Neurology in Europe”. In furtherance of this purpose, the EAN shall, among others, pursue the following objectives:
– to increase the availability and standards of neurological services; – to advance the development of neurology as the major medical specialty caring for patients with neurological disorders;
– to encourage collaboration between European national neurological societies;
– to strengthen collaboration between clinical neurology and related professional and lay organizations;
– to support neurological research, encourage research collaboration, and promote dissemination of research results;
– to strengthen the standard, availability and equality of neurological education for neurologists and affiliated/related health professionals;
– to raise awareness among the lay public, media, health care providers and other stakeholders, as well as law and policy makers about the burden and cost of neurological disorders and the benefits which clinical neurology can bring;
– to collaborate with international, national and regional neurological associations and related international health organisations.
Values.
The EAN will base its activities on the following five values:
– Professionalism. The EAN will strive to reach the highest scientific standards and to deliver unbiased information in its research and educational activities.
– High ethical standards. The EAN will apply high ethical standards in all its activities within science, education, liaison, and administration, complying with applicable regulations and codes of ethics.
– Involvement. The EAN will strive to involve its members and collaborators in the organization of research, education and liaison activities.
– Independence. The EAN will operate as a professional and scientific organisation, independent from the political or commercial interests of external companies or organizations.
– Transparency. The EAN will provide transparency in the organisation of all its scientific and administrative activities.
Funding
The funds required for realisation of the purpose of the EAN shall be raised among others, through:
– membership fees,
– donations,
– revenues from the organisation of scientific congresses,
– revenues from the publication of scientific journals, scientific handbooks, books, and other media
Article 5. Realisation.
The EAN may engage in all activities which contribute to the advancement of clinical neurology and related neurosciences within Europe. Actions that the EAN may take to realise its purpose in particular include, but are not limited to
– organisation of congresses, symposia and workshops in clinical neurology and related neurosciences in Europe;
– organisation of neurological teaching courses;
– ownership and publication of scientific journals; publication of newsletters, bulletins, articles and reports for educational and research purposes;
– contribution to the European Board of Neurology examination;
– development of guidelines, web-based, educational services and resources for research in neurology;
– European exchange of students, researchers and clinicians in neurology; – establishment of databases and archives for clinical neurology and related neurosciences;
– communication with competent national, European and international authorities and – liaison activities with international neurological and related organisations. – maximisation of availability and quality of patient care
Article 6. Non-Profit Organisation.
All funds and other assets of the EAN are irrevocably dedicated to non-profit, that is charitable, purposes, and no part thereof shall ever inure to the pecuniary benefit, save for reimbursements for expenses incurred in connection with an engagement for or on behalf of the EAN, of any of its members or directors.
Article 7. Membership categories.
The EAN shall have the following categories of members:
Individual Members, who can be either Full Individual Members or Associate Individual Members; and
Institutional Members, who can be either Full Institutional Members or Associate Institutional Members.
Article 8. Individual Members
Full Individual Members may be
– Neurologists who are nationals of any EAN member country; and/or
– Neurologists practicing in any EAN member country including neurologists in training.
Associate Individual Members may be
– Neurologists who are nationals of and practice in countries other than EAN member countries; and/or
– Health Professionals and/or Scientists of other specialities or professions related to Neurology.
Article 9. Institutional Members.
Each of the National Societies of Neurology of any EAN member jurisdiction shall be a Full Institutional Member. Any members of full institutional members are automatically EAN passive members.
Associate Institutional Members may be
– National neurological societies of other non-European countries.
– European non-profit scientific societies dealing with subfields of neurology; and/or
– European non-profit neurological patient organisations.
Article 10. Application for Membership
Individual Members
Individuals may apply for membership by submitting credentials establishing their specialisation and profession recognised in their country of practice to the Secretary General.
Institutional Members
Institutions may apply for membership by submitting their statement of purpose and/or bylaws, an official confirmation of their non-profit status and, if applicable, their respective particulars of registration to the Secretary General.
Article 11. Approval of membership
The Secretary General shall, upon request, provide reasonable assistance to potential Individual Members in the application procedure, to preliminarily approve or reject, as the case may be, all applications. The Secretary General shall inform the Board of any approval or rejection of application for individual membership without undue delay and the Board shall then, at any time, have the authority to overrule the decision of the Secretary General and to finally resolve on approval or rejection of applications for and termination of membership by majority vote.
The Secretary General shall forward all applications to the Board, which shall decide on the approval or rejection of any such application by majority vote.
Article 12. Membership fees.
Upon proposal of the Board, the Assembly of Delegates shall resolve upon any amendment of the amounts of membership fees for Individual and Institutional Members for coming years at any time.
A reduction of membership fees will be available for young (less than 35 years of age) individual members and to Individual Members according to country of residence (following World Bank Categories). Senior members aged 65 years or older who have retired from their active practice will also be entitled to apply for a reduction of membership fees.
Article 13. Membership Rights.
Events. The representatives of Institutional Members and their members as well as the Individual Members shall be entitled to attend any EAN event, provided that the fee set by the EAN for admission or participation in the event has been paid by or on behalf of each individual participant.
Voting and Holding Office. The only categories of membership entitled to vote during any regular or special assembly of the EAN Assembly of Delegates shall be the representatives of the Full Institutional Members and the representatives of the Full Individual Members.
The categories of membership entitled to hold any elected office in the EAN shall be any Full Individual member and any passive EAN member.
Full Individual Members are entitled to vote on the election of individual representatives to the Assembly of Delegates.
Other Rights.
Full Individual Members will
– receive a membership certificate,
– have a reduced membership registration fee to the EAN Congresses, and
– have a membership access to the EAN official Journal and other EAN publications.
Membership shall not confer any rights upon Members other than those rights expressly stated in these Bylaws.
Article 14. Termination of Membership.
Membership terminates by death or dissolution, withdrawal, or exclusion.
A member may only be excluded from membership by a resolution of the EAN Board for cause, in particular based on a violation of the Articles of EAN, professional misconduct, criminal prosecution, exclusion from a National Society of Neurology of any EAN member jurisdiction for cause or in case the Individual Member is in arrears with the paying of the annual membership fee and said payment has not been made in spite of two written notices. The respective member may demand a resolution by the Assembly of Delegates. In such a case, he or she shall not be entitled to vote.
The Board may, in its reasonable discretion, temporarily suspend the Membership of Individual Members against whom criminal or disciplinary proceedings have been initiated in any EAN member jurisdiction.
Any member can withdraw from membership with effect as of the next 31 December by submission of a termination notice to the Secretary General.
Article 15. No Claims.
Upon termination of membership, any and all claims any Member may have against the EAN shall expire and be deemed forfeited. In particular, members are not reimbursed for any membership fees or entitled to receive any assets of the EAN.
Article 16. No Liability.
Only the EAN shall be liable for its liabilities; Members shall be held liable only if and to the extent required under mandatory provisions of substantive Austrian law without its rules on conflicts of laws.
Article 17. Assembly of Delegates.
The Assembly of Delegates shall consist of representatives of the Full Individual Members and of the Full Institutional members. The Assembly of Delegates shall be responsible for the following tasks:
1. Election of the officers of the EAN
2. Amendments to the bylaws of the EAN
3. Approval of the annual accounts
4. Endorsement of major decisions made by the Board
5. Dissolution of the EAN
Article 18. Number of Representatives in the Assembly of Delegates
Representatives of Full Individual Members
The Full Individual Members shall be entitled to nominate 1 (one) Delegate to the Assembly of Delegates for every 20 (twenty) Full Individual Members. The total number of Delegates to the Assembly of Delegates nominated by the Full Individual Members shall however in no case exceed the number of Delegates to the Assembly of Delegates nominated by the Full Institutional Members (currently 45).
The Full Individual Members shall furthermore be entitled to nominate up to 10 (ten) Delegates Substitute for temporary or permanent replacement of Delegates to the Assembly of Delegates nominated by the Full Individual Members. Any Delegate to the Assembly of Delegates nominated by the Full Individual Members who is temporarily or permanently prevented from assuming tasks assigned to him/her shall be entitled to confer all of the tasks assigned to him/her to a Delegate Substitute. Any Delegate Substitute shall act as substitute of one Delegate to the Assembly of Delegates only and shall resign immediately after the reason for his or her appointment as Delegate Substitute has lapsed.
In case 5 or more Delegates Substitute for whatever reason have permanently assumed the tasks of Delegate to the Assembly of Delegates nominated by the Full Individual members, the Board may decide to request the Full Individual Members to nominate as many additional Delegates Substitute as have permanently replaced Delegates to the Assembly of Delegates nominated by the Full Individual Members.
Representatives of Full Institutional Members
Each Full Institutional Member shall be entitled to nominate 1 (one) Delegate to the Assembly of Delegates. Delegates to the Assembly of Delegates nominated by the Full Institutional Members may temporarily appoint one member of the same National Society of Neurology as his/her representative by use of an official written power of attorney.
Article 19. Election of delegates to Assembly of Delegates; Term.
Election
Individual members
Full Individual Members intending to run for the position as representative of the individual members in the Assembly of Delegates should apply to the Board, by submitting a nomination form. The nomination form will include identification, short form of CV, past contributions to the EAN (positions held, participations in EAN Congresses, publications in the EAN journal) and proposed activities as future member of the Assembly of Delegates. The EAN Board shall organize a voting for the Full Individual Members for the election of the nominated Representatives of the Full Individual members to the Assembly of Delegates.
The particulars of the election procedure will be decided by the Board.
Full Institutional Members
The Chairman or President of each Full Institutional Member is responsible on behalf of his organisation of submitting a nomination form to the Board. The nomination form will include identification and a short form of CV of the nominee. Upon approval by the Board, which approval is not to be unreasonably withheld, the Board shall confirm appointment of the respective nominee as Representative of the respective Full Institutional Member to the Assembly of Delegates.
Term
Each Individual or Full Institutional Member elected to the Assembly of Delegates shall serve for a term of four years unless he/she decides to withdraw prior to the end of the full term.
In the event of a retirement, decease or other demission of a representative in the Assembly of Delegates nominated by the Full Individual Members, a Delegates Substitute so nominated by the Members of the Assembly of Delegates nominated by the Full Individual Members will take the place of the relevant previous representative for the remaining term of office.
In the event of a retirement, decease or other demission of a representative in the Assembly of Delegates nominated by the Full Institutional Members, a member of the same National Society of Neurology is entitled to appoint a new representative to the Assembly of Delegates for the remaining term of office.
Article 20. Assembly of Delegates Meetings
Meetings of the Assembly of Delegates shall take place at least once a year at the annual EAN Congress. A quorum shall consist of at least 50 per cent of all Delegates. At the beginning of each Assembly of Delegates meeting, the Secretary General shall be in charge of (i) confirming the quorum and (ii) recording the minutes and any resolution passed at such meeting.
Special Meetings.
The President may call for special meetings of the Assembly of Delegates if time is of the essence upon giving at least ten business days advance notice to all members of the Assembly of Delegates, including the time and place such meeting is to be held.
Consent procedures.
Unless stated otherwise in these Bylaws, all resolutions of the Assembly of Delegates are passed by affirmative votes of a majority of the quorum.
Article 21. Board.
The Board shall have all powers that are not explicitly assigned to another body of the EAN by applicable laws of these Bylaws.
The EAN Board consists of the following 9 members:
1. President (elected)
2. Vice President (elected)
3. Secretary General (elected)
4. Treasurer (elected)
5. Chairperson Programme Committee (appointed)
6. Chairperson Scientific Committee (elected)
7. Chairperson Liaison Committee (elected)
8. Chairperson Education Committee (appointed)
9. Member at Large (elected)
An equitable geographical and gender distribution of Board members should be sought.
The President shall act as chief spokesman and represent the EAN vis-à-vis the public, the press, legislative bodies, the medical community at large and governments of individual states of Europe as well as the bodies of the European Union and international organisations. He/she is responsible for making appointments of members of standing committees and other committees; may appoint EAN representatives to civic, professional and governmental organisations as may be required to execute the business and affairs of the and preside at all meetings of the Board. The President is furthermore the Chairman of the Board. He/she shall present an annual report of the work of the EAN at each annual meeting of the EAN and shall have a casting vote in all resolutions passed in the Board. The President shall have such powers as may be reasonably construed as belonging to the chief executive of any organization.
The Vice President shall assist the President with his/her responsibilities in the event of the absence or inability of the President exercise his office and become acting president of the EAN with all the rights, privileges and powers as if he had been the duly elected President.
The Secretary General shall keep and be the official custodian of the minutes and records of the EAN by appropriate means. It shall be his/her duty to arrange for filing of any application or certificate required by any law or statute. He/she shall submit to the Board any communications addressed to him/her as Secretary General of the EAN. In particular, he/she shall attend to all official correspondence of the EAN and shall exercise all further duties incident to the office of Secretary General.
The Treasurer shall have the care and custody of and be responsible for all funds of the EAN. No special fund or account shall be set aside that shall make it unnecessary for the Treasurer to authorize any payment on behalf of the EAN. He/she shall render, at such periods as the EAN Board shall determine, a written account of the finances of the EAN. The Treasurer shall exercise all further duties incident to the office of Treasurer.
The Member at Large shall have the specific responsibilities that do not lie in the competence of any other member of the Board which have been assigned to it, from time to time, by the President.
The Chairpersons of the Committees shall have the respective responsibilities assigned to them in these Bylaws.
Article 22. No compensation.
No member of the Board shall, for reason of his office, be entitled to receive any salary or other means of compensation, save for reimbursement of expenses incurred in connection with such office.
Article 23. Election and Appointment; Term.
The President, the Vice President, the Secretary General, the Treasurer, the Liaison and Scientific Committee Chairpersons and the Member at Large are elected by secret majority vote of the members of the Assembly of Delegates. The Board, by majority of votes, appoints the Chairpersons of the Congress Programme and Education Committees.
Each of (i) the Board, (ii) the Delegates to the Assembly of Delegates nominated by the Full Individual Members and (iii) the Delegates to the Assembly of Delegates nominated by the Full Institutional Members are entitled to submit suggestions of suitable candidates for any vacant position in the Board. To suggest a candidate the nominating member of the board or delegate shall submit to the Executive Director a nomination form including short CV, past contributions to the EAN (positions held, participation in EAN Congresses, publications in the EAN journal), and statements signed by the candidate of willingness to serve in the post for which they are being nominated and their proposed activities in and visions for that post. The list of nominated members should be communicated at least 8 weeks before the Assembly of Delegates. After that deadline no more nominations can be effected.
The members of the Board are elected by the Assembly of Delegates by secret majority vote, whereby a minimum quorum of 50 percent of all delegates is required; should no candidate receive the majority of votes in the first election, a second ballot shall take place between the candidates who have received the two highest numbers of votes.
The members of the Board are elected or appointed for a term ending on the date of the meeting of the Assembly of Delegates in the second calendar year following their election or appointment (the “Term”), respectively, and may be re-elected for the same position in the Board for such Term once. No member of the Board may exceed the maximum period of appointment of four terms.
Article 24. Resignation, Removal, Vacancies.
Any member of the Board may resign at any time by giving written notice to the President. Such resignation shall become effective at the time specified in such notice, or, if the time is not specified therein, upon its acceptance by the Board.
Any member of the Board may be removed from the Board in case of material violation of duties following an affirmative written vote of two thirds of the remaining members of the Board.
In the event of incapacitation, withdrawal, resignation or removal of any member of the Board during a Term, the President, with the approval of the Board, shall appoint a successor who will hold the office until expiration of said Term.
Article 25. Board Meetings.
Meetings of the Board shall take place twice a year, one at the annual EAN Congress and one at the main office. A quorum shall consist of at least two-thirds of the members of the Board. Additional meetings may be held by electronic means such as telephone, telephone conference, video-conference or online, by means of which all members participating in the meeting can communicate with each other at the same time. Participating by such means shall constitute presence in person at a meeting. A resolution signed by all the members of the Board shall have the same force and effect as if it were passed at a duly called meeting of the Board.
Special Meetings.
The President, the Vice President or any two members of the Board may call for special meetings of the Board for any purpose upon giving advance notice to all members of the Board at least ten business days, including the time and place such meeting is to be held. Consent procedures. Unless stated otherwise in these Bylaws, all resolutions of the Board are passed by affirmative votes of a majority of the quorum.
Article 26. Committees.
Various committees support the Board. The establishment of committees and of ad-hoc committees is possible any time on the basis of a resolution by the Board. In its resolution, the Board shall stipulate the tasks and responsibilities, the composition and the duration of a specific committee.
General rules applicable to Committees.
The chairperson of each committee is responsible for the submission of an annual written report to the Board. In appointing members for a committee an equitable geographical and gender distribution should be sought. The number of members of each committee shall be between five and nine, unless otherwise decided by the Board. Each committee should prepare and submit an annual budget to the treasurer. Each committee has a written mandate and a running action list, which are updated as necessary in consultation with the Board.
In any event, the EAN shall have the following Committees:
Programme Committee. Is responsible for and decides on the scientific programme at EAN organised meetings. It has up to a maximum of nine members including its chairperson, the chairpersons of the Education Committee and of the Scientific Committees, three other members appointed by the chairperson and one member appointed by the national society of the hosting country, one of them serving as vice chairperson of the Programme Committee. In the event of an agreement with another professional and scientific society the relevant officially appointed representative of such an organisation can be included in the Programme Committee.
Education Committee. Develops recommendations and monitors activities related to educational issues of importance to the EAN; works actively with the Union Européenne des Médecins Spécialistes (UEMS) in pursuit of common European educational standards as well as the European Board Examination in Neurology; analyses and helps harmonise medical school curricula and teaching methods in neurology; helps to increase co-operation between different parts of Europe; Organises special educational activities for young neurologists from the European countries in transition (regional teaching courses); Works to establish department-to-department co-operation between European neurological departments.; compiles and distributes information about fellowship programmes and travel grants for young neurologists from the countries in transition, about the availability of research grants and literature. The Education Committee shall have one representative from the EAN Liaison Committee. Other core responsibilities of the Education Committee are: 1. CME 2. E-learning 3. Teaching courses
Liaison Committee. Is responsible for advising the Board about the communication strategy of the EAN and assists the Board in liaising with other professional, scientific and lay organisations in the field of neurology in Europe and internationally, as well as with relations of EAN to the European Union and other European Institutions. The Liaison Committee has one representative in the Scientific Committee and in the Education Committee.
Scientific Committee. Develops recommendations for policies and activities related to all issues of a scientific nature that involve the EAN and its membership; is responsible for the activities and maintenance of Subspecialty Scientific Panels covering all major areas of clinical neurology. The Scientific Committee shall have one representative from the EAN Liaison Committee. The Scientific Committee organises:
Subspecialty Scientific Panels. The aims of the Subspecialty Scientific Panels are: – to co-ordinate clinical research at a European level;
– to disseminate good neurological practice throughout European countries;
– to assist the Programme Committee in organising congresses;
– to assist the EAN in training neurologists and in supporting continuing medical education; and – to produce guidelines according to the latest scientific and evidence levels.
The board would stipulate the principles of the composition of the panels.
Task Forces. A Task Force may be appointed by the chairperson of the Scientific Committee following recommendation by a Subspecialty Scientific Panel or by the President as the need arises to carry out a specific task.
The Task Force shall have a mandate, and a date of expected report should be specified by the President or the chairperson of the Scientific Committee. The chairpersons and members of all Task Forces shall be appointed by the President or the Chairperson of the Scientific Committee taking into consideration qualifications as well as geographical spread. The board will establish rules for the financial support of the task forces and panels.
Article 27. Fiscal Year; Audit.
The fiscal year of the EAN shall be the calendar year.
The Annual Accounts of the EAN shall be audited by an auditor appointed by the Board. The auditors’ report is to be submitted to the Board and the Assembly of Delegates simultaneously.
Article 28. Dispute Resolution
All internal disputes arising between Members and / or between the EAN and its Members, which do not fall in the mandatory jurisdiction of the Austrian Courts of Justice shall be settled by the internal Dispute Resolution Chamber (DRC). The DRC is an internal dispute resolution body (Schlichtungseinrichtung) in the meaning of the Austrian Act on Foundations 2002 (Vereinsgesetz 2002) and are not an arbitral tribunal in the meaning of Sec 577 ff of the Austrian Code of Civil Procedure (Zivilprozessordnung).
The DRC consists of 3 individuals, all of whom are either Full Individual Members or official representatives of Full Institutional Members (each an “Arbitrator”), and none of whom are members of the Board.
In case of a dispute falling in the competence of the DRC, any party thereto shall nominate an Arbitrator to the President in writing, who shall, within seven (7) days, request the other party to nominate an Arbitrator within further fourteen (14) days. After notification by the President, the so nominated Arbitrators shall mutually nominate a chairman within fourteen (14) days. Should no mutual decision on the identity of the chairman be reached within such period, the chairman shall be selected by drawing of lots.
The DRC shall decide on the dispute to the best of the Arbitrator’s knowledge after hearing of both parties in presence of all Arbitrators by majority vote. The decision of the DRC is final and binding within the EAN.
Article 29. Amendment of Bylaws.
These Bylaws may be amended or repealed and new Bylaws may be adopted subject to a proposal by the Board by an affirmative majority vote of the Assembly of Delegates.
Article 30. Dissolution.
The Assembly of Delegates resolves on the dissolution of the EAN. Upon the dissolution or winding-up of the EAN, its assets remaining after payment, or provision for payment, of all debts and liabilities of the EAN shall be distributed to a non-profit fund, organisation, foundation, or association which is dedicated to the research and/or the education and/or continued training concerning neurology.
