ESNR / About ESNR / Statutes and Organizational Rules / Constitution
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STATUTES

European Society of Neuroradiology –

Diagnostic and Interventional

September 18th, 2016

I General Provisions

Art. 1 Name and Legal Status

  1. Pursuant to Art. 60 et seq. of the Swiss Civil Code an international, politically and religiously impartial, non-profit association exists under the name of European Society of Neuroradiology - Diagnostic and Interventional (hereinafter the “Association” or “ESNR”).
  2. The legal domicile of the Association is in Zurich, Switzerland.
  3. The Association may have offices in other locations and in other countries.

Art. 2 Purpose

  1. The purpose of ESNR is:
    • a. to promote the specialty of clinical neuroradiology in all its aspects, including diagnostic, interventional, head & neck, paediatric and spine neuroradiology
    • b. to bring forward the methods of research and treatment of the relevant specialties in order to promote public health;
    • c. to coordinate work in all documents concerning neuroradiology and ensure adequate circulation throughout Europe and beyond as required as well as to inform publicly;
    • d. to coordinate relations between neuroradiology and general radiology and with the clinical specialties devoted to the nervous system;
    • e. to promote development of appropriate methods of teaching neuroradiology and to ensure that standards of training and (if appropriate) certification in neuroradiology are maintained;
    • f. to promote the formation of European national societies of neuroradiology and to coordinate relations between them; and
    • g. to promote relationships with neuroradiological societies outside Europe.

ESNR is an altruistic non-profit society and does not follow any commercial purposes.

Art. 3 Instruments

  1. In order to achieve its objectives the Association shall in particular:
    • a. hold the Annual Scientific Meeting, which may be cancelled in years when the Symposium Neuroradiologicum is held in Europe;
    • b. organize educational courses in neuroradiology;
    • c. organize any other meetings and promote its purposes;
    • d. award prizes or make scientific awards for work aimed at these purposes; and
    • e. promote the publication of an official journal and other appropriate documents.
  2. The Association shall be empowered to engage in such other and further means as may be necessary and proper to accomplish its objectives and purposes.

II Membership

A Categories

Art. 4 Full Members

The Full Membership is open to professional neuroradiologists and radiologists.

Art. 5 Institutional Members

  1. The Institutional Membership is open to national or other neuroradiological societies or in their absence the corresponding sections of neuroradiology within national societies of radiology.
  2. National or other neuroradiological societies shall be represented within ESNR through the Institutional Membership.
  3. The president or a delegate of the president of the national or neuroradiological society being admitted as Institutional Member shall act as the relevant Institutional Member’s representative within ESNR.

Art. 6 Associate Members

The Associate Membership is open to any individual who is not eligible for Full or Junior Membership.

Art. 7 Junior Members

The Junior Membership is open to doctors in training to become neuroradiologists or radiologists and is limited to a maximum period of three years. Thereafter, the relevant individuals are expected to apply for Full Membership.

Art. 8 Honorary Members

The Honorary Membership is conferred by the Executive Committee to individuals who are judged to have made outstanding contributions to neuroradiology.

Art. 9 Emeritus Members

  1. The Emeritus Membership is open to neuroradiology professionals who are no longer active in practice.
  2. Full and Associate Members retiring from practice may apply for modification of their membership status to Emeritus Membership.

Art. 10 Corporate Members

  1. The Corporate Membership is open to any company, institution or organization interested in a closer collaboration with the Association.
  2. Corporate Members are represented within ESNR by two delegates that shall be designated by the relevant Corporate Member.

B Rights and Duties

Art. 11 Participation, Information and Voting Rights

  1. Members, including individuals acting as representatives of Institutional or Corporate Members, shall be entitled to attend the General Assembly.
  2. Voting in the General Assembly, including internet voting via the ESNR website as provided, shall be reserved to Full and Honorary Members only.
  3. Institutional Members shall be entitled to participate and vote in the Institutional Council through their representatives.
  4. Full, Associate, Junior, Honorary and Emeritus Members shall be entitled to attend the ESNR’s scientific meetings and educational events at reduced registration fees.
  5. Meetings of ESNR’s official legal bodies, Committees and the Institutional Council shall be reserved to members of the respective bodies or other individuals upon consultation.
  6. The ESNR official journal shall be made available:
    • a. to Full and Associate Members through distribution of a printed copy (included within membership fee);
    • b. to Junior Members through online access to the electronic form (included within membership fee); and
    • c. to Honorary and Emeritus Members through online access or - upon payment of the relevant subscription fee - through distribution of the printed copy.

Art. 12 Offices and Committees

  1. Only Full Members shall be entitled to hold an office (Executive Committee) and to serve as chairperson or member of one of the Committees.

  2. Applications to hold an office shall be processed according to Art. 31 paragraph 5 of the Statutes. Full Members willing to serve as a member of a Committee may inform the President accordingly.

  3. Associate, Junior, Honorary and Emeritus Members shall be eligible to serve as consultants to the Association’s Committees.

Art. 13 Duties

  1. Members shall pay the membership fees in accordance with Art. 53 of the Statutes. In the event of failure by a Member to pay the membership fee in due time, all rights of the relevant Member shall be forfeited until complete payment of outstanding membership fees.
  2. Members shall act in conformity of all relevant provisions of the Statutes.

C Application and Approval

Art. 14 Application

  1. Applications for the ESNR membership shall be submitted via the ESNR website using the provided form.
  2. The Membership Committee examines the applications for membership, approves if the applicant meets the criteria for membership and chooses the appropriate category of membership.
  3. Applications for Institutional Membership shall be sent by regular mail to the Central Office together with the relevant data, articles of association, number and list of members. Such documentation shall be forwarded to the President, the Secretary General and the Treasurer.
  4. Conferment of Honorary Members shall be proposed by the Executive Committee without any formal application.

Art. 15 Pending Membership

  1. Upon payment of the initial membership fee as invoiced by the Treasurer, applicants shall be accepted temporarily, subject to the formal approval by the General Assembly.
  2. Pending members shall be entitled to attend ESNR’s scientific meetings and educational events at the reduced registration fee. Further, they shall have online access to the ESNR official journal.

Art. 16 Approval

  1. After evaluation of the applications by the Membership Committee the approval of the applicants as new members in the relevant category shall be proposed by the Executive Committee to the next General Assembly.
  2. All applicants shall be presented during the General Assembly and be approved as members in the relevant category through resolution by the General Assembly.
  3. Conferment of the Honorary Membership shall be approved by decision of the Executive Committee.
  4. Approved Honorary Members shall be announced and celebrated during the General Assembly or the Annual Scientific Meeting.

D Termination

Art. 17 Exclusion

Members of the Association may be excluded from membership by decision of the Executive Committee in the event of:

  • a. serious causes, including a material breach of a provision of the Statutes;
  • b. actions that hinder the achievement of the Association’s objectives; and
  • c. failure to pay the membership fees until December 31 of the relevant fiscal year.

Art. 18 Resignation

  1. Members may resign as per the end of the relevant calendar subject to a three months period of notice;
  2. The resignation shall be submitted in written form to the Central Office attention to the Secretary General.

III Association’s Organisation

Art. 19 Association’s Bodies

  1. The official legal bodies of ESNR are:

    • a. the General Assembly (Art. 21 et seq.);

    • b. the Executive Committee (Art. 29 et seq.); and

    • c. the Statutory Auditors (Art. 41 et seq.).

  2. Further, the Association consists of the following institutions to which tasks may be delegated, subject to the supervision of the official legal bodies:

    • a. the Central Office (Art. 44 et seq.);

    • b. the Institutional Council (Art. 46 et seq.); and

    • c. the Standing Committees (Art. 48 et seq.).

  3. The Executive Committee shall be entitled to build Ad-hoc Committees and set-up Advisory Boards for special purposes as may be reasonably required, subject to the provisions of the Statutes and the Organisational Rules.

Art. 20 Organisational Rules

  1. Subject to the provisions of the Statutes, the Association’s organisation may be specified within Organisational Rules that shall be passed and amended by decision of the Executive Committee.
  2. Subject to the provisions of the Statutes, tasks, the preparation and implementation of resolutions may be delegated to the Committees and other special institutions within ESNR through the Organisational Rules.
  3. All amendments to the Organisational Rules shall be notified to the members. The Organisational Rules as in force shall be published on the ESNR website.

IV General Assembly

Art. 21 Constitution

  1. The General Assembly is constituted by all Members of the Association, including representatives of the Institutional and Corporate Members.
  2. Voting rights shall be reserved to Full and Honorary Members.

Art. 22 Duties

  1. The duties of the General Assembly are:
    • a. Approval of the Annual Report and the Statutory Financials;
    • b. Review and approval of the Annual Budget;
    • c. Discharge of the members of the Executive Committee;
    • d. Election of the members of the Executive Committee, except for the Secretary of the Institutional Council;
    • e. Election of the Statutory Auditors;
    • f. Approval of Annual Scientific Meetings, including approval of the president of the Annual Scientific Meeting respectively;
    • g. Approval of new members of the Association;
    • h. Discussion and approval of scholarly and other projects to be implemented by the Association;
    • i. Revision of the Statutes.
  2. Further items may be brought to the agenda of the General Assembly by the Executive Committee for discussion and passing of resolutions.
  3. Problems of common interest may be discussed within the General Assembly.

Art. 23 Convocation

  1. The General Assembly shall be convened by the President upon resolution by the Executive Committee.
  2. Upon written request by one fifth of the members to be sent to the Central Office, the President shall be obliged to convene a General Assembly. The members’ written request shall include the requested agenda items and proposals by the respective members.
  3. No later than thirty days prior to the proposed meeting date the invitation including the agenda, proposals and access to all relevant documents shall be sent to the Members by e-mail or written notice.
  4. Relevant documents shall be made available to the members via the ESNR website or electronic copy.
  5. Invitations and the preparation of necessary documents shall be procured by the Secretary General.
  6. Following the convocation of a General Assembly, one tenth of the members may - by written notice to the attention of the Executive Committee no later than 20 days prior to the proposed meeting date - add further agenda items including the respective proposals.

Art. 24 Ordinary General Assembly

  1. The ordinary General Assembly shall be held annually, if possible in conjunction with the Annual Scientific Meeting.
  2. The Annual Report, the Statutory Financials and the report of the Statutory Auditors shall be made available to the members observing the notification period of thirty days according to Art. 23 paragraph 3 of the Statutes.

Art. 25 Extraordinary General Assembly

  1. Extraordinary General Assemblies may be held at any time, subject to the provisions related to the formal requirements and periods of the convocation.
  2. All matters reserved to the General Assembly may be discussed and resolved within extraordinary General Assemblies, subject to the proper notification of the respective agenda items.

Art. 26 Voting

  1. Full and Honorary Members shall vote at the meeting and – upon resolution of the Executive Committee – by internet voting via the ESNR website. Internet voting shall be open to members with voting rights no later than thirty days prior to the proposed meeting date and shall close .on the day of the meeting.
  2. Resolutions reserved to the General Assembly may be passed by internet voting via the ESNR website without the requirement of a meeting. Internet voting shall be convened in line with the provisions of of Art. 23 of the Statutes. Internet voting shall be open from the date of the invitation and be closed after expiration of a thirty days term.

Art. 27 Quorum

  1. Resolutions of the General Assembly shall be passed by the majority of members with voting rights present at the meeting or by the majority of votes cast by internet voting via the ESNR website.
  2. Special quorums according to other provisions of the Statutes are reserved.

Art. 28 Organization and Minutes

  1. The General Assembly is organized by the Secretary General.
  2. The Secretary General shall assure compliance with formal requirements and act as keeper of the minutes of the General Assembly.

V Executive Committee

A General Provisions

Art. 29 Constitution

  1. The Executive Committee is formed by the following members (the “Officers”):
    • a. the Presidency
      • the President;
      • the Vice President; and
      • the Past President.
    • b. the Secretariat
      • the General Secretary; and
      • the Treasurer.
    • c. the Counselors
      • the Secretary of the Institutional Council;
      • the Chairperson of the Subspecialty Committee, Diagnostic Neuroradiology;
      • The Chairperson of the Subspecialty Committee, Interventional Neuroradiology;
      • The Chairperson of the Subspecialty Committee, Head and Neck Neuroradiology;
      • The Chairperson of the Subspecialty Committee, Paediatric Neuroradiology; and
      • The Chairperson of the Subspecialty Committee, Spine Neuroradiology.
  2. The officers serve on an honorary basis and their compensation is limited to charges and out of pocket expenses incurred in connection with their office. Specific performances beyond the statutory duties by individual officers may be compensated adequately.

Art. 30 Organisation

The Executive Committee shall be authorised to govern its organisation, including meetings, voting and communication, within the Organisational Rules.

Art. 31 Designation and Election

  1. Full Members are eligible for election as Officer of the Association.
  2. The Vice President shall be designated as President after completion of the term in office as Vice President.
  3. The President shall serve as Past President after completion of the term in office as President.
  4. The Vice President, the Secretary General, the Treasurer and the Chairpersons of the Subspecialty Committees shall be elected by the General Assembly.
  5. A Notice of candidature, including the name of the candidate and the names of two other Full Members acting as sponsors, shall be sent in writing to the Central Office to the attention of Secretary General or via the ESNR website no later than three months prior to the proposed date of the General Assembly.
  6. The Secretary General shall consult the Membership Committee to verify that the candidate is a Full Member and in good standing. Thereafter, candidates shall be listed in the invitation to the General Assembly.
  7. The Vice President, the Secretary General, the Treasurer and the Chairpersons of the Subspecialty Committees shall be elected separately by internet voting via the ESNR website with the simple majority of votes cast. Results of the elections shall be announced at the General Assembly.
  8. In the event of a tied voting, the election shall be repeated by secret ballot at the respective General Assembly.
  9. The Secretary of the Institutional Council shall be elected by the National Delegates according to the special provisions related to the Institutional Council.
  10. Newly elected Officers shall take office immediately after the General Assembly.

Art. 32 Term of Office

  1. The President, the Vice President and the Past President shall serve for a two year term. They are not reeligible.
  2. The Secretary General and the Treasurer shall serve for a three year term. They are reeligible three times.
  3. The Secretary of the Institutional Council shall for a two year term. He or she is not reeligible.
  4. The Chairpersons of the Subspecialty Committees shall serve for a three year term. They are reeligible once.
  5. A one year term of office shall be specified as the period between two ordinary General Assemblies.
  6. Officers designated or elected as replacement shall finish the term of their predecessor in office. The replacement shall not be counted with regard to the respective Officer’s maximum term in office if:
    • a. the period of replacement is less than a one year term; or
    • b. upon resolution by the General Assembly.

Art. 33 Replacement of Officers

  1. In the event that the President becomes unable or unwilling to continue in office permanently, the post shall be replaced by the Vice President.
  2. Replacement of the President shall not exceed the period of one year. In such event the Vice President may be approved as President by the General Assembly prior to the completion of the two year term as Vice President. A new Vice President shall be elected thereupon immediately.
  3. In the event that the Past President becomes unable or unwilling to continue in office permanently, the post shall be replaced by the President after termination of the respective Presidents term in office.
  4. In the event of any other Officer becoming unable or unwilling to continue in office permanently, the respective post shall remain vacant and a replacement shall be elected at the next General Assembly.
  5. Temporary substitution of Officers shall be governed by the Executive Committee in its sole discretion.

B Officer’s Duties

Art. 34 Executive Committee

  1. The Executive Committee is responsible for managing and directing the scientific, financial and other activities of the Association as well as the Association’s representation towards third parties.
  2. The Executive Committee shall conduct and pass resolutions:
    • a. as provided by provisions of the Statutes; and
    • b. related to all matters that are not reserved to any other body of the Association by law or by the provisions of the Statutes.
  3. The Executive Committee shall be authorised to delegate all or part of its duties to individual Officers. Preparation and implementation of resolutions may be delegated to Committees and other institutions within ESNR.
  4. Committees and institutions shall be supervised sufficiently by the Executive Committee.
  5. Delegation shall be governed by the Organisational Rules and be subject to the provisions of the Statutes.

Art. 35 The President

  1. The President presides over the Executive Committee and the General Assembly.
  2. The President shall coordinate the supervision of the performance of Committees and other institutions of the Association.
  3. The President shall be responsible to prepare a written report on an annual basis related to the Association’s activities, conduct of business over the past year, the financial condition and a forecast (the “Annual Report”).
  4. The President serves as ex officio president of the Institutional Council.

Art. 36 The Vice President

  1. The Vice President co-operates with the President and performs all duties that may reasonably be assigned by the President.
  2. The Vice President represents the President in the event of absence.

Art. 37 The Past President

The Past President co-operates with the President and performs all duties that may reasonably be assigned by the President.

Art. 38 Secretary General

  1. The Secretary General is in charge of the Central Office in collaboration with the Treasurer.
  2. The Secretary General is responsible for all administrative tasks, including maintenance of proper records related to members and all issues processed by the General Assembly.
  3. The Secretary General shall perform all duties as provided by the Statutes and the Organisational Rules as well as duties that may reasonably be assigned by the President.

Art. 39 Treasurer

  1. The Treasurer assists the Secretary General in supervising the Central Office.
  2. The Treasurer is responsible for all financial issues of the Association as provided by the Statutes and the Organisational Rules, including proper bookkeeping, preparation of the Annual Budget, the Statutory Financials and the coordination with the Statutory Auditors.
  3. The Treasurer shall perform all duties as provided by the Statutes and the Organisational Rules as well as duties that may reasonably be assigned by the President.

Art. 40 Counselors

  1. The Counselors shall perform all duties that may reasonably be assigned by the President.

  2. The Chairpersons of the Subspecialty Committees shall perform duties within their respective committee in accordance with the provisions of the Statutes and the Organisational Rules.

  3. The Secretary of the Institutional Council shall perform duties within the Institutional Council in accordance with the provisions of the Statutes and the Organisational Rules.

VI Statutory Auditors

Art. 41 Principle

The Statutory Financials of the Association for each fiscal year shall be examined by an external auditor (the "Statutory Auditors").

Art. 42 Election

  1. The audit shall be performed by one or more duly capable individuals or legal entities as Statutory Auditors.
  2. Independency and capability of the Statutory Auditors must comply with the relevant provisions of the Swiss Code of Obligations.
  3. The Statutory Auditors shall be elected by the General Assembly for a one year term.

Art. 43 Duties

  1. The Statutory Auditors shall examine the Association’s Statutory Financials as prepared by the Treasurer.
  2. Auditing by the Statutory Auditors shall be performed in close collaboration with the Treasurer and in accordance with the provisions of the Swiss Code of Obligation related to the limited audit.
  3. The Statutory Auditors shall prepare a report to the attention of the General Assembly confirming compliance of the Association’s Statutory Financials with all provisions of the Swiss law and the Statutes.

VII Central Office

Art. 44 Duties

The Central Office shall constitute the main office where the general administrative duties shall be carried out under the direction of the Secretary General and the Treasurer.

Art. 45 Organisation

The relevant address of the Central Office shall be published on the ESNR website. The organisation of the Central Office shall be governed by the Executive Committee and be specified within the Organisational Rules.

VIII Institutional Council

Art. 46 Duties

The Institutional Council shall act as a strategic committee of ESNR, promoting studies and projects for the development of neuroradiology in Europe. It shall improve communication between ESNR, the national societies and the individual members of the ESNR. The International Council may be consulted on any matter of interest to the ESNR.

Art. 47 Constitution and Organisation

The constitution and the organisation of the Institutional Council including meetings, voting and communication shall be governed by the Organisational rules.

IX Standing Committees

Art. 48 List of Standing Committees

  1. The following Technical Committees exist:
    • a. the Rules Committee, being responsible for the interpretation and review of the Statutes;
    • b. the Membership Committee, being responsible for the evaluation of applications by new members
  2. The following Scientific Committees exist:
    • a. the Social Media Committee; being responsible for all ESNR publications;
    • b. the Scientific Program Committee, being responsible for all scientific meetings;
    • c. the Scientific Award Committee, being responsible for awards presented by ESNR; and
    • d. the ESONR Committee, being responsible for all educational courses run by ESNR.
  3. The following Subspecialty Committees exist, being responsible for the representation and promotion of their respective subspecialties:
    • a. Diagnostic Neuroradiology Committee;
    • b. Interventional Neuroradiology Committee;
    • c. Head and Neck Neuroradiology Committee;
    • d. Paediatric Neuroradiology Committee; and
    • e. Spine Neuroradiology Committee.
  4. The list of Standing Committees shall be kept under review, taking into account the needs of the Association. Changes in the existence of the Standing Committees as well as adding of new Standing Committees shall be subject to a modification of the Statutes.

Art. 49 Appointment of Members

  1. Full Members are eligible for the appointment as chairperson and member of the Standing Committees.

  2. The Chairpersons for the Subspecialty Committees as Officers of the Association shall be elected by the General Assembly.

  3. Members of the Standing Committees and chairpersons of the Technical and Scientific Committees shall be appointed by the Executive Committee.

Art. 50 Constitution, Organisation and Duties

  1. The constitution and organisation of the Standing Committees shall be governed by the Organisational Rules.
  2. The Duties of the Standing Committees may be specified in the Organisational Rules, subject to the provisions of the Statutes.

X Financial Provisions

Art. 51 Fiscal Year

The Association’s fiscal year is equal to the calendar year.

Art. 52 Association’s Revenues

  1. The income of the Association consists of:
    • a. membership fees;
    • b. donations; and
    • c. income from educational and other activities of the Association.
  2. All financial contributions shall be paid to the Treasurer.
  3. The funds of the Association shall be used to reach the Association’s objectives by financing the Central Office and organizing the Association’s meetings. Any surplus shall be used to support research and education in Neuroradiology and to give away awards.

Art. 53 Membership Fees

  1. Members of ESNR shall pay membership fees, the amount of which shall be determined by the Executive Committee.
  2. Membership fees include an annual subscription fee for the ESNR official journal.
  3. Membership fees may vary among different categories of membership, in particular:
    • a. Full and Associate Member’s membership fees include the subscription for the printed copy of the ESNR official journal;
    • b. Junior Members shall be subject to a discounted fee, including the subscription for the online access to the ESNR official journal;
    • c. Honorary and Emeritus Members are not required to pay membership fees except for the subscription for the printed copy of the ESNR official journal which is optional;
    • d. Institutional Members shall pay a membership fee corresponding to the number of members of the individual Institutional Member. Institutional Members may subscribe for the ESNR official journal. The subscription fee shall be determined by the Executive Committee.
  4. Membership fees are payable annually per each of ESNR’s fiscal year. The Payment of the membership is due according to the instructions of the Treasurer.

Art. 54 Compensation

All bodies of ESNR shall perform their duties without financial compensation, except for the coverage of expenses.

Art. 55 Bookkeeping

  1. The Treasurer is responsible for the Association’s bookkeeping. The Treasurer shall keep an account of the Association’s income, expenditure and assets.
  2. All Books and records shall be kept true and correct in compliance with all applicable laws.

Art. 56 Statutory Financials

As per the end of any fiscal year the Treasurer shall prepare an annual balance sheet, the profit loss statement and notes to the accounts in accordance with the provisions of the Swiss Code of Obligations (the “Statutory Financials”).

Art. 57 Liability

The Association’s liability shall be limited to its assets.

XI Dissolution

Art. 58 Principle

  1. The Association may be dissolved by resolution of the General Assembly. Such resolution is subject to the approval by a three quarter majority of the number of members with voting rights present at the relevant General Assembly.
  2. The Association shall be dissolved by operation of law in the event of its insolvency.

Art. 59 Association's Assets

  1. Available liquidation proceeds upon dissolution of the society shall be distributed to another tax-exempt non-profit organisation with domicile in Switzerland following the same or similar purposes as the society.
  2. Any distribution to members is excluded.

XII Final Provisions

Art. 60 Dispute Resolution

  1. Any dispute between members, between a member and an Officer, or between a member and the Association shall be governed by Swiss substantive law and be settled in line with the provisions of the Swiss Code of Civil Procedure.
  2. The jurisdiction shall be the Association’s domicile.
  3. Parties involved in a dispute shall file for mediation according to the Swiss Code of Civil Procedure.

Art. 61 Modification of Statutes

The modification of the Statutes shall be subject to approval by the General Assembly.

Art. 62 Effectiveness

  1. These Statutes shall be effective as of the approval by the General Assembly, the date whereof shall be certified by signature of the Statutes by the President and the Vice President.
  2. The provisions herein shall replace and supersede all previous provisions.