Constitution 

Articles of Association; Name and registered Offices

Article 1

The society is called: "The International Society for Neonatal Screening".
The abbreviated name is: ISNS
and it has its registered offices in Amsterdam, The Netherlands.

OBJECTIVES

Article 2

1. The society has the objective of promoting the carrying out of appropriate screening for foetal, neonatal and infant sicknesses and disorders, world-wide.
   
   
2. It intends to achieve this objective by:
   
   a. developing, coordinating and maintaining practice and quality standards;
   
   b. carrying out or commissioning scientific research and the enlargement of scientific knowledge concerning neonatal screening by means of meetings, symposia, discussions, reports and publications;
   
   c. contributing to development and teaching;
   
   d. harmonizing screening programs, methods and protocols. 

   
DURATION

Article 3

The society is established for an undetermined period.

MEMBERSHIP

Article 4

1. The society has ordinary members, honorary members, emeritus members and associate members. Where in these Articles of Association, or in regulations established by virtue of these Articles of Association, or in decisions taken, mention is made of a member or members this is understood as referring to ordinary, honorary and emeritus members as well as the associate members, unless expressly stated otherwise or clearly intended otherwise.
   
   
2. Ordinary members are those who have applied to the Executive Board for membership and as such have been granted membership of the Society by the Executive Board.
   In the case of a refusal of membership by the Executive Board, the General Meeting can still take a decision on whether to allow the membership.
   
   
3. Honorary members are those who, by virtue of special merits and/or qualifications for the Society, have been nominated by the Council and as such have been elected by the General Meeting, and who have accepted their election.
   
   
4. Ordinary members who reach pension-entitlement age can, on the recommendation of an ordinary member, be considered by the Council as emeritus member of the Society.
   
   
5. Honorary members and emeritus members have the same rights as ordinary members. As far as financial obligations of honorary members and emeritus members are concerned, see Article 8, clauses 5 and 6.
   
   
6. The Council can consider people for associate membership. The rights and duties of associate members are determined by the Council.

Article 5

Membership is personal and therefore not subject to conveyance or transfer.

Article 6

1. The membership is terminated:
   
   a. on the death of a member
   
   b. on the resignation of the member;
   
   c. on notice being given by the Society;
   
   d. on expulsion.
   
   
2. The resignation of the membership by the member can take place only at the end of the financial year, with the proviso that it is in writing and taking into account a period of notice of at least four weeks.
   Notwithstanding the aforementioned, immediate termination of membership is possible:
   
   a. if in fairness and reasonableness it cannot be demanded that the membership be continued;
   
   b. within a month of a decision, by which the rights of the members are restricted or their obligations increased, being made known or communicated to a member (unless it refers to a change in financial rights and duties);
   
   c. within one month of a member being informed of a decision to convert the Society into another legal form or enter into a merger.
   If notice has not been given on time, the membership continues until the end of the next financial year.
   
   
3. Notice of cancellation of membership given by the Society may likewise only be done at the end of the financial year.
   The notice of cancellation is given by the Council, in writing and taking into account a period of notice of at least four weeks. Cancellation of membership by the Society may take place only if in fairness and reasonableness it cannot be demanded of the Society that the membership be continued.
   If the cancellation has not been made in time, the membership continues until the end of the next financial year.
   
   
4. Expulsion of a member can be pronounced only if a member acts in contravention of the Articles of Association, regulations, or decisions of the Society, including for example, among other things, not paying or not paying on time the annual contribution, despite a payment reminder, or when the member acts to the detriment of the Society in an unreasonable manner.
   The expulsion is carried out by the Council, who informs the member as soon as possible of the decision, with the reasons being stated. The person concerned is authorized to appeal to the General Meeting, within one month of receiving the notice of expulsion.
   During the period of appeal, and with the appeal pending, the member is suspended. The General Meeting may effect an expulsion only by means of resolution to that effect, taken by a majority of at least two-thirds of the number of votes cast.
   
   
5. The Council may suspend for a period to be determined by the Council, up to a maximum of six (6) months, a member who acts in contravention of the Articles of Association, regulations, or decisions of the Society or acts in an unreasonable way to the detriment of the Society. It is possible to appeal against the suspension to the General Meeting. The stipulations concerning an ?appeal? as set out in clause 4 apply equally in this case.
   
   
6. When the membership is terminated in the course of the financial year, payment of the annual contribution for the entire year nevertheless applies. 

MEMBERSHIP COMMITTEE

Article 7

There is a membership committee composed of three ordinary or emeritus members. The task of the membership committee is composed of:

a. the search for suitable candidates to be proposed for membership to the Council, in categories other than ordinary members.

b. advising the Council on questions concerning applications or renewed requests for ordinary membership, etc.
The term of office of members of the membership committee is three years and members may be reappointed for one term.

FINANCIAL MEANS

Article 8

1. The financial means of the Society are composed of the annual contributions of the ordinary members, testamentary dispositions, bequests, gifts and other income.
   
   
2. Each ordinary member is charged an annual sum, composed of a membership contribution for the Society itself and a subscription charge for the official journal of the Society. 
   
   
3. The annual membership contribution for all categories of members is determined by the Council and approved by the General Meeting.
   The membership contribution applies from the beginning of the next financial year, for a period of three years.
   
   
4. The annual subscription charge is to be determined each year by the Council up to an amount, which is as close as possible to the subscription price agreed with the publisher of the official journal of the Society.
   
   
5. Honorary members are exempt from all financial contributions.
   
   
6. Emeritus members and associate members are exempt only from the membership contribution.
   
   
7. The subscription charge can be claimed separately from the membership contribution in circumstances to be determined by the Council.
   
   
8. Financial obligations for associate members can be determined by the Council if it has reason for such. A decision on exemption from payment in extraordinary circumstances is taken by the President and subsequently ratified by Council.
   
   
9. The invoices for membership contributions and subscription charges for the official journal of the Society are sent by the Treasurer at the beginning of each financial year.
   
   
10. If a member has not complied with his financial obligations before the first of July of the current year, he shall no longer receive the official journal of the Society until the payment has been made. 

  
COUNCIL AND EXECUTIVE BOARD

Article 9

1. The Council is composed of at least three and at most eleven individual persons. The following administrative functions exist: President, Vice-President, Past President, Secretary, and Treasurer. Other persons are ordinary Council members. The Council may take a decision to have the functions of Secretary and Treasurer combined and carried out by one person.
   If a President resigns, if he has been in office at least two years, he becomes automatically the Past President and will fulfill this function until a new Past President comes into office.
   
   
2. The Council members are elected by the General Meeting from the members of the society. The Council determines the number of Council members. The Council members with the aforementioned functions form the Executive Board.
   
   
3. A Council member can, even if he is elected for a limited period, be suspended or dismissed by the General Meeting with the reasons for this being stated. In cases of suspension or dismissal, the General Meeting must pass such a resolution with a majority of two-thirds of the votes cast.
   
   
4. If after a suspension of a Council member, the General Meeting has not taken a decision to dismiss him/her within three months of the date of suspension, the suspension is terminated. The suspended Council member is given the opportunity to defend him/herself before the General Meeting and may be supported in this by an advisor.
   
   
5. Council members are elected for a period of 3 years with the possibility of a single reelection for three years. An exception is possible for the Secretary and the Treasurer who can be reelected twice by the General Meeting for the sake of continuity and reasons of cost. One year is understood in this context as the period between two successive Annual General Meetings.
   
   
6. In order to guarantee continuity in the Council, the Council draws up a roster in such a way that there is an overlap in the periods of office of the President, Secretary, and other members of the Council. At least one third but no more than two thirds of the Council is to be renewed at the end of each period of office. A Council member who is leaving office according to the roster may be immediately reelected, taking into account the stipulations under 5.
   
   
7. If an interim vacancy occurs in the Council, the President together with the chairman of the nomination committee, may consider to appoint an ordinary member for the rest of the period.
   
   
8. If an ordinary member of the Council is elected to one of the functions, he may be reelected once or twice on the condition that he does not serve more than three consecutive periods as an ordinary Council member and/or Council officer.
   
   
9. Open vacancies are to be filled as soon as possible. A Council which is not complete in number continues to be authorized to administer.

Article 10

1. The Council is charged with the administration of the Society. The Council can, until further notice, delegate tasks and authority to the Executive Board.
   
   
2. Subject to the stipulations in clause 3 of this Article, the Council is co-authorized to take decisions concerning agreements to acquire, dispose of, or encumber register-bound goods and to enter into agreements in which the Society engages itself as a securitor or main joint debtor, answers for a third party, or provides security for the debt of another party.
   
   
3. The Council needs the approval of the General Meeting for decisions concerning engagements, described above in clause 2.
   Without the aforementioned approval, the Society cannot be considered to be legally represented in such legal acts.

Article 11

1. Representation is understood as legal acts engaged in by the Council which have consequences concerning external legal acts.
   
   
2. The Council represents the Society.
   
   
3. The authority to represent is vested also in the President together with the Secretary or the Treasurer or, as the case may be, the Secretary together with the Treasurer. In the case that the office of Secretary and Treasurer are both held by one person, the President together with this person is authorized to represent the Society.
   
   
4. The Treasurer is independently authorized to represent the Society in respect of legal acts, which do not exceed the limit of three thousand US$ ($3,000.00).
   
   
5. The Council can grant power of attorney to one or more Council members as well as to other persons, in order to represent the Society within the limits of that power of attorney,

  
ADVISORY MEMBERS

Article 12

1. The Council has advisory members who are also members of the Society. An advisory member represents an individual country or group of countries or a region. The task of the advisory members is to keep the Council up to date on the opinions of ISNS members in their country/region and the efforts to promote the objectives of the ISNS in their country/region. Advisory members are expected to attend the meetings of the Council as often as possible.
   
   
2. The Council recognizes a person as an advisory member after receipt of the request for such from the relevant national/regional representation; if a national/regional representation does not exist the Council may invite an individual person to be the advisory member.
   
   
3. Advisory members are expected to serve for one term of office of a maximum of three years, but they may be reelected for one extra period of three years.

NOMINATION AND ELECTION OF COUNCIL MEMBERS IN OFFICE

Article 13

1. There is a nomination committee composed of five ordinary members, preferably from different parts of the world.
   The nomination committee is chaired by a member of the Council, who is appointed to this post by the President and who does not hold any office.
   
   
2. Members of the nomination committee are appointed for one period of three years, but they may be reappointed for one extra period of three years.
   
   
3. The nomination committee meets at least six months before the next General Meeting and, after consulting with the membership, draws up a nomination list of members for the expected vacancies on the Council and the audit committee (see Art.18), with an attempt being made to have continuity of representation from the various parts of the world.
   
   
4. If a vote is necessary, the Secretary sends a voting paper, with the names of the nominated members of the Society, to each member of the Society at least three months before the General Meeting. On this voting paper, it is stated that the members of the Society may vote by dispatching the voting papers by post to the Secretary, before the General Meeting.
   
   
5. The President appoints two members of the Council as the voting committee which checks and counts the voting papers and gives a verbal report at the General Meeting.

 

MEETINGS OF THE COUNCIL AND THE EXECUTIVE BOARD

Article 14

1. The Council meets at least once a year, either in person or by means of a telephone conference or an electronic exchange of data. The Council meets at least once every three years during the international symposium of the society. Additional meetings can be called by the President or by three members of the Council.
   
   
2. Four members of the Council, at least one of whom is an officer and at least one is not an officer, form a quorum for each meeting of the Council.
   
   
3. Notice of a meeting of the Council is sent at least one month before the date of the meeting to the members of the Council. This notice must contain the place and time of the meeting and the agenda.
   
   
4. The President heads the meeting of the Council. In the case of absence of both the President and Vice-President, the meeting shall be chaired by one of the officers present.
   
   
5. The minutes of each meeting of the Council are drawn up and filed by the Secretary or, in the case of absence of the Secretary, by a member of the Council appointed for this purpose by the President. A draft version of the minutes is sent to all members of the Council within three months. The minutes are discussed and approved at the next meeting.
   
   
6. The Executive Board meets as often as is considered necessary. The President reports each activity of the Executive Board to the Council for subsequent approval.

 

THE GENERAL MEETING

Article 15

The Council is authorized to call a General Meeting and to set a place and time for the meeting.

Article 16

1. Admittance to the General Meeting is for those members who have not been suspended, as well as those people invited to attend by the Council and/or General Meeting.
   A suspended member has access to the meeting in which the decision to suspend him is being considered and he/she is permitted to speak on that point.
   
   
2. Persons authorized to vote in the General Meeting are the aforementioned members. Each member has one vote. Anyone who is entitled to vote may grant written proxy to another person who is entitled to vote that this person votes on behalf of him/her. If for decision making a certain number of members is needed to be present or represented at the meeting, the proxy votes are included in determining the number.
   
   
3. A unanimous decision of all those who are entitled to vote at the General Meeting, even if they are not actually meeting, has the same force as a decision taken by the General Meeting, as long as this is done with the prior knowledge of the Council.
   4.The President determines in which way the voting takes place in the General Meeting.
   
   
4. Decisions can be taken only if five percent (5%) of the members are present or represented. If this is not complied with, a second meeting can be held within three months. In this second meeting - irrespective of the number of members present or represented - decisions can be taken on the topics as if in the first meeting.
   
   
5. All decisions, unless a larger majority is stipulated by Law or elsewhere in these Articles of Association, are taken by an absolute majority of the votes cast. In the case of a tie on material matters, the proposal is rejected. A tie on the election of persons is decided by lot. If, in the case of the election of more than two persons, nobody has the absolute majority, a new election is held between the two persons who have the largest number of votes, if necessary after an interim vote.

Article 17

1. The General Meeting is chaired by the President or in the case of his absence, by the Vice-President.
   In the absence of both the President and Vice-President, the meeting shall be chaired by a person selected by the meeting.
   
   
2. The opinion expressed by the President of the General Meeting concerning the results of the voting is decisive.
   The same applies to the content of a decision taken, insofar as the vote concerns a proposal, which has not been recorded in writing.
   If, however, immediately after the President has expressed his/her opinion, the validity of this is contested, then a new vote takes place in the case that the majority of the meeting so wishes, or, if the original vote has not taken place by poll or in writing and a member entitled to vote so wishes.
   The legal consequences of the original vote are cancelled by this new vote.
   
   
3. Minutes are made of the matters dealt with at the General Meeting either by the Secretary or by another person appointed for this purpose by the President.
   These minutes are approved in the same meeting or at the subsequent meeting and are then signed by the President and the Secretary of the meeting.

Article 18

1. The Treasurer complies with the legal obligations of the country in which the Society is registered concerning the manner of keeping accounts, drawing up annual reports and having an audit made. In addition, the Treasurer complies with the legal obligations of the country in which he is resident.
   
   
2. The financial year of the Society is the same as the calendar year.
   Each year, at least one General Meeting is held and this is within six months of the termination of the financial year, unless the General Meeting has extended this period. In this General Meeting, the Council presents its annual report on the affairs of the Society and on the policy conducted. The Council submits the balance sheet and the statement of revenue and expenditure for approval to the meeting.
   These accounts are signed by the Council members; if the signature of one of these is omitted, this is mentioned with the reasons being stated.
   
   
3. Each year, the General Meeting appoints an audit committee - which includes at least two persons who are not Council members - for auditing the accounts. In the case that no audit is appointed, a statement has to be presented by the Council of a qualified and Registered Accountant concerning the faithful representation of the facts.
   
   
4. The Council submits the documents stipulated in clause 1 to the audit committee at least one month before the day on which the General Meeting, which will handle these accounts, is to be held.
   The audit committee examines these accounts and reports its findings to the General Meeting.
   
   
5. The Council is obliged to provide to the audit committee all information requested for its examination of the accounts, if necessary to demonstrate the funds in hand and the securities, and to grant perusal of the books and documents of the Society.
   
   
6. If this examination should, according to the audit committee, require special accounting expertise, the audit committee may then engage the services of an expert to assist them at the cost of the Society.

Article 19

1. In addition to the General Meeting as stipulated in the preceding Article, General Meetings can be called by the Council as often as it considers necessary.
   
   
2. On the written request of at least the number of members entitled to cast one tenth of the votes at a plenary General Meeting, the Council is obliged to convene a General Meeting no later than four weeks after the submission of the request.
   If the request has not been heeded within fourteen days, the applicants themselves can decide to convene a General Meeting. The applicants can, in that case, appoint persons other than Council members to chair the meeting and to draw up the minutes.
   
   
3. The convening of the General Meeting takes place by means of a written communication sent to members entitled to vote and is sent at least four weeks before the date of the meeting.
   An agenda of items to be dealt with at the meeting is included.
   
   
4. If there has not been a written communication convening the General Meeting, the General Meeting can nevertheless take legally binding decisions, as long as at least there is present such a number of members entitled to vote as are entitled to cast half the number of votes which can be cast at a plenary General Meeting, and no-one of these entitled to vote, nor the Council, opposes this decision making.
   If the convening of the General Meeting takes place in less time than the stipulated period, the General Meeting can nevertheless take legally binding decisions, unless such a number of those present as are entitled to vote at that meeting oppose this with one tenth of the votes cast.
   The stipulation in the first sentence of this clause applies equally to decision making by the General Meetings concerning topics, which are not mentioned on the agenda.

 

STANDING COMMITTEES AND AD HOC COMMITTEES

Article 20

1. The Society has, at least, the following standing committees: a nomination committee, a membership committee, an audit committee, a publications committee and a symposium committee. The Council may set up additional standing committees in case of need.
   
   
2. A standing committee is set up by the Council which also takes decisions concerning the designation of a chairman and the composition of the committee as well as the objectives and terms of reference of the committee in so far as these are not already stipulated in these Articles of Association.
   
   
3. Ad hoc committees may be set up by the Executive Board which also takes decisions concerning the designation of a chairman and the composition of the committee as well as the objectives and terms of reference of the committee.
   
   
4. Each ad hoc committee submits for approval all its plans for activities to the Council.
   
   
5. Each standing committee and ad hoc committee submits an annual report of its activities for approval by the Council.
   
   
6. The Executive Board may invite the chairman of each standing committee and ad hoc committee to attend meetings of the Council.

 

PUBLICATIONS

Article 21

1. The Society publishes matters, which are connected with its objectives.
   
   
2. The Society publishes either itself or in combination with others an official journal of the Society. Every effort will be made to have this official journal of the Society registered in library overview systems.
   
   
3. The official journal of the Society comprises publications and information assessed by experts, for members of the Society. The Chief Editor(s) and the members of the editorial board of the official journal of the Society will be encouraged to become ordinary members of the Society.
   
   
4. There is a publication committee, which has the aim of assessing material for publication, and which serves as a link between the Society and the Chief Editor(s) of the journal. The publication committee is chaired by the Chief Editor or one of the Senior Editors of the journal.

 

INTERNATIONAL SYMPOSIUM

Article 22

1. The Society will organize usually every three years an international symposium at locations across the world. Offers of groups interested in organizing an international symposium are to be submitted to the Council at least five years before the set date.
   
   
2. The international symposium is open to all members and anyone else who is interested in the objectives of the Society.
   
   
3. There is a symposium committee, set up three years preceding the symposium. The symposium committee is to be chaired by the chairman of the local organization committee.

 

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article 23

1. Amendments to the Articles of Association can be made only by a decision of a General Meeting, if notice is given at the time of announcement of the meeting that amendments to the Articles of Association will be proposed.
   
   
2. Whoever has convened the General Meeting in order to deal with a proposal to amend the Articles of Association must place a copy of the proposal in which the proposed wording is literally included, at least four weeks before the day of the meeting, at a location suitable for the members to take perusal of it, until the end of the day on which the meeting is held.
   
   
3. Amendments to the Articles of Association can be decided on by the General Meeting only by a majority of at least two-thirds of the number of votes cast.
   
   
4. The amendments to the Articles of Association come into force only after a notarial deed to this effect has been drawn up in the Netherlands.
   Any one of the Council members is authorized to have this deed of amendments to the Articles of Association passed.
   
   
5. The stipulations in clauses 1 and 2 of this Article do not apply in the case that at the General Meeting all those entitled to vote are present or represented and the decision to amend the Articles of Association is passed by a unanimous vote.
   
   
6. The Council members are obliged to deposit an authenticated copy of the deed of amendments to the Articles of Association and a complete running text of the Articles of Association, including all amendments, at the offices of the Register of Associations kept at the Chamber of Commerce in the Netherlands.
   

 

LIQUIDATION AND SETTLEMENT

Article 24

1. The stipulations of Article 23 1,2,3, and 5 are equally applicable to a decision of the General Meeting to liquidate the Society.
   
   
2. The General Meeting determines in the decision as intended in the above clause the destination of any net proceeds, such to be as far as possible in line with the objectives of the Society. In the case that any assets remain after the settlement of all debts and claims for damages this shall not be paid out to or divided among the members but shall be donated or transferred to another institute or organization with aims which are the same or similar to those of the Society, such to be determined by the General Meeting. If this cannot be complied with, the assets shall be donated to a charitable institution.
   
   
3. The settlement will be carried out by the Council.
   
   
4. After liquidation, the Society shall continue to exist for as long as this is necessary for the settlement of its assets. During the settlement, the stipulations of the Articles of Association remain as much as possible in force.
   In any documents and notifications made by the Society, it must be added to its name 'in liquidation'.
   
   
5. The Society shall cease to exist at the moment that any assets known to it or, as the case may be, to its liquidator(s) are no longer present. The liquidator(s) shall report this termination in the register stipulated in Article 17, clause 6.
   
   
6. The books and documents of the liquidated Society are kept for a period of ten years after the liquidation is completed. The depositary is he who has been appointed as such by the liquidator.

 

BYLAWS

Article 25

1. The General Meeting may regulate in bylaws those matters which are not at all, or not fully, provided for in these Articles of Association.
   
   
2. Bylaws may not contain any stipulations which are incompatible with the Laws of the Netherlands or with these Articles of Association.
   
   
3. The stipulations in Article 23 clauses 1,2, and 5 are equally applicable to resolutions to determine or amend bylaws.

 

FINAL PROVISIONS

To the extent to which mention is made in these Articles of Association of committees which do not exist at the moment or, as the case may be, have not yet be set up, the authorizations and tasks of the relevant committees are considered to be carried out by the Council.

For the first time, the following members of the Council have been elected:
- Dr. Bridget Wilcken-Buchanan as president
- Prof. Jean Louis Dhondt as vice-president
- Dr. Bradford Therrell as past-president
- Dr. Jan Gerard Loeber as secretary-treasurer
- Dr. Alicia Aznarez as member
- Dr. William Harry Hannon as member
- Dr. Tak Sum Lam as member
- Dr. Toni Torresani as member.