The European Academy of Neurology (EAN) is founded on the initiative of the European Neurological Society (ENS) and the European Federation of Neurological Societies (EFNS), who both consider it essential to have one joint professional and scientific Neurology organisation in Europe. The EAN shall provide the essential infrastructure together with the organisational framework for the support and development of neurological education, and research for the benefit of patients in Europe.
Article 1. Name.
The name of the Organisation is the "European Academy of Neurology" (hereinafter referred to as the “EAN”).
Article 2. Registered Seat; Branch offices.
The registered seat of the EAN is Vienna. The registered main office of the EAN is Breite Gasse 4/7, 1070 Vienna.
The EAN will have a branch office in Brussels. Further branch offices may be established as required.
The Board may resolve to change the location of the EAN offices at any time.
Article 3. Language.
The official language of the EAN shall be English, unless and to the extent otherwise required by law.
Article 4. Purpose. Values. Funding.
The purpose of EAN is to promote “Excellence in Neurology in Europe”. In furtherance of this purpose, EAN shall, among others, pursue the following objectives:
- to increase the availability and standards of neurological services;
- to advance the development of neurology as the major medical specialty caring for patients with neurological disorders;
- to encourage collaboration between European national neurological societies;
- to strengthen collaboration between clinical neurology and related professional and lay organisations;
- to support neurological research, encourage research collaboration, and promote dissemination of research results;
- to strengthen the standard, availability and equality of neurological education for neurologists and affiliated/related health professionals;
- to raise awareness among the lay public, media, health care providers and other stakeholders, as well as law and policy makers about the burden and cost of neurological disorders and the benefits which clinical neurology can bring;
- to collaborate with international, national and regional neurological associations and related international health organisations.
- to promote communication as a key determinant for integration of all its members and the need to communicate with other stakeholders at all levels to achieve the progress of neurology for the sake of a better care of neurological patients.
The EAN will base its activities on the following five values:
- Professionalism. The EAN will strive to reach the highest scientific standards and to deliver unbiased information in its research and educational activities.
- High ethical standards. The EAN will apply high ethical standards in all its activities within science, education, liaison, communication and administration, complying with applicable regulations and codes of ethics.
- Involvement. The EAN will strive to involve its members and collaborators in the organisation of research, education, communication and liaison activities.
- Independence. The EAN will operate as a professional and scientific organisation, independent from the political or commercial interests of external companies or organisations.
- Transparency. The EAN will provide transparency in the organisation of all its scientific and administrative activities.
The funds required for realisation of the purpose of the EAN shall be raised among others, through:
- membership fees,
- revenues from the organisation of scientific congresses & other educational activities dedicated to the purpose of EAN,
- revenues from the publication of scientific journals, scientific handbooks, books, and other media dedicated to the purpose of EAN.
- EAN shall acquire or dispose of property of any kind in accordance with its non-profit status including but not limited to the acquisition and disposal of real estate as well as the acquisition of and participation in companies and the disposal thereof.
EAN shall be entitled to set aside funds for special purposes or as reserves for future expenditure.
Article 5. Realisation.
The EAN may engage in all activities which contribute to the advancement of clinical neurology and related neurosciences within Europe. Actions that the EAN may take to realise its purpose in particular include, but are not limited to
- organisation of congresses, symposia and workshops in clinical neurology and related neurosciences in Europe;
- organisation of neurological teaching courses;
- ownership and publication of scientific journals; publication of newsletters, bulletins, articles and reports for educational and research purposes;
- contribution to the European Board of Neurology examination;
- development of guidelines, web-based, educational services and resources for research in neurology;
- European exchange of students, researchers and clinicians in neurology;
- establishment of databases and archives for clinical neurology and related neurosciences;
- communication with competent national, European and international authorities and
- liaison activities with international neurological and related organisations.
- maximisation of availability and quality of patient care
Article 6. Non-Profit Organisation.
All activities as well as funds and other assets of the EAN are irrevocably dedicated to the non-profit, that is charitable, purpose of EAN, and no part thereof shall ever inure to the pecuniary benefit, save for reimbursements for expenses incurred in connection with an engagement for or on behalf of the EAN, of any of its members or directors.
Article 7. Membership categories.
The EAN shall have the following categories of members:
Individual Members, who can be either (i) Full Individual Members, (ii) Corresponding Individual Members, or (iii) Associate Individual Members.
Institutional Members, who can be either (i) Full Institutional Members, or (ii) Corresponding Institutional Members.
Article 8. Individual Members.
Full Individual Members may be
- Neurologists who are citizens of any European country (for the purposes of these bylaws, “European country” is any of the countries served by the WHO Regional Office for Europe, i.e. the WHO European Region) (irrespective of where they are working), or who work in any European Country (irrespective of their citizenship).
Fellows of EAN and Honorary Members are full or corresponding individual members with the same rights, but who deserve a special recognition of EAN.
Corresponding Individual Members may be
- Neurologists from non-European countries.
- Health Professionals and/or Scientists of other specialities or professions related to Neurology.
Associate Individual Members may be
- All members (including neurologists in training) of any European National Neurological Society (i.e. a Full Institutional Member)
Resident and Research Fellows (RRFS):
- All members of the EAN Resident and Research Fellow Section (RRFS) according to the RRFS Resolution: residents in Neurology, PhD candidates and specialist neurologists with less than 3 years after completion of their training.
Article 9. Institutional Members.
Each of the National Societies of Neurology of any European country (for the purposes of these bylaws, “European country” is any of the countries served by the WHO Regional Office for Europe, i.e. the WHO European Region) can become a Full Institutional Member.
Corresponding Institutional Members may be
- National neurological societies of non-European countries.
Article 10. Application for Membership.
Full and corresponding individual Members
Individuals may apply for membership by submitting credentials establishing their eligibility for Individual Membership status as stipulated in Article 8. above (in particular their specialisation and profession recognised in their country of practice), to the Secretary General.
Institutions may apply for membership by submitting their statement of purpose and/or bylaws, an official confirmation of their non-profit status (if available) and, if applicable, their respective particulars of registration to the Secretary General.
Article 11. Approval of Membership.
The Secretary General shall, upon request, provide reasonable assistance to potential Members in the application procedure, to preliminarily approve or reject, as the case may be, all applications. The Secretary General shall inform the Board of any approval or rejection of application for membership without undue delay and the Board shall then, at any time, have the authority to overrule the decision of the Secretary General and to finally resolve on approval or rejection of applications for and termination of membership by majority vote.
Article 12. Membership Fees.
Upon proposal of the Board, the Assembly of Delegates shall resolve upon any amendment of the amounts of membership fees for full and corresponding and Institutional Members for coming years at any time.
A reduction of membership fees will be available for members of the Residents and Research Fellow Section and to full and corresponding members according to country of residence (following World Bank Categories). Members who have retired from their active practice will also be entitled to apply for a reduction of membership fees.
Article 13. Membership Rights.
Voting and Holding Office. The only categories of membership entitled to vote during any regular or special assembly of the EAN Assembly of Delegates shall be the Delegates of the Full Institutional Members and the Delegates of the Full Individual Members.
Only Full Individual members shall be entitled to (i) hold any elected office in the EAN and to (ii) vote on the election of Individual Delegates to the Assembly of Delegates.
The Board shall, from time to time, resolve on certain other rights and benefits connected to each membership category.
Membership shall not confer any rights upon Members other than (i) those expressly stated in these Bylaws, (ii) those resolved upon by the Board and (iii) those awarded by mandatory law.
Article 14. Termination of Membership.
Membership terminates by death or dissolution, withdrawal, or exclusion.
A member may only be excluded from membership by a resolution of the EAN Board for cause, in particular based on a violation of the Articles of EAN, professional misconduct, criminal prosecution, exclusion from a National Society of Neurology of any EAN member jurisdiction for cause or in case the Individual Member is in arrears with the paying of the annual membership fee and said payment has not been made in spite of two written notices. The respective member may demand a resolution by the Assembly of Delegates. In such a case, he shall not be entitled to vote.
The Board may temporarily suspend the Membership of Individual Members against whom criminal or disciplinary proceedings have been initiated in any EAN member jurisdiction.
Any member can withdraw from membership with effect as of the next 31 December by submission of a termination notice to the Secretary General.
Article 15. Claims.
Upon termination of membership, any and all claims any Member may have against the EAN, have to be put forward to the EAN within six months after termination of membership or they will otherwise be forfeited.
Article 16. No Liability.
Only the EAN shall be liable for its liabilities; Members shall be held liable only if and to the extent required under mandatory provisions of substantive Austrian law without its rules on conflicts of laws.
Article 17. Assembly of Delegates.
The Assembly of Delegates shall be the ‘Members’ Assembly’ according to the Austrian Act on Associations of 2002 (‘Österreichisches Vereinsgesetz’).
The Assembly of Delegates shall consist of Delegates of the Full Individual Members and of the Full Institutional members. The Assembly of Delegates shall be responsible for the following tasks:
- Election of members of the Board of the EAN
- Amendments to the bylaws of the EAN
- Approval of the annual accounts of the EAN
- Endorsement of decisions made by the Board of the EAN presented to the Assembly of Delegates by the EAN Board
- Dissolution of the EAN
Article 18. Number of Delegates in the Assembly of Delegates.
Delegates of Full Individual Members
The Full Individual Members shall be entitled to elect the number of Delegates to the Assembly of Delegates that equals the number of Delegates that can be nominated by the Full Institutional Members.
The Full Individual Members shall furthermore elect up to 20 (twenty) Delegates Substitutes for temporary or permanent replacement of Delegates to the Assembly of Delegates nominated by the Full Individual Members. The Delegate Substitutes are those 20 persons, who got the next most votes during the Delegates’ election, following the number of votes needed to become Delegate. If any Delegate of Full Individual Members is temporarily or permanently prevented from assuming tasks assigned to him all of his tasks shall be assigned to a Delegate Substitute. Any Delegate Substitute shall act as substitute of one Delegate to the Assembly of Delegates only and shall resign immediately after the reason for his appointment as Delegate Substitute has lapsed. Delegate Substitutes are determined according to the number of votes received during the election.
Delegates of Full Institutional Members
Each Full Institutional Member shall be entitled to nominate 1 (one) Delegate to the Assembly of Delegates.
Delegates to the Assembly of Delegates nominated by the Full Institutional Members may temporarily appoint 1 (one) member of any full institutional member society (National Society of Neurology) as his substitute by use of an official written power of attorney.
EAN Board members must not act as full or individual delegates. If a Board member is elected as Delegate or a Delegate as Board member, he must be substituted by a Delegate Substitute. Board members must not be nominated as delegate substitutes.
Article 19. Election of delegates to Assembly of Delegates; Term.
Delegates of Full Individual members
Full Individual Members intending to run for the position as Delegate of the Full Individual Members in the Assembly of Delegates shall apply to the Board by submission of an application form. The application form shall include identification, short form of CV, past contributions to the EAN (positions held, participations in EAN Congresses) and proposed activities as future member of the Assembly of Delegates. The EAN Board shall organize a voting of the Full Individual Members for the election of the nominated Delegates of the Full Individual Members to the Assembly of Delegates.
The particulars of the election procedure shall be determined by the Board.
Delegates of Full Institutional Members
The Chairman or President of each Full Institutional Member is responsible on behalf of his organisation for submission of a nomination form to the Board. The nomination form shall include identification and a short form of CV of the nominee. Upon approval by the Board, which approval is not to be unreasonably withheld, the Board shall confirm appointment of the respective nominee as Delegate of the respective Full Institutional Member to the Assembly of Delegates.
Each Delegate of Full Individual Members elected and each Delegate of a Full Institutional Member nominated to the Assembly of Delegates shall serve for a period of 4 (four) terms unless he decides to withdraw prior to the end of the full term. The full term shall be the period between two ordinary Assemblies of Delegates at the annual congress. The full term shall start with the Assembly of Delegates following the election.
In the event of retirement, decease or other demission of an Individual Delegate elected by the Full Individual Members, the Delegate Substitute with the most votes elected by the Full Individual Members to the Assembly of Delegates shall take the place of the relevant previous Delegate for the remaining term of his office.
In the event of retirement, decease or other demission of a Delegate in the Assembly of Delegates nominated by the Full Institutional Members, the same National Society of Neurology having nominated such delegate is entitled to appoint a new Delegate to the Assembly of Delegates to take the place of the relevant previous Delegate for the remaining term of his office.
Article 20. Assembly of Delegates Meetings.
Meetings of the Assembly of Delegates shall take place at least once a year at the annual EAN Congress. A quorum shall consist of at least 50 percent of all Delegates. If there is no quorum at the time set originally, the Assembly of Delegates shall take place fifteen minutes later following the same agenda. In this case, the quorum shall be independent of the number of Delegates present.
The agenda for the Assembly of the Delegates is set by the President. Requests of any Delegate to have items put on the agenda must be received by the Board not later than one month prior to the date of the Assembly of Delegates and be accepted by the Board. The agenda is to be sent out to all Delegates entitled to attend the Assembly of Delegates not later than two weeks prior to the date of the Assembly of Delegates. Valid resolutions, except for those regarding a motion to convene an extraordinary Assembly of Delegates, can only be passed on items that are part of the agenda.An extraordinary Assembly of Delegates shall be held within three months if decided by the Board, the ordinary Assembly of Delegates or upon written request of 10% of Full Individual Members or upon request the financial Auditor (see Article 27).
At the beginning of each Assembly of Delegates meeting, the Secretary General shall be confirming the quorum. He will record the minutes and any resolution passed at such meeting.
Article 20a. Postal voting and electronic voting
Apart from resolutions being passed and elections being held in the course of the Meeting of the Assembly of Delegates, upon decision of the Board, resolutions can also be passed and elections be held by the Assembly of Delegates by way of postal voting and/or electronic voting. A postal voting and an electronic voting system have to be in compliance with the principles of free and equal elections in particular by providing for proper identification of the voters, for anonymity, for prevention of the voters to vote more than once and for notification of the voter that his/her vote has been cast.
The time of and period for elections by postal voting and/or electronic voting are to be decided by the Board. Resolutions passed and results of elections are to be announced to the members of EAN by the President in the course of the Meeting of the Assembly Delegates and by publication on EAN’s website. The schedule and the technical details of the postal voting and the electronic voting procedure are to be regulated in rules of procedure to be decided by the Board.
Only the following items can be decided by way of postal voting and/or electronic voting:
1. Election of members of the EAN Board
2. Amendments to the EAN Bylaws
3. Approval of the EAN annual report and accounts
4. Endorsement of decisions made by the EAN Board presented to the Assembly of Delegates by the EAN Board
For resolutions passed and elections held by way of electronic and/or postal voting, a quorum of participation of a minimum of 50% of the Delegates is required.
Article 21. Board.
The Board shall be responsible for the management of the Society. It shall be the ‘managing organ’ according to the Austrian Act on Associations of 2002 (‘Österreichisches Vereinsgesetz’).
The Board shall have all powers that are not explicitly assigned to another body of the EAN by applicable laws or these Bylaws.
The Board consists of the following 9 members:
- President (elected as President Elect 2 years before)
- President Elect (elected)
- Past President (elected as President Elect 4 years before)
- Secretary General (elected)
- Treasurer (elected)
- Chairperson Programme Committee (appointed)
- Chairperson Scientific Committee (elected)
- Chairperson Communication Committee (elected)
- Chairperson Education Committee (appointed)
An equitable geographical and gender distribution of Board members should be sought.
The President shall represent EAN in all matters. Written documents of the Society shall become valid and binding upon signature by the President and another member of the Board.
The President shall act as chief spokesman and represent the EAN vis-à-vis the public, the press, legislative bodies, the medical community at large and governments of individual states of Europe as well as the bodies of the European Union and international organisations. The President is responsible (i) for making appointments of members of standing committees and other committees; (ii) to appoint EAN representatives to civil, professional and governmental organisations as may be required to execute the business and affairs; (iii) to preside at all meetings of the Board as its Chairman; (iv). to present an annual report of the work of the EAN at each annual meeting of the EAN. The President shall have a casting vote in all resolutions passed in the Board and shall have such further powers as may be reasonably construed as belonging to the chief executive of any organisation.
The President Elect shall assist the President with his responsibilities.
The Past President shall assist the President with his responsibilities. In the event and for the duration of the absence or inability of the President, the Past President shall exercise the office of the President and be his representative with all the rights, privileges and powers as if he had been the duly elected President.
The Secretary General shall keep and be the official custodian of the minutes and records of the EAN by appropriate means. It shall be his duty to arrange for filing of any application or certificate required by any law or statute. He shall submit to the Board any communications addressed to him as Secretary General of the EAN. He shall attend to all official correspondence of the EAN and shall exercise all further duties incident to the office of Secretary General.
The Treasurer shall have the care and custody of and be responsible for all funds of the EAN. No special fund or account shall be set aside that shall make it unnecessary for the Treasurer to authorize any payment on behalf of the EAN. He shall render, at such periods as the EAN Board shall determine, a written account of the finances of the EAN. The Treasurer shall exercise all further duties incident to the office of Treasurer.
The Chairpersons of the Committees shall have the respective responsibilities assigned to them in these Bylaws.
The President shall, from time to time, assign responsibilities that do not lie in the competence of any other member of the Board, to one or more members of the Board.
The President together with the Board shall appoint an Executive Director who shall be the general administrative officer and business manager of EAN as an employee under contract and be responsible for the daily management thereof in accordance with the administrative policies and procedures of the EAN determined by the Board.
Article 22. No Compensation.
No member of the Board shall, for reason of his office, be entitled to receive any salary or other means of compensation, save for reimbursement of expenses incurred in connection with such office.
Article 23. Election and Appointment; Term.
The President Elect, the Secretary General, the Treasurer, the Communication and the Scientific Committee Chairpersons are elected by secret majority vote of the members of the Assembly of Delegates; should no candidate receive the majority of votes in the first election, a second ballot shall take place between the candidates who have received the two highest numbers of votes.
A President Elect is elected every second year, for a total of six years. During the first two years he holds the office of President Elect, during the second two years, he holds the office of President and during the third two years he holds the office of Past President. No re-election for the office of President Elect shall be permissible.
The Secretary General, the Treasurer, the Communication and the Scientific Committee Chairperson are elected every second year, for an office period of two years. Re-election to the same office shall be permitted once.
Following the election of President-Elect, the new Board, by majority of votes, appoints the Chairpersons of the Programme and Education Committees for an office period of two years. Re-appointed to the same office shall be permitted once.
Each of (i) the Board, (ii) the Delegates to the Assembly of Delegates nominated by the Full Individual Members and (iii) the Delegates to the Assembly of Delegates nominated by the Full Institutional Members are entitled to submit suggestions of suitable candidates for any vacant position in the Board.
To suggest a candidate, the nominating member of the board or delegate shall submit to the Executive Director a nomination form including short CV, past contributions to the EAN (positions held, participation in EAN Congresses, publications in the EAN journal), and statements signed by the candidate of willingness to serve in the post for which they are being nominated and their proposed activities in and visions for that post.
The list of nominated members should be communicated at least 8 (eight) weeks before the Assembly of Delegates. After that deadline no more nominations can be affected.
The office period of the elected members of the Board always ends with the end of the EAN congress in the year in which the new Board has been elected. The office period of the appointed Board members ends as soon as the new Board members are appointed. <s>.</s>
No member of the Board may exceed the maximum of three office periods totalling 6 years. Exception is made for the position of President-Elect. Board members, who will be elected President-Elect can stay on the Board for a maximum of 5 office periods (10 years).
Article 24. Resignation, Removal, Vacancies.
Any member of the Board may resign at any time by giving written notice to the President. Such resignation shall become effective at the time specified in such notice, or, if the time is not specified therein, upon its acceptance by the Board.
Any member of the Board may be removed from the Board in case of material violation of duties following an affirmative written vote of two thirds of the remaining members of the Board.
In the event of incapacitation, withdrawal, resignation or removal of any member of the Board during a Term, the President, with the approval of the Board, shall appoint a successor who will hold the office until expiration of said Term. If the position of past-president becomes available for any reason, the president, with the approval of the board, shall appoint a member at large until expiration of the term. If the position of President-Elect becomes definitely available for any reason, a call for application followed by an election of a new President Elect will be carried out. The newly elected President Elect will serve as President Elect for the remaining office period of the predecessor having become available and thereafter shall vest the office of President for two years and the office of Past President for two years.
Relief, resignation, termination or expiration of office period of the entire Board shall not take effect prior to the election or appointment of successors.
Article 25. Board Meetings.
Meetings of the Board shall take place at least twice a year, one at the annual EAN Congress and one at the main office. A quorum shall consist of at least two-thirds of the members of the Board. Additional meetings may also be held by electronic means such as telephone, telephone conference, video-conference or online, by means of which all members participating in the meeting can communicate with each other at the same time. Participating by such means shall constitute presence in person at a meeting.
A resolution signed by all the members of the Board shall have the same force and effect as if it were passed at a duly called meeting of the Board.
The President or any two members of the Board may call for special meetings of the Board for any purpose upon giving notice to all members of the Board at least ten business days, including the time and place such meeting is to be held.
Unless stated otherwise in these Bylaws, all resolutions of the Board are passed by affirmative votes of a majority of the quorum.
Article 26. Committees.
Various committees support the Board. The establishment of committees and of ad-hoc committees is possible any time on the basis of a resolution by the Board. In its resolution, the Board shall stipulate the tasks and responsibilities, the composition and the duration of a specific committee.
General rules applicable to Committees.
The chairperson of each committee is responsible for the submission of an annual written report to the Board.
In appointing members for a committee an equitable geographical and gender distribution should be sought. The number of members of each committee shall be between five and nine, unless otherwise decided by the Board.
Each committee should prepare and submit an annual budget to the treasurer.
Each committee has a written mandate and a running action list, which are updated as necessary in consultation with the Board.
In any event, the EAN shall have the following Committees:
Programme Committee. Is responsible for and decides on the scientific programme at EAN organised meetings. It has up to a maximum of nine members including its chairperson, the chairpersons of the Education Committee and of the Scientific Committees, three other members suggested by the chairperson and one member suggested by the national society of the hosting country, one of them serving as vice chairperson of the Programme Committee. In the event of an agreement with another professional and scientific society the relevant officially appointed representative of such an organisation can be included in the Congress Programme Committee.
Education Committee. Develops recommendations and monitors activities related to educational issues of importance to the EAN; works actively with the Union Européenne des Médecins Spécialistes (UEMS) in pursuit of common European educational standards as well as the European Board Examination in Neurology; analyses and helps harmonise medical school curricula and teaching methods in neurology; helps to increase co-operation between different parts of Europe; organises special educational activities for neurologists in training from the European countries in transition (regional teaching courses); works to establish department-to-department co-operation between European neurological departments; compiles and distributes information about fellowship programmes and travel grants for neurologists in training from the countries in transition, about the availability of research grants and literature. The Education Committee shall have one representative from the EAN Communication Committee.
Other core responsibilities of the Education Committee are:
3. Teaching courses
Communication Committee. Is responsible for advising the Board about the communication strategy of the EAN and assists the Board in liaising with other professional, scientific and lay organisations in the field of neurology in Europe and internationally, as well as with relations of EAN to the European Union and other European Institutions.
The Communication Committee has one representative in the Scientific Committee and in the Education Committee.
Scientific Committee. Develops recommendations for policies and activities related to all issues of a scientific nature that involve the EAN and its membership; is responsible for the activities and maintenance of Scientific Panels covering all major areas of clinical neurology. The Scientific Committee shall have one representative from the EAN Communication Committee. The Scientific Committee organises:
The aims of the Scientific Panels are:
- to co-ordinate clinical research at a European level;
- to disseminate good neurological practice throughout European countries;
- to assist the Programme Committee in organising congresses;
- to assist the EAN in training neurologists and in supporting continuing medical education; and
- to produce guidelines according to the latest scientific and evidence levels.
The board shall stipulate the principles of the composition of the panels.
Task Forces. A Task Force may be appointed by the President as the need arises to carry out a specific task.
The Task Force shall have a mandate, and a date of expected report should be specified by the President or the chairperson of the Scientific Committee. The chairpersons and members of all Task Forces shall be appointed by the President or the Chairperson of the Scientific Committee taking into consideration qualifications as well as geographical spread.
Financial requests of a Task Force or Scientific Panel have to be submitted to the Treasurer and will be decided by the Board.
Article 27. Fiscal Year; Audit.
The fiscal year of the EAN shall be the calendar year.
EAN shall appoint an Auditor (‘Abschlussprüfer’) according to the Act on Associations who shall be elected by the Assembly of the Delegates for a period of 5. The Auditor shall be subject to the rights and duties of the Controllers (‘Rechnungsprüfer’) under this section and provided for by the Act on Associations of 2002 (‘Österreichisches Vereinsgesetz’).
Should the appointment of a new Auditor become necessary prior to the next Assembly of Delegates, the Auditor shall be appointed by the Board. The Auditor does not have to be an individual person. The Auditor must be independent and unbiased.
The provisions with regard to appointment, relief and resignation of the Board shall be applicable mutatis mutandis for the Auditor.
The Auditor shall audit the financial management of the EAN with regard to the regularity of the accounting and the use of the EAN assets and means in compliance with its Bylaws and establish an audit report within four months after the Board having established the annual financial statement. The Board has to provide the Auditor with all necessary documents and information. The Auditor shall report to the Board. The Board shall remedy all deficiencies with regard to the financial management of EAN found by the Auditor and take all measures to avoid any danger to the EAN notified of by the Auditor. The Board shall inform the Delegates of EAN about the audit.
Should the Auditor establish that the Board persistently and seriously infringes its duties with regard to its liability to account and no immediate efficient remedy can be expected within the EAN before long the Auditor has to demand the convocation of an Assembly of the Delegates from the Board. The Auditor himself also is entitled to convoke an Assembly of the Delegates.
The Auditor shall furthermore be subject to the rights and duties provided for by the Act on Associations of 2002 (‘Österreichisches Vereinsgesetz’).
Article 28. Dispute Resolution.
All internal disputes arising between Members and / or between the EAN and its Members, which do not fall in the mandatory jurisdiction of the Austrian Courts of Justice shall be settled by the internal Dispute Resolution Chamber (DRC). The DRC is an internal dispute resolution body (Schlichtungseinrichtung) in the meaning of the Austrian Act on Foundations 2002 (Vereinsgesetz 2002) and are not an arbitral tribunal in the meaning of Sec 577 ff of the Austrian Code of Civil Procedure (Zivilprozessordnung).
The DRC consists of 3 individuals, all of whom are either Full Individual Members or official representatives of Full Institutional Members (each an “Arbitrator”), and none of whom are members of the Board.
In case of a dispute falling in the competence of the DRC, any party thereto shall nominate an Arbitrator to the President in writing, who shall, within seven (7) days, request the other party to nominate an Arbitrator within further fourteen (14) days. After notification by the President, the so nominated Arbitrators shall mutually nominate a chairman within fourteen (14) days. Should no mutual decision on the identity of the chairman be reached within such period, the chairman shall be selected by drawing of lots.
The DRC shall decide on the dispute to the best of the Arbitrator’s knowledge after hearing of both parties in presence of all Arbitrators by majority vote. The decision of the DRC is final and binding within the EAN.
Article 29. Amendment of Bylaws.
These Bylaws may be amended or repealed, and new Bylaws may be adopted subject to a proposal by the Board by an affirmative majority vote of the Assembly of Delegates.
Any changes to the Bylaws must be sent to the Delegates four weeks prior to the meeting.
Article 30. Dissolution.
The Assembly of Delegates resolves on the dissolution of the EAN.
This Assembly of Delegates passes a resolution concerning the assets of EAN, if such assets exist. The Assembly of Delegates appoints a liquidator and passes a resolution to whom to transfer the assets of EAN remaining after the payment of the debts. In the case of liquidation of EAN these assets, as far as it is possible and permitted, shall be transferred to a non-profit organisation for the promotion of non-profit purposes in accordance with Section 34 ff of the Austrian Tax Order (‘Bundesabgabenordnung’) preferably promoting research, education and science in the field of neurology. The same shall be valid should EAN cease to promote its non-profit purpose.
The last Board of EAN should inform the competent authorities of the voluntary liquidation in writing.
These Bylaws have been ratified on April 29, Zurich, Switzerland.
In the interest of readability, the masculine form has generally been used throughout these bylaws, although all genders are accorded equal importance.