(effective from June 1, 2016)
ARTICLES OF ASSOCIATION;
NAME AND REGISTERED OFFICES
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.
The society promotes the implementation of appropriate screening practices for neonatal and infant sicknesses and disorders, world-wide.
The society is established for an undetermined period.
1. The society has ordinary members, honorary members, retired 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 retired members as well as the associate members, unless expressly stated otherwise or clearly intended otherwise. Under Dutch law only ordinary members are considered to be members of the association.
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 Membership 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 Membership Meeting, and who have accepted their election. Honorary members have voting rights.
4. Ordinary members who reach pension-entitlement age or the age of 65 can request to be considered by the Council as retired member of the Society. Retired members have no voting rights.
5. The Council can consider nominations for associate membership. The rights and duties of associate members are determined by the Council.
Membership is personal and therefore not subject to conveyance or transfer.
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 dismissal.
2. The resignation of the membership by the member can take place at any time, with the proviso that it is in writing and takes into account a period of notice of at least four weeks.
In addition to 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.
3. Notice of cancellation of membership given by the Society may 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.
4. Dismissal 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 the annual contribution, despite payment reminders, or when the member acts in an unreasonable manner to the detriment of the Society.
The dismissal 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 authorised to appeal to the General Membership Meeting, within one month of receiving the notice of dismissal.
During the period of appeal, and with the appeal pending, the member is suspended. The General Membership Meeting may enact an dismissal 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. The member can appeal the suspension to the General Membership 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.
1. The financial means of the Society are composed of the annual dues of the ordinary members, testamentary dispositions, bequests, gifts and other income.
2. Each ordinary member is charged an annual sum, composed of membership dues for the Society itself.
3. The annual membership dues are determined by the Council and approved by the General Membership Meeting.
The membership dues are fixed for a period of three years and apply from the beginning of the next financial year.
4. Honorary members are exempt from all dues.
5 Retired members are exempt from all dues.
6 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.
COUNCIL AND EXECUTIVE BOARD
1. The Council is composed of at least three persons. The following administrative functions exist and make up the Executive Board: 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 Vice-President, Secretary and Treasurer combined and carried out by one or two persons.
If a President resigns, if he has been in office at least two years, he can remain ordinary member of Council for the remainder of the term, if he so wishes.
2. The number of Council members is stated in the Bylaws. The Council members are elected by the General Membership Meeting from ordinary members of the society.
3. A Council member can, even if he is elected for a limited period, be suspended or dismissed by the General Membership Meeting with the reasons for this being stated. In cases of suspension or dismissal, the General Membership 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 Membership 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 Membership 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 multiple re-elections. The (re-)election procedure is stipulated in the Bylaws.
6 Open vacancies are to be filled as soon as possible. A Council which is not complete in number continues to function.
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-authorised 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 Membership Meeting for decisions concerning engagements to acquire, dispose of, or encumber register-bound goods, described above in clause 2.
Without the aforementioned approval, the Society cannot be considered to be legally represented in such legal acts.
1. The Council represents the Society.
2. 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 authorised to represent the Society.
3. 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.
MEETINGS OF THE COUNCIL AND THE EXECUTIVE BOARD
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. 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 member of the Executive Board and at least one is not a member of the Executive Board, 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 chairs 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 GENERAL MEMBERSHIP MEETING
The Council is authorised to call a General Membership Meeting and to set a place and time for the meeting.
1. Admittance to the General Membership Meeting is for those members who have not been suspended, as well as those people invited to attend by the Council and/or General Membership 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 his/her behalf.
2. Persons authorised to vote in the General Membership Meeting are the aforementioned members. Each member has one vote. Anyone who is entitled to vote can express his voting rights by electronic means. Anyone who is entitled to vote may grant written proxy to another person who is entitled to vote and 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 Membership Meeting, even if they are not actually meeting, has the same force as a decision taken by the General Membership 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 Membership Meeting.
5. Decisions can be taken only if five percent (5%) of the ordinary 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.
6. 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 received the absolute majority of the votes, a new election is held between the two persons who have the largest number of votes, if necessary after an interim vote.
1. The General Membership 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 (denoted as acting President).
2. The opinion expressed by the (acting) President of the General Membership 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 (acting) 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 Membership Meeting either by the Secretary or by another person appointed for this purpose by the (acting) President.
These minutes are approved in the same meeting or at the subsequent meeting and are then signed by the (acting) President and the Secretary of the meeting.
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 Membership Meeting is held and this is within six months of the termination of the financial year, unless the General Membership Meeting has extended this period. In this General Membership Meeting, the Council presents its annual report on the affairs of the Society and on the policy conducted. The Council submits the annotated balance sheet and statement of revenue and expenditure for approval to the meeting.
These accounts are signed by the Council members; if the signature or the electronic approval of one or more of these are omitted, this is mentioned with the reasons being stated.
3. Each year, the General Membership Meeting appoints a financial audit committee – which includes at least two persons who are not Council members – for auditing the accounts. In the case that no audit committee is appointed, a statement has to be presented by the Council of a qualified and Registered Accountant concerning the faithful representation of the financial administration.
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 Membership Meeting, which will handle these accounts, is to be held.
The audit committee examines these accounts and reports its findings to the General Membership 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.
1. In addition to the General Membership Meeting as stipulated in the preceding Article, General Membership 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 Membership Meeting, the Council is obliged to convene a General Membership 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 Membership 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 Membership 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 Membership Meeting, the General Membership 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 Membership Meeting, and no-one of these entitled to vote, nor the Council, opposes this decision making.
If the convening of the General Membership Meeting takes place in less time than the stipulated period, the General Membership 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 Membership Meetings concerning topics, which are not mentioned on the agenda.
AMENDMENTS TO THE ARTICLES OF ASSOCIATION
1. Amendments to the Articles of Association can be made only by a decision of a General Membership 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 Membership 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 Membership 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 or nominated representative is authorised 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 Membership 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 or nominated representative 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 Trade Register kept at the Chamber of Commerce in the Netherlands.
LIQUIDATION AND SETTLEMENT
1. The stipulations of Article 17 clauses 1,2,3, and 5 are equally applicable to a decision of the General Membership Meeting to liquidate the Society.
2. The General Membership 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 organisation with aims which are the same or similar to those of the Society, such to be determined by the General Membership 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 Trade 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.
1. The General Membership 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 17 clauses 1,2, and 5 are equally applicable to resolutions to determine or amend bylaws.
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 authorisations and tasks of the relevant committees are considered to be carried out by the Council.
1. The Society intends to achieve its objectives by:
a. developing, co-ordinating 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 programmes, methods and protocols.
2. Every 3 years the Society issues a strategic plan to accommodate these objectives and its application in practice.
The Society recognises the following five geographical Regions. Refer to the ISNS website for country list by Region:
– North America
– Latin America
– Middle East/Africa temporarily including subSaharan Africa
COUNCIL AND EXECUTIVE BOARD
1. The Council and Executive Board is composed of a maximum of twelve persons: President, Past-President plus ten persons, two each representing the five geographical Regions from Article 2.
2. The Executive Board is made up of the President, Vice- President, Past President, Secretary and Treasurer. They are indicated as “officers”. Two of three of the offices of
Vice-President, Secretary, and Treasurer may be performed by one person.
3. The geographic regions of President and Past President are not counted in the Council representation.
4. Council members are elected by the general membership for a period of 3 years.
One year is understood in this context as the period between two successive (de facto or virtual) Annual General Membership Meetings.
5. One Council Member position from each Region is renewed when Council elections take place, usually every three years. The Council Member can stand for re-election and the maximum tenure is two terms of three-years.
6. If a Council member leaves office before the end of his/her term, the seat is open for by-election.
7. The position of President is elected every three years by the ISNS Membership. The incumbent President may stand for re-election, if eligible. Any ISNS Member can be
elected President. Council Members are also eligible. The total maximum length of the President’s tenure is two terms of three years. At the end of the President’s term, he/she assumes the role of Past President.
8. The positions of Vice-President, Secretary, and Treasurer are elected from those in Council by the Council Members.
NOMINATION AND ELECTION OF COUNCIL MEMBERS IN OFFICE
1. 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 and can recruit additional members as necessary. Members of the Nominations Committee (minimum of 3, including the Chair) are approved by the Council for one period of three years.
2. The Nominations Committee invites nominations from the Membership at least six months before the next General Membership Meeting. The Committee draws up the nomination list of Members for the expected vacancies on the Council. The nomination process is open for one month. The Nominations Chairman gives nominees two weeks to accept or decline the nomination. Nominees provide the Nominations Chairman with a 200 word biosketch within two weeks of accepting the nomination. Nominees are also advised of the opportunity to stand for a second term of three years if they are elected.
4. Each Member of the Society will receive an electronic ballot, with the names and biographies of the members nominated for the Council, from the ISNS Office Manager at least three months before the General Membership Meeting. Members of the Society may vote by email and send their ballot to the ISNS Office Manager. Members have one month to return their electronic ballot.
5. The President appoints two members of the Council, who are not being re-elected, as the Voting Committee. The Voting Committee checks and counts the ballots, reports the outcome to Council, and gives a verbal report at the General Membership Meeting.
ADVISORY MEMBERS OF COUNCIL
1. The Council may have advisory members who are also members of the Society, e.g. the
Chair of the local organising committee of the next ISNS international and/or regional meetings, and representatives of other professional societies.
2. The President may invite an individual person to become an advisory member of Council for a specific topic for a period of not more than three years with the possibility of one extension of three years.
STANDING COMMITTEES AND AD HOC COMMITTEES
1. The Society has standing committees and ad hoc committees. Refer to the ISNS website for a current listing of committees.
2. The Council specifies the objectives and terms of reference of the standing committees in so far as these are not already stipulated in these Articles of Association. Council calls for nominations for standing committees from the membership via a newsletter. Council decides the designation of a Chairman and the composition of the committee.
3. Ad hoc committees may be set up by the Executive Board which also makes 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. Committees submit plans for activities and a proposed budget to the Council for approval.
5. Standing and ad hoc committees submit annual reports of activities to the Council for approval. Reports are then included on the website for members to view.
6. The Executive Board may invite the chairman of each standing committee and ad hoc committee to attend meetings of the Council.
7. Council can disband a committee determined to have completed its mission or that has not performed its prescribed function.
8. The ISNS sponsors the International Journal of Neonatal Screening. The Editor-in-Chief is a Member of ISNS.
1. The Society organises approximately every three years an international symposium at locations across the world; ideally the symposium will coincide with one of the regional screening meetings and preferably in varying regions. A detailed proposal, including budget, is required for any prospective meeting host, to be submitted prior to the international symposium preceding the symposium being proposed. The proposal is reviewed and accepted or rejected by the Council. The host and location is announced at the international symposium preceding the proposed symposium.
2. The Society signs a contract with the organising committee of the regional meeting in which mutual responsibilities concerning scientific content and finances are detailed.
3. A symposium committee oversees the scientific content of the symposium. The symposium committee is chaired by the chairman of the local organisation committee.
1. The Society has established 2 awards that are available annually to society members.
2. The awards are called the Guthrie Award and the Dussault Medal, respectively.
3. Details about the eligibility and procedure for nomination of candidates for each award are available on the Society’s website
1. The Society may issue travel grants for members to facilitate participation in neonatal screening meetings that are organised under the aegis of the Society.
2. In exceptional cases, travel grants are available for Council members to facilitate attending Council meetings.
3. Details about the procedure of application for these travel grants are available on the Society’s website.
1. The Society can have a (semi-)permanent Office managed by an individual appointed by the Council and who is a member of the Society. The function is called “ISNS Office manager”. The appointment is for one year and can be renewed annually. By agreement between the Council and the Office manager, this appointment can be terminated at any time.
2. The Council will instruct the ISNS Office Manager to perform tasks to maintain ISNS records that may include but not be limited to:
– keeping the membership directory up to date
– keeping the financial accounts up to date
– sending out notices to the membership
– preparing newsletters
– taking care of the Society’s website with direction from the designated webmaster
3. The ISNS Office manager participates in meetings of the Executive Board and Council as an observer
4. The ISNS Office manager will receive financial compensation from the ISNS Treasury for any costs for running the Office such as printing costs, telephone costs, mailing costs, mileage within the country of residence. The ISNS Office manager will keep receipts of these expenses and submit them for approval by the Treasurer.
5. The ISNS Office manager will not receive any compensation salary. The President may decide to allow the ISNS Office manager to travel annually to one or more neonatal screening meetings at the expense of ISNS.
1. The Treasurer is independently authorised to represent the Society in respect of legal acts, which do not exceed the limit of three thousand EUR (€3000).
2. The ISNS Office Manager is independently authorised to represent the Society in respect of legal acts which do not exceed the limit of five hundred EUR (€500) with retrospective approval of the Council.