GENERAL

Name

1. The name of the Federation is "THE FEDERATION OF THE EUROPEAN SOCIETIES OF NEUROPSYCHOLOGY" (hereinafter referred to as "the Federation"). The logo of the Federation will be based on the European Flag. It will consist of a circle of twelve gold stars on a blue background encircling the acronym of the Federation "ESN".

Objects

2. The objects of the Federation shall be to further the scientific and professional issues within the field of neuropsychology, including cognitive neuropsychology, clinical neuropsychology, behavioural neurology, neuroimaging and neuropsychological rehabilitation.

Powers

3. In pursuance of the objects set out in clause 2 (but not otherwise), the Federation shall have the following powers:-
   1. To encourage and help develop European programmes of clinical and experimental neuropsychological research along with pre- and postgraduate teaching and to put forward any instances related to neuropsychology to the relevant political or beaurocratic bodies as the Federation may deem fit. The Federation may also engage in other activities which contribute to the advancement of neuropsychology and related topics within Europe and will liaise with other relevant scientific and clinical bodies.
   2. To carry on any other activities which further any of the above objects.
   3. To improve, manage, develop, or otherwise deal with, all or any part of the property and rights of the Federation.
   4. To employ such staff as are considered appropriate for the proper conduct of the Federation’s activities.
   5. To engage such consultants and advisers as are considered appropriate from time to time.
   6. To effect insurance of all kinds (which may include officers’ liability insurance).
   7. To invest any funds which are not immediately required for the Federation’s activities in such investments as may be considered appropriate (and to dispose of, and vary, such investments).
   8. To take such steps as may be deemed appropriate for the purpose of raising funds for the Federation’s activities.
   9. To accept grants, donations and legacies of all kinds (and to accept any reasonable conditions attaching to them).
   10. To do anything which may be incidental or conducive to the furtherance of any of the Federation’s objects.

General structure

4. The structure of the Federation shall consist of:-
   1. the ORDINARY MEMBERS - who have the right to attend the Congress meetings
   2. the COUNCIL MEMBERS– consisting of the presidents of the affiliated national societies or their delegates who must be full members of the Federation. Congress meetings of the Federation will initially take place every two years.
   3. the MANAGEMENT COMMITTEE – who hold regular virtual meetings via telephone or electronic communications during the period between Congress meetings, and generally control and supervise the activities of the Federation; in particular, the management committee is responsible for monitoring the financial position of the Federation.

MEMBERS

Qualifications for membership

5.  
   1. Ordinary Membership shall be open to any person who is a member of European Societies of neuropsychology which partakes in the Federation. The Federation may set up a mechanism to accept as members any persons or societies who are not current members of any of the federated societies but whose primary affiliation is in Europe or in neighbouring countries and who are active and established researchers in some area of neuropsychology;
   2. Council Membership shall be open to any person who is a president of the affiliated national societies of the Federation or their delegate plus the elected President of the Federation;
   3. Management Committee Membership shall be open to the President, Vice-President, Treasurer, and the Organiser of the next Congress meeting, plus two co-opted members to be agreed by Council members.
6. Normally no more than three Management Committee members shall have the same country of membership.

Application for membership

7. The Council members may, at their discretion, refuse to admit any person to membership.
8. Members (if they are a national society) shall require to pay an annual membership subscription; unless and until otherwise determined by the members, the amount of the annual membership subscription shall be determined by the Federation.
   1. The Council members may vary the amount of the annual membership subscription and/or the date on which it falls due in each year, by way of a resolution to that effect passed at a Congress meeting.
   2. If the membership subscription payable by any member remains outstanding more than three months after the date on which it fell due (and providing he/she has been given at least one written reminder) the management committee may, by resolution to that effect, expel him/her from membership.
   3. A person who ceases (for whatever reason) to be a member shall not be entitled to any refund of the membership subscription.

Withdrawal from membership

9. Any person who wishes to withdraw from membership shall sign, and lodge with the Federation, a written notice to that effect; on receipt of the notice by the Federation, s/he shall cease to be a member.

Expulsion from membership

10. Any person may be expelled from membership by way of a resolution passed by majority vote at a Congress meeting (meeting of members), providing the following procedures have been observed:-
    1. at least 21 days’ notice of the intention to propose the resolution must be given to the member concerned, specifying the grounds for the proposed expulsion
    2. the member concerned shall be entitled to be heard on the resolution at the Congress meeting at which the resolution is proposed.

CONGRESS MEETINGS (meetings of members)

Congress meetings (meetings of members)

11. The Council members shall convene a Congress meeting initially every two years (but excluding the year in which the Federation is formed);
12. The business of each Congress meeting shall include:-
    1. a report by the chair on the activities of the Federation
    2. consideration of the annual accounts of the Federation
13. The Council members may convene a special Congress meeting at any time.

Council members

14. The Council shall consist of the presidents of the affiliated national societies or their delegates. There shall be a president, vice-president, treasurer, secretary, a representative from the previous two Congress meetings of the Federation and a member of the organising committee of the next Congress.

MANAGEMENT COMMITTEE/MEETINGS

Management committee meetings

15. The management committee shall convene a management committee meeting when required, to deal with the day-to-day management of the Federation;
16. The business of each management committee meeting shall include:-
    1. a report by the chair on the activities of the Federation
    2. consideration of the annual accounts of the Federation
17. The management committee may convene a special management committee meeting at any time.

Notice of management committee

18. At least 14 clear days’ notice must be given (in accordance with clause 61) of any management committee meeting; the notice must indicate the general nature of any business to be dealt with at the meeting and, in the case of a resolution to alter the constitution, must set out the terms of the proposed alteration.
19. The reference to "clear days" in clause 18 shall be taken to mean that, in calculating the period of notice, the day after the notice is posted, and also the day of the meeting, should be excluded.
20. Notice of every management committee meeting shall be given (in accordance with clause 60) to all the members of the Federation, and to all the members of the Council and management committee via their respective National Societies.

Procedure at management committee meetings

21. No business shall be dealt with at any management committee meeting unless a quorum is present; the quorum for a management committee meeting shall be half the total number of members plus one, present in person.
22. The chair of the Federation shall (if present and willing to act as chairperson) preside as chairperson of each management committee meeting; if the chair is not present and willing to act as chairperson within 15 minutes after the time at which the meeting was due to commence, the members of the management committee present at the meeting shall elect from among themselves the person who will act as chairperson of that meeting.
23. The chairperson of a management committee meeting may, with the consent of the meeting, adjourn the meeting to such time and place as the chairperson may determine.
24. Every member shall have one vote, which (whether on a show of hands or on a secret ballot) must be given personally.
25. If there is an equal number of votes for and against any resolution, the chairperson of the meeting shall be entitled to a casting vote.
26. A resolution put to the vote at a management committee meeting shall be decided on a show of hands unless a secret ballot is demanded by the chairperson (or by at least two members present in person at the meeting).
27. If a secret ballot is demanded, it shall be taken at the meeting and shall be conducted in such a manner as the chairperson may direct; the result of the ballot shall be declared at the meeting at which the ballot was demanded.

Maximum number of management committee members

28. The maximum number of members of the management committee shall be 7. The management committee shall consist of a president, vice-president, treasurer, secretary, a representative of the next Congress organising committee and two further members.

Eligibility

29. A person shall not be eligible for election/appointment to the Council or management committee unless he/she is a member of the Federation.

Election, retiral, re-election

30. The duration of office for each of the President, Vice-President, Treasurer and Secretary shall be two years for both the Council and the management committe. They could be re-elected.
31. Each European Society of Neuropsychology which partakes in the Federation shall be responsible for appointing its representative Council member.

Termination of office

32. A member of the Council and/or management committee shall automatically vacate office if:-
    1. he/she becomes incapable for medical reasons of fulfilling the duties of his/her office and such incapacity is expected to continue for a period of more than six months
    2. he/she ceases to be a member of the Federation
    3. he/she becomes an employee of the Federation
    4. he/she resigns office by notice to the Federation
    5. he/she is absent (without permission of the management committee) from more than three consecutive meetings of the management committee, and the management committee resolve to remove him/her from office.

Register of members

33. The Secretary of the management committee and Council shall maintain a register of Ordinary members, Council members and management committee members, setting out the full name and address of each member, the date on which each such person became a member, and the date on which any person ceased to hold office as a member. This information could be indirectly maintained by liaising with the relevant partaking societies. Rights of accessing such lists of members’ details shall be reserved and shall not be used for commercial purposes.

Office bearers

34. The management committee members shall elect from among themselves such other office bearers (if any) as they consider appropriate.
35. All of the office bearers shall cease to hold office at the conclusion of each Congress meeting, but shall then be eligible for re-election.
36. A person elected to any office shall cease to hold that office if he/she ceases to be a member of the management committee or if he/she resigns from that office by written notice to that effect.

Powers of management committee

37. Except as otherwise provided in this constitution, the day-to-day management of the Federation and its assets and undertaking shall be managed by the management committee, who may exercise all the powers of the Federation. The management committee has the power to decide on all matters of the Federation when such decisions cannot be delayed until the next Congress meeting.
38. A meeting of the management committee at which a quorum is present may exercise all powers exercisable by the management committee.

Advisory Board

39. The Council members shall nominate an Advisory Board of up to seven members. No more than two members of the Advisory Board shall have the same country of membership.
40. The Advisory Board shall have the role of advising the members and management committee on scientific matters including, but not limited to, the programme for the next Congress.

Personal interests

41. A member of the Council and/or management committee who has a personal interest in any transaction or other arrangement which the Federation is proposing to enter into, must declare that interest at a meeting of the management committee; he/she will be debarred (in terms of clause 42) from voting on the question of whether or not the Federation should enter into that arrangement.
42. For the purposes of clause 41, a person shall be deemed to have a personal interest in an arrangement if any partner or other close relative of his/hers or any firm of which he/she is a partner or any limited company of which he/she is a substantial shareholder or director, has a personal interest in that arrangement.
43. Provided he/she has declared his/her interest - and has not voted on the question of whether or not the Federation should enter into the relevant arrangement - a member of the Council and/or management committee will not be debarred from entering into an arrangement with the Federation in which he/she has a personal interest (or is deemed to have a personal interest under clause 53) and may retain any personal benefit which he/she gains from his/her participation in that arrangement.
44. No member of the Council and/or management committee may serve as an employee (full time or part time) of the Federation, and no member of the Council and/or management committee may be given any remuneration by the Federation for carrying out his/her duties as a member of the Council and/or management committee.
45. The members of the Council and/or management committee may be paid all travelling and other expenses reasonably incurred by them in connection with their attendance at meetings of the Council and/or management committee, or meetings of committees, or otherwise in connection with the carrying-out of their duties.

Procedure at management committee meetings

46. Any member of the management committee may call a meeting of the management committee or request the secretary to call a meeting of the management committee.
47. Questions arising at a meeting of the management committee shall be decided by a majority of votes; if an equality of votes arises, the chairperson of the meeting shall have a casting vote.
48. Unless he/she is unwilling to do so, the chair of the Federation shall preside as chairperson at every management committee meeting at which he/she is present; if the chair is unwilling to act as chairperson or is not present within 15 minutes after the time when the meeting was due to commence, the management committee members present shall elect from among themselves the person who will act as chairperson of the meeting.
49. The management committee may, at its discretion, allow any person who they reasonably consider appropriate, to attend and speak at any meeting of the management committee; for the avoidance of doubt, any such person who is invited to attend a management committee meeting shall not be entitled to vote.
50. A management committee member shall not vote at a management committee meeting (or at a meeting of a committee) on any resolution concerning a matter in which he/she has a personal interest which conflicts (or may conflict) with the interests of the Federation; he/she must withdraw from the meeting while an item of that nature is being dealt with.
51. For the purposes of clause 50, a person shall be deemed to have a personal interest in a particular matter if any partner or other close relative of his/hers or any firm of which he/she is a partner or any limited company of which he/she is a substantial shareholder or director, has a personal interest in that matter.

ADMINISTRATION

Delegation to sub-committees

52. The management committee may delegate any of their powers to any sub-committee consisting of one or more management committee members and such other persons (if any) as the management committee may determine; they may also delegate to the chair of the Federation (or the holder of any other post) such of their powers as they may consider appropriate.
53. Any delegation of powers under clause 43 may be made subject to such conditions as the management committee may impose and may be revoked or altered.
54. The rules of procedure for any sub-committee shall be as prescribed by the management committee.

Holding of property

55. The title to all property (including any land or buildings, the tenant’s interest under any lease and (so far as appropriate) any investments) shall be held either in the names of the chair, treasurer and secretary of the Federation (and their successors in office) or in name of a nominee company holding such property in trust for the Federation; any person or body in whose name the Federation’s property is held shall act in accordance with the directions issued from time to time by the management committee.

Minutes

56. The management committee shall ensure that minutes are made of all proceedings at management committee meetings and Congress meetings; a minute of any meeting shall include the names of those present, and (as far as possible) shall be signed by the chairperson of the meeting.

Accounting records and annual accounts

57. The management committee shall ensure that proper accounting records are maintained in accordance with all applicable statutory requirements.
58. The management committee shall prepare annual accounts, complying with all relevant statutory requirements; if an audit is required under any statutory provisions or if they otherwise think fit, they shall ensure that an audit of such accounts is carried out by a qualified auditor.

Notices

59. Any notice which requires to be given to a member under this constitution shall be in writing, except notice of a Congress meeting which does not need to be given in writing; such a notice may either be via the respective National Society; given personally to the member or be sent by post in a pre-paid envelope addressed to the member at the address last intimated by him/her to the Federation or by sending it to their registered e-mail address together with a standard header.

MISCELLANEOUS

Dissolution

60. If the management committee determines that it is necessary or appropriate that the Federation be dissolved, it shall convene a meeting of the members; not less than 21 days’ notice of the meeting (stating the terms of the proposed resolution) shall be given.
61. If a proposal by the management committee to dissolve the Federation is confirmed by a two-thirds majority of those present and voting at the management committee meeting convened under clause 60, the management committee shall have power to dispose of any assets held by or on behalf of the Federation - and any assets remaining after satisfaction of the debts and liabilities of the Federation shall be transferred to some other charitable body or bodies having objects similar to those of the Federation; the identity of the body or bodies to which such assets are transferred shall be determined by the members of the Federation at, or prior to, the time of dissolution.
62. For the avoidance of doubt, no part of the income or property of the Federation shall be paid or transferred (directly or indirectly) to the members, either in the course of the Federation’s existence or on dissolution.

Alterations to the constitution

63. The constitution may be altered by a resolution passed by not less than two-thirds of the society representatives.