ECNP Constitution and Bylaws
Section 1: Name and Domicile
The EUROPEAN COLLEGE OF NEUROPSYCHOPHARMACOLOGY (hereinafter referred to as the “ECNP”) is constituted in accordance with Article 60 et seq. of the Swiss Civil Law (Schweizerisches Zivilgesetzbuch) and can have its office in Switzerland or in other European counties.
The ECNP’s working language will be English.
Section 2: Objectives
It is the objective of the ECNP to stimulate high-quality experimental and clinical research in neuropsychopharmacology, with special emphasis on coordinating and promoting the scientific activities and standards between countries in Europe.
The mission of the ECNP will be to advance the science of the brain, promote better treatment and enhance brain health.
The ECNP will have no profit motive.
2.2 Means to Attain the Objective
The ECNP brings together all persons involved in or interested in the scientific study of neuropsychopharmacology by arranging scientific meetings, seminars, study groups, and publishing scientific research.
The ECNP provides guidance and information to the public on matters relevant to neuropsychopharmacology.
The ECNP further provides a format for coordination and for development of common standards in Europe.
Section 3: Members
The membership of ECNP is individual. Any person actively engaged or interested in the scientific study of neuropsychopharmacology may apply for membership of the ECNP.
There will be five categories of membership.
Members of each category should hold qualifications considered appropriate by the Executive Committee. To be accepted as a member, prospective members have to undertake to act in accordance with the Code of Conduct of the ECNP.
3.1 Ordinary Membership
Any worker in any relevant discipline, resident in Europe, may apply and be accepted for ordinary membership of the ECNP. Only ordinary members have the right to vote at Meetings and to hold office in the Executive Committee.
3.2 Fellow Membership
Fellow membership may be conferred by the Executive Committee on ordinary members whose scientific eminence and/or contribution to the ECNP are deemed to merit special recognition.
3.3 Honorary Membership
Honorary membership may be awarded to persons of distinction by a General Meeting upon recommendation by the Executive Committee.
3.4 Associate Membership
Associate membership will be available to those who are actively engaged in or interested in research in neuropsychopharmacology, but not fulfilling the requirements for ordinary membership. Associate membership can be held for a maximum of 5 years.
3.5 Corresponding Membership
Corresponding membership will be available for those who are not resident in Europe.
Members will have no right or claim to any portion of the ECNP’s assets.
Section 4: Resignation of Fellow Members
Any Fellow member is entitled to resign his or her membership by giving written notice of such intention at least three months before the end of the calendar year.
Section 5: Expulsion of Members
The membership of members who have failed to pay their membership dues can be terminated by the Executive Committee.
Members who are considered to have acted in such manner as to bring discredit upon the ECNP can be expelled by the Executive Committee.
Allegations of violations of the Ethical Code of Conduct from any member will be reviewed by the President, Executive Director and the chair of the External Review Board of the ECNP to determine whether the allegation is covered by the Code of Conduct. If the allegation is deemed to be so covered, the External Review Board of the ECNP will consider written evidence from relevant parties and recommend to the Executive Committee whether expulsion should be considered or a lesser reaction such as a written warning.
Members who are expelled will be entitled to a hearing before at least three members of the Executive Committee at which the member, unaccompanied, may present his or her case and petition for restitution.
Section 6: Effect of Resignation or Expulsion
Members who resign or are expelled from the ECNP continue to be liable to their membership dues pro rata according to the period of their membership. Termination of membership does not remove the obligation to pay the outstanding dues.
Section 7: Financial Resources
The funds of ECNP are furnished by:
7.1 Members’ subscriptions;
7.2 Voluntary contributions, donations, and subsidies;
7.3 Gifts and grants;
7.4 Legacies and charitable bequests;
7.5 Interests on the assets of the ECNP.
Section 8: Organs of the ECNP
The organs of the ECNP are:
8.1 The General Meeting of Members;
8.2 The Executive Committee.
Section 9: The General Meeting of Members
The General Meeting of Members is the highest organ of the ECNP.
The Meeting is summoned by the Executive Committee at least 3 months before the date of the Meeting. The members will be invited and informed of all motions for debate at the Meeting in writing by ordinary mail or e-mail at least 1 month before the date of the Meeting.
The members shall submit to the Secretary of the Executive Committee any motions supported by at least ten ordinary members at least sixty days prior to the Meeting.
An Ordinary General Meeting is to be held at least every year. Extraordinary General Meetings will be summoned, given twenty-eight days notice to the members, whenever a General Meeting or the Executive Committee so decide, or on written demand, addressed to the Executive Committee and stating the purpose of such Meeting, of at least ten percent of the members or 50 members. The Executive Committee informs the members of such a request within seven days from its receipt.
Section 10: Powers of the General Meeting of Members
The General Meeting of Members decides on:
10.1 The election and discharge of the President and the other officers (Vice-President, President-Elect, Secretary, Treasurer) and the councillors of the Executive Committee;
10.2 The acceptance of the management report, the balance sheet and the profit and loss account of the ECNP as well as the report of the Auditors; discharge of the managing organs;
10.3 The decision on complaints against the managing organs;
10.4 The appropriations of the proceeds;
10.5 The amendments of the constitution;
10.6 The winding up or merger of the ECNP;
10.7 All other affairs which by law, this Constitution or decision of the Executive Committee are reserved to the General Meeting;
10.8 Motions of members which have been submitted to the Secretary of the Executive Committee at least sixty days before the date of the Meeting.
Section 11: Proceedings at General Meetings
The General Meetings will be chaired by the President or the Vice-President of the Executive Committee, and a Secretary appointed by the Executive Committee will keep minutes.
The General Meetings will be governed by regulations issued by the Executive Committee.
No business can be transacted at a General Meeting unless it is listed on the agenda.
The Executive Committee may decide that resolutions and elections of the General Meeting may be submitted for a mail or electronic ballot vote.
The Executive Committee may also decide that resolutions and elections made by the General Meeting shall be subject to a mail or electronic ballot vote, to be organised within a period of 6 weeks after the meeting. The result of a valid mail or electronic ballot will overrule the decision of the General Meeting. The relevant decision of the General Meeting will be suspended until the outcome of the mail or electronic voting has been established.
The rules and conditions regarding the electronic voting will be laid down in separate regulations.
Section 12: Quorum
The minimum number of ordinary members who must be present for the valid transaction of business shall be 30 for Ordinary General Meetings or 40 for Extraordinary General Meetings. For a mail or electronic ballot to be valid, at least 10 percent of ordinary members must cast a vote.
In the General Meeting and the mail or electronic ballot vote the members entitled to vote pass resolutions and carry out elections, to the extent the law or this constitution do not provide otherwise, with the absolute majority of the members present at the General Meeting or casting their votes in the mail or electronic ballot. If the votes are equal in the General Meeting the President shall have the deciding vote.
Section 13: Resolutions and elections
Elections and resolutions in the General Meeting will be passed by a show of hands unless a ballot is demanded by at least five percent of the ordinary members present at the Meeting. In the case of a ballot, an appropriate number of scrutineers will be elected by a show of hands by a majority of the ordinary members.
Section 14: The Executive Committee
The Executive Committee will be composed of twelve voting members: the Officers President, Vice-President, President-Elect, Past President, Secretary and Treasurer, and six Councillors.
The Executive Committee has the right to co-opt three additional Councillors.
The term of office will be three years. The Officers Vice-President, Secretary and Treasurer and the Councillors can only be re-elected once to the elected position. The Officers President and President-Elect cannot be re-elected to the elected position.
Members of the Executive Committee can only sit for five consecutive terms, except the President. The President can sit for a fifth term as President Elect, a sixth term as President and a seventh term as Past President.
In the event the membership of an Officer prematurely ends, the Executive Committee will decide which Officer will temporarily take over the function of the former Officer, until the next General Meeting.
The Executive Committee meets at least once between the Ordinary General Meetings. The conditions for its summons will be fixed by the President.
The Executive Director, the Editor-in-Chief of the ECNP journal, the chair of the Scientific Programme Committee, and other persons to be decided on by the Executive Committee will have the right to attend the meetings of the Executive Committee. They will not have the right to vote and Executive Committee may exclude them from participating in a meeting if it so decides.
The presence of at least seven voting members is required to constitute a quorum.
Decisions will be passed with the absolute majority of the members present at a meeting or casting their votes in the mail or electronic ballot. If the votes are equal the President shall have the deciding vote.
The Executive Committee may vote by circulating letters, circulating telefaxes, e-mail of any other electronic means of communication, unless 3 or more members demand the treatment of a subject in a Meeting.
There will be kept proper records of the deliberations of the Executive Committee.
Section 15: Powers of the Executive Committee
The members of the Executive Committee have the right and are under the duty:
15.1 to manage all affairs of the ECNP which are not specifically assigned to the General Meeting, and especially to safeguard the interest of the ECNP in general. The Executive Committee is authorized to fully or partially delegate the management to individual members or to third parties and to appoint an Executive Director;
15.2 to execute the resolutions passed by the General Meeting;
15.3 to represent the ECNP; each Officer of the Executive Committee or the Executive Director is entitled to sign jointly with the President or the Vice-President; the Executive Committee may grant by written proxy the right to represent ECNP for special purposes described in the proxy to one of its members, the Executive Director or a third party;
15.4 to summon a General Meeting;
15.5 to organize the activities of the ECNP within the scope set forth in the Constitution or in resolutions of the General Meeting;
15.6 to draw up the rules and regulations necessary for the conducting of the affairs of the ECNP.
Section 16: The Nominating Committee
The Nominating Committee is appointed by the Executive Committee in office to nominate candidates for the future Executive Committee. The Nominating Committee is constituted of seven members of whom the chair should be the Past President and another member the President-Elect. At least three members must be recruited from outside the Executive Committee. Its members are not eligible for the Executive Committee.
The Nominating Committee will take into account the scientific standing and the geographical distribution of members in coming to their recommendation for the officers and the members of the Executive Committee.
Suggestions of the Nominating Committee can be overruled by vote at the General Meeting of Members, if an alternative suggestion for nomination has been put forward by at least fifteen ordinary members.
Section 17: The External Review Board of the ECNP
The External Review Board of the ECNP provides an independent review of the activities of the ECNP to the Executive Committee, reviews complaints or concerns from the membership about the activities of the ECNP, and advises the Executive Committee on appropriate responses. To these ends, the External Review Board of the ECNP has access to all minutes and other documents accessible to the Executive Committee.
The chair of the External Review Board of the ECNP will be nominated by the Nominating Committee and approved by the General Meeting of Members of the ECNP. The chair of the External Review Board of the ECNP may serve up to two terms of three years. The membership of the External Review Board of the ECNP will be decided by the External Review Board of the ECNP.
The External Review Board of the ECNP will meet at least once a year and will provide a report to the General Meeting of Members.
Section 18: The ECNP Office and Executive Director
The Executive Committee may institute an office which will support the activities of the Executive Committee and its members, and implement its decisions and in general administer and manage the activities of the ECNP as the Executive Committee may decide.
The office is managed by an Executive Director, to be appointed and dismissed by the Executive Committee.
The Executive Director will be granted by way of a proxy sufficient authority to manage the office, hire personnel, determine their terms of employment and in general to conduct any and all of the activities of the office.
Section 19: Journal(s)
The ECNP will have its own journal(s), devoted to neuropsychopharmacology and related disciplines.
The Editor-in Chief of this journal will be nominated for a 3-year term by the Executive Committee, and could serve for a maximum of 6 years.
The Editor-in-Chief will report to the General Meeting and the Executive Committee at least once a year. The Editor-in-Chief may nominate members of Editorial Boards, subject to the approval of the Executive Committee.
Section 20: Supporting Legal Entities
The Executive Committee can establish legal entities to support the objectives of the ECNP and the activities of the Executive Committee.
Section 21: The Auditors
Professional Auditors will be appointed by the Executive Committee for a term of office of two years, at the expiration of which they will be re-eligible.
The auditors control and verify the inventory and accounts, the book-keeping and the funds of the ECNP. They report to the General Meeting in writing about the balance sheet and the result of their auditing.
Section 22: Winding up
A General Meeting at which at least one half of the ordinary members are present may pass a resolution on the winding up of ECNP, or on a merger of the ECNP with another organization, provided that at least a two-thirds majority of the ordinary members present is in favour of such a resolution, and further provided that such a resolution is confirmed by a two-thirds majority at another General Meeting to be held not less then twenty-eight days later.
The winding-up will be executed by the Executive Committee.
In the event of ECNP being wound up, any and all remaining assets will be allotted to a European tax-exempt non-profit organization whose public interest mission is similar to that of the ECNP.
Section 23: Effective Date
This constitution has been amended and adopted by the General Meeting of Berlin at 20 October 2014 and has come into effect on the same day.
President: Guy Goodwin
Secretary: Mark J. Millan