Article 1 Name and location
The society bears the name "European Cognitive Ageing Society" (EUCAS).
Its website is: www.eucas.org
The registered office of the company is in the city of Bochum, Germany
Association register entry VR 4557
Article 2 Purpose
The purpose of EUCAS is to promote science and research. The subject of EUCAS is cognitive ageing research and related research areas, as well as the dissemination of scientific results.
The research areas of the members of the Society include basic and applied sciences in the field of cognitive ageing research.
Cognition is defined by the Society in the broadest sense and includes sensory, cognitive, motor and emotional aspects. The methods include behavioural and neuroscientific approaches.
The Society will pursue these objectives by, amongst others:
- the organisation of regular meetings in Europe, in particular with regard to cooperation, exchange of information, networking and joint European research proposals,
- the organisation of conferences every two years, workshops, seminars, summer schools for young scientists, as well as through contacts with public, social and political institutions,
- the dissemination of scientific knowledge on ageing to its members, the scientific community, and societal stakeholders.
Article 3 Non-profit status
- The Society is financed by membership fees, donations and voluntary contributions. The Society pursues exclusively and directly charitable purposes in the sense of the German Fiscal Code. The Society is selflessly active and does not pursue its own economic purposes. Funds of the Society may only be used for the statutory purposes. No person may be favoured by expenses that are alien to the purpose of the Society or by disproportionately high remuneration.
- The Society may not share profits with its members.
- The members do not receive benefits from the funds of the Society.
- The Society may grant rights and fees to a member if the member has no objections to this.
Article 4 Members
Members of the Society are persons who have applied for membership in writing to the Executive Board and have been admitted as members by the Executive Board.
The admission of a member is completed when the Executive Board has approved an admission proposal by a two-thirds majority.
Applications for membership should be addressed to the Secretary of the Executive Board. If the Executive Board does not agree to the membership, the General Meeting may nevertheless decide otherwise.
The Executive Board keeps a list of the names, addresses and electronic addresses of all members.
EUCAS membership is for at least two years.
There are the following categories of membership:
- Full members: those who are active researchers in the field of cognitive ageing and related areas. Persons admitted to full membership are called "Full Members";
- Junior members: those who are at the beginning of their research career in the field of cognitive ageing. These persons typically work on research for their dissertations (or similar research). Persons admitted to Junior Membership are called "Junior Members";
- Affiliated members: People or organisations that support the objectives of the Society. These entities shall, upon payment of the membership fees determined by the Executive Board, have all the rights and benefits of membership, except for work on the Executive Board or committees and the right to vote. Entities admitted to associate membership are called "Associate Members";
- Honorary members: full members who have rendered outstanding services to the Society and who, in the opinion of the Board, have contributed to the progress of cognitive ageing sciences in Europe. Persons admitted as honorary members call themselves "Honorary Members".
In the statutes the term "members" refers to all categories of members, unless otherwise stated.
Article 5 Termination of membership
- Membership ends by resignation, exclusion, dismissal or death.
- The resignation of a member is possible at the end of a year and must be declared in writing to the Executive Board four weeks before the end of the year. The obligation to pay membership fees would expire at the end of the current calendar year.
- A member can be expelled by a unanimous decision of the Executive Board after prior hearing. Exclusion from EUCAS is only permissible for important reasons, e.g. dishonourable behaviour, violation of good scientific practice or violation of the objectives of the Society as laid down in the Statutes.
- An appeal against the decision of exclusion can be lodged within a period of four weeks after notification of the exclusion, on which the next General Meeting will decide. Until the decision on the appeal is made, membership is suspended. The decision of the General Meeting is final; the member must be invited to this meeting and heard. If the member does not make use of the right of appeal within the time limit, they submit to the decision of exclusion.
- A member may be removed from the membership list by the Executive Board if the member is in arrears with the two-year fee and does not pay this amount in full within three months of sending the reminder to the last known address of the member, even after a written reminder by the Executive Board. The reminder must indicate the imminent cancellation.
Article 6 Membership fees
- The members pay a fee every two years. The fees for full, junior, and associate members are determined by a General Meeting on the proposal of the Executive Board.
- The membership fees are due at the beginning of a calendar year and must be paid into the account of the Society within 4 months.
Article 7 The organizational structure
The organizational structure of EUCAS includes the Executive Board, the General Assembly of Members, the Electoral Committee and other committees.
Article 8 The Executive Board
- EUCAS is managed by a board of seven members: the President, the Vice-President, the Secretary, the Treasurer and three assessors.
- The members of the Executive Board work on a voluntary basis.
- The term of office of the President and Vice-President is two years. All offices can only be held by full members. The members of the Executive Board are recruited from all members and are appointed at the General Meeting. Members should reflect as far as possible the different nationalities represented in the Society.
- The Board elects a President, Vice-President, Secretary, and Treasurer from among its members.
- The Board may appoint a replacement for each of the Board members.
- The term of office of each member of the Board begins with the election and ends with the election of a new Board. In preparation for the written elections, the Executive Board appoints an election committee.
- In the event that the number of members of the Executive Board falls below the minimum of five, the Executive Board is still the legally responsible body of the Society. In this case the Executive Board is obliged to call a general meeting in which the vacancies are addressed.
- Membership of the Executive Board ends if the Board member dies or resigns.
- A member of the Executive Board may be represented by another member of the Executive Board with a written power of attorney.
- The President represents EUCAS in and out of court together with another member of the Executive Board in accordance with § 26 of the German Civil Code.
- The Executive Board meets once a year. The Executive Board meeting is chaired by the President, or if the President is not present, by the Vice-President. If both are absent, the Executive Board appoints a chairman.
- Decisions are made by simple majority. They require a meeting of the board members or a written resolution with the consent of all members.
- Effective resolutions can only be passed on matters that have already been communicated at the time of the invitation to the meeting.
- The decisions of the Executive Board are recorded in writing by the Secretary; the minutes are signed by the President and the Vice-President or the chairman and published on the EUCAS website.
- The General Assembly may decide that the Board of Directors requires the consent of the members for decisions on certain legal actions or investments.
- The Executive Board is obligated to inform the members about the assets and all business of the Society.
- At the biennial general meeting, the Executive Board presents a report on the activities of the Society. For this purpose, the Executive Board submits a balance sheet and the state of income, expenses and fees together with the appendix of the bank statements for approval.
Article 9 The General Meeting
- All authority that is not exercised by the Executive Board is incumbent on the General Meeting. The General Meeting is convened at least every two years by the Executive Board.
- The invitation to the General Meeting is made in writing. The invitation must be sent to the members one month before the General Meeting with a provisional agenda. Suspended members are not allowed to attend the General Meeting unless they are heard due to the reasons underlying the suspension.
- The General Meeting is chaired by the President or the Vice-President. In case of their absence, the executive committee will appoint a substitute.
- The General Meeting receives the accountability and cash report of the Executive Board as well as the audit of the cash report, makes suggestions for the realization of the objectives of the Statutes, elects the Election Committee, decides on changes to the Statutes and on the dissolution of the Society. It sets the membership fees for the full, junior, and associate members. It discharges the Executive Board.
- If at least one tenth of the members request it, giving reasons, or if at least three quarters of the Executive Board consider it necessary, an extraordinary General Meeting must be called within three months.
- Every ordinary and extraordinary General Meeting has a quorum if it has been invited in due time. All members except the associated members are entitled to vote.
- A simple majority of votes of the full members present is required for resolutions of the General Meeting. The majority is calculated according to the number of yes and no votes cast. Abstentions are not counted.
- There are open votes which can be taken by the other participants of the meeting. On special request, there may also be a secret ballot by voting card.
- The General Meeting commissions two members of the Society who are not members of the Executive Board to carry out the two-yearly cash audit. The financial report and the result of the cash audit are presented every two years at the General Meeting in the conference year.
- The General Meeting shall be recorded in writing; the minutes shall be signed by the head of the General Meeting and the Secretary, and will be made available electronically to the members of the Society. If the Secretary is not present, a representative is appointed.
- A member may transfer in writing the approval to another member present in order to vote during the General Meeting. An electronic version fulfils the requirement of written approval.
- A voting member can be authorised to vote by a maximum of two other voting members.
- By a decision of the Executive Board and the conditions set by the Executive Board, voting can be carried out electronically.
Article 10 The Elections Committee
- Elections to the Executive Board shall be prepared and conducted by the Elections Committee.
- The members of the Election Committee are elected by the General Meeting with a simple majority for each board election and are only responsible to the General Meeting and not to the Executive Board.
- The Election Committee consists of three persons. The members of the Election Committee elect a chairperson who performs the function of the election supervisor.
- In good time before the election, the Election Committee calls upon all eligible EUCAS members to propose possible candidates for the offices available for election by a certain date. The members of the Election Committee may also propose candidates.
- The Election Committee compiles a list of candidates for each office after the deadline for nominations has expired.
- The election documents are sent out promptly before the convened regular General Meeting. The election proposals should contain descriptions of the candidates regarding their person and their goals for the office. Furthermore, the election documents must state a date by which the written votes must be received by the election officer in order to be valid. The election date may not be earlier than four weeks after the election documents have been sent. It should be at the latest the day before the beginning of the next regular General Meeting.
- The election documents comprise the ballot papers, at least one voting envelope and a ballot paper or an election envelope suitable for checking the eligibility to vote. In addition to the postal return to the Election Committee, it may be possible to hand them in at the place of the General Assembly of Members.
- The Election Committee may, in agreement with the Executive Board, provide for electronic forms of voting if this does not interfere with the purpose and principles of the election.
- The Election Committee shall ensure that the results of the election are properly recorded and shall record the result of the election in writing, signed by the Chairperson of the Election Committee. The result of the elections is usually announced by the Chairperson of the Election Committee at the General Meeting.
Article 11 Committees
- The Executive Board may set up and dissolve committees to deal with special or urgent issues, to which non-members may also be called in as experts.
- The General Meeting may decide to set up a committee for a specific task by a simple majority of the voting members present.
- Board members may attend all committee meetings.
- The results of the committees are announced at the General Meeting.
- The procedures for the appointment of committees, the appointment of committee members, and the duties and authority of the committees will be determined in the regulations by the Board.
Article 12 Conference
An EUCAS conference will be held every two years. The name of the conference is "Aging & Cognition" followed by the year in which it is held. Starting 2015 in Dortmund, Germany, the conference will be held at a different European location. The organisers are local members of EUCAS and its institutions. The conferences are organised by a local committee.
In the conference year the biennial General Meeting coincides with the conference.
Article 13 Financial management
- The business year is the calendar year. The first financial year shall be a short financial year and shall end at the end of the year two thousand fourteen.
- The Executive Board is obliged to keep accounts of the assets and all transactions of the Society in accordance with the requirements arising from these transactions, and to manage documents and other data storage media in such a way that the rights and obligations of the Society can be viewed at all times.
- The Executive Board shall present a report on the Society's conduct and policies within six months of the end of the fiscal year. The Executive Board will present a balance sheet and the state of income, expenses and fees together with the appendix of the account statements to the General Meeting for approval. These documents will be signed by the Executive Board.
Article 14 Amendments to the statutes
- Amendments to the Statutes can be decided at a General Meeting by a simple majority of the full, junior, and associated members present. Proposals for amendments to the Statutes must be submitted to the members entitled to vote at least one month before the General Meeting.
- Amendments or additions to the Statutes prescribed by the competent local court or by the tax office will be implemented by the Executive Board and do not require the approval of the General Meeting. They must be communicated to the members at the latest with the next invitation to the General Meeting.
Article 15 Dissolution
- The dissolution of EUCAS can only be decided by a three-quarters majority at a General Meeting in which at least 20% of full, junior, and associate members participate. The proposal to dissolve the Society must be submitted to the voting members at least one month before the General Meeting. If at a General Meeting the quorum of 20% for the dissolution of the Society is not achieved, the decision to dissolve the Society may be taken by a written vote among the full, junior, and associate members.
- In the event of dissolution or cessation of tax-privileged purposes of EUCAS, the assets available at that time shall be transferred to another tax-privileged body or a body under public law for use in the promotion of science and research. The decision must be notified to the tax office before being implemented. The assets of the Society will not be paid out to the members.
- Unless the General Meeting decides otherwise, the President and the Vice-President are jointly authorised liquidators.
- The Society shall be dissolved if insolvency proceedings have been opened against its assets. However, it is not a reason for dissolution if the court refuses to open insolvency proceedings.
Article 16 Final provision
The Statutes on which this document is based will be translated into English. In no event will the English version of the Statutes take precedence over the German original.
Article 17 Entry into force
Following the adoption of a resolution by the Founding Assembly, these Articles of Association shall enter into force on the date of entry into the Register of Associations.