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ARTICLE I - NAME
ARTICLE II - STATUS and PURPOSES
ARTICLE III - REGISTERED OFFICE
ARTICLE IV - MEMBERSHIP
ARTICLE V - MEMBERSHIP MEETINGS
ARTICLE VI - The EXECUTIVE COMMITTEE
ARTICLE VII - ELECTIONS and RESOLUTIONS
ARTICLE VIII - AMENDMENTS to the ARTICLES of ASSOCIATION
ARTICLE IX - DISSOLUTION of the SOCIETY
The official name of the organization shall be the "International pharmaco-EEG Society, Association for Electrophysiological Brain Research in Preclinical and Clinical Pharmacology and related Fields" (the "Society"). The acronym shall be "IPEG". Symbol, acronym and name of the Society shall appear in the stationery as shown above. The official language shall be English.
Section 1. Not-for-Profit. The Society is an association of scientists and researchers actively involved in electrophysiological brain research in preclinical and clinical pharmacology, neurotoxicology and related areas of interest. The Society is organized and shall be operated as a nonprofit organization to pursue scientific goals. Incidental profits shall only be used for the purposes of the Society as detailed in these Articles of Association. No member or Officer of the Executive Committee shall receive any profit, or be entitled to any other compensation from the funds of the Society, or use the funds of the Society for purposes other than those of the Society. The Society will nevertheless be allowed and enabled to pay reasonable compensation for services rendered and to make payments in furtherance to the purposes set forth herein. In case of dissolution of the Society following cessation of its purposes, the assets of the Society shall solely fall to charitable purposes to be selected by the Executive Committee on behalf of the members of IPEG. No individual member of the Society shall be liable for expenses made or ordered by the Society.
Section 2. Purposes. Purposes of the Society shall be: 1. to encourage research and training in the fields of application to pharmacology of electrophysiological and neurophysiological methodologies; 2. to promote or organize scientific meetings and related activities; 3. to foster relationships with other scientific societies; 4. to develop principles of training and guidelines for the application of these methodologies. The Society will perform any and all such acts that are necessary, convenient and proper to the attainment of these goals.
The registered office of the Society will be located in Basel (Switzerland).
Section 1. Classes. Membership of the Society shall be composed of Active Members (including Junior and Senior membership, when applicable), Honorary members and Corporate Members. The Executive Committee shall be entitled to appoint Corresponding members to help pursuing the Society goals.
a] 1. Active Members. Active membership in the Society may be granted to any individual giving proof of experience and activity in electrophysiological or neurophysiological brain research in clinical or preclinical pharmacology, neurotoxicology and related areas of interest, including theoretical research. A Junior membership or a Senior membership in the Society can be applied for and obtained in alternative to Active membership, respectively by scientists under the age of 30 or by IPEG members who have formally retired from their professional position.
2. Corporate Members. This membership status shall be granted to corporate bodies (and/or to their legal representatives) active in the fields of interest of the Society and supporting the Society, but having purpose of profit. Two delegates from each corporate body shall be entitled to attend the General Assembly with voting rights.
b] Honorary Members. Honorary membership may be granted to any individual with a record and reputation of distinguished service in the fields of interest of the Society or, more broadly, in neuroscience and brain research. Previous IPEG membership in any class or a formal application are not required; nominations for Honorary Membership shall be made by the Executive Committee and approved by the General Assembly.
Section 2. Election. Any individual or corporate body applying for Active (including Junior or Senior) or Corporate membership shall be considered and eventually approved for membership under criteria and following procedures established by the General Assembly.
Section 3. Voting rights. Any member in good standing shall be entitled to vote on any matter of the Society at the General Assembly meeting or in any special meeting or postal ballot vote called to set forth urgent matters.
Section 4. Dues and Assessments. The annual dues for each class of member of the Society and the time for paying such dues and other assessments, if any, shall be determined from time to time by the Executive Committee and approved by the General Assembly. The dues for Corporate bodies supporting the Society shall be greater than those of the active members, while Junior members will pay reduced fees. Senior and Honorary members shall pay no annual dues. The Executive Committee reserves the right to permit exemption from payment of dues, according to criteria and rules to be set forth in agreement with the General Assembly.
Section 5. Resignation and expiration of membership. Members may resign from the Society at any time by giving written notice to the Secretary. The Society shall not refund any portion of dues paid during the period of their membership in the Society. Membership shall expire in case of death, expulsion or cancellation. Expulsion of a member in any class of membership and termination of his/her membership privileges shall be requested by the Executive Committee and shall become official after resolution of the General Assembly in case of (actual or previous) professional misconduct, unethical conduct or any other action potentially detrimental to the objectives and/or reputation of the Society. Cancellation due to non-payment of dues for a period exceeding one year shall be decided by the Executive Committee and shall become effective eight weeks after a final reminder.
Section 1. General Assembly. A meeting of all members (the "General Assembly") shall be held in conjunction with the scientific conference of IPEG, at such time and place as to conveniently fit in the conference program. Scientific conferences are held biennially; time and venue shall be determined by the Executive Committee, after proper review of submitted proposals and approval by the General Assembly. The General Assembly is called correctly if the agenda is announced at least four weeks in advance, and shall constitute a quorum independent of the number of attending members. All members in good standing are entitled to participate and can vote; each member has one vote and the right to vote is not transferable. Any member can call for a vote on any relevant matter, if seconded by another member. The act of a majority of the members attending the meeting and eligible to vote at a Membership meeting shall be the act of the Membership.
Section 2. Special Meetings. In order to transact business that may be urgent or critical for the Society, special meetings of the members may be called by the President or (upon written and individually signed request to the President) by one fourth of Active members in good standing. Postal ballots can also be held by the Secretary on behalf of the Executive Committee to transact urgent matters.
Section 3. Duties of the General Assembly. The General Assembly shall have the following duties:
a] to receive the reports from the Executive Committee and Auditors;
b] to release, vote and elect Executive Committee and Auditors;
c] to grant the membership privileges to new members accepted by the Executive
Committee;
d] to define the conditions for acquisition of membership and the size and time of payment of annual dues;
e] to pass resolution on the expulsion/cancellation of members;
f ] to pass resolution on amendments to the Articles of the Association;
g] to pass resolutions on the dissolution of the Society.
Section 1. Officers. The President, a Vice President, a Secretary, a Treasurer and two Members at Large (the "Officers") shall constitute the Executive Committee and shall govern the Society matters and call the scientific conference and General Assembly. The Executive Committee accepts new IPEG members and may establish ad hoc Committees or delegate (Corresponding) members to attend to pressing issues. An auditing Committee (two Auditors, nominated by the Executive Committee and approved by the Membership) shall review the accounts of the Treasurer and report to the Society at the biennial General Assembly or otherwise whenever required.
Section 2. Election and term of office. Any Active member in good standing for more than two years shall be eligible for any vacant position in the Executive Committee; Honorary and Corporate members shall not be eligible as long as they stay in any of these membership classes. The term of office shall be two years for the President and Vice-President and four years for any other Officer. Officers may be elected in the same office for only two consecutive terms. Election shall be held at the end of the General Assembly, and each officer shall serve until his/her successor has been duly elected and qualified.
Section 3. Vacancies. The Vice-President shall succeed the President and shall replace the President in case the same vacates his/her office before expiration of the term and when so acting will have all the powers of and be subject to all of the restrictions on the President. Any other vacancy occurring among the Officers for any reason shall be filled by unanimous vote of the Executive Committee or otherwise by mean of a postal ballot. An Officer selected under this provision shall serve until his/her successor has been duly elected and qualified pursuant the election procedures for Officers.
Section 4. Action of the Executive Committee. The Executive Committee shall govern the Society matters. In case of disagreement among Officers, a simple majority of votes cast by all members of the Executive Committee shall determine its action. In case of tie vote, the President's vote is decisive. The President shall preside over all meetings of the General Assembly and Executive Committee. The Secretary shall be custodian of archives and records, keep record of all proceedings of the Society, act as Secretary of the Executive Committee, record the acts and produce the minutes of the meetings of the Executive Board and General Assembly, and perform such duties as may be delegated to him/her by the President. The Treasurer shall have charge and custody of, and be responsible for, all funds and securities of the Society, receive and give receipts of money dues or funds payable to the Society from any source, and deposit all such money in the name of the Society, provide financial reports and in general perform all the duties incident to the office of Treasurer.
Elections and resolutions shall be decided on a simple majority of votes cast, unless otherwise determined. Elections may be called in the form of secret ballot or a show of hands. The Executive Committee has the right to hold postal ballots between meetings of the General Assembly. The ballots shall be called by the Secretary. Votes shall be regarded as abstentions if not received eight weeks after the date of mailing.
Alterations in the statute shall be made to fulfill resolutions passed by the General Assembly or in the case of postal ballots.
The decision to dissolve the Society shall be passed by the Membership following a
formal proposal by the Executive Committee, either during the General Assembly or by
postal ballot. In either case, approval by at least two thirds of members shall be
required.
Basel, November 1998
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