Statutes

Statutes: EEMS Constitution

(Previous revision June 1998)
(Latest revision February 2010)

1. Name and Status

The name of the Society shall be “The European Environmental Mutagen Society” (EEMS).

The EEMS is registered under the Charities and Trustee Investment (Scotland) Act 2005 (Scottish Charity No. SC003878) 1. The Registered Office of the EEMS is:

The European Environmental Mutagen Society
C/o, Alexander Sloan Accountants,
1 Atholl Place,
EDINBURGH,
EH3 8HP,
Scotland.

2. Objects

The EEMS is established to encourage the study of environmental mutagenesis, genetic toxicology, and related phenomena, particularly where these may be of concern to public health, by providing a pan-European forum to bring together individuals and organizations with interests and responsibilities in biomedical and/or environmental research, policy and regulation.

3. Powers

In furtherance of the above objects the EEMS shall
• Engage in and promote research;
• Organise conferences, workshops and other scientific activities;
• Encourage the publication of scientific communications associated with the activities of the Society e.g. EEMS annual conference abstracts, a newsletter, scientific papers; etc.
• Promote young scientist education and career development
• Act as the European Section of the International Association of Environmental Mutagen Societies (IAEMS).

4. Membership

Membership of the Society shall consist of Scientists, Scientific Institutes, Students or other persons who share the purposes of the Society and who have relevant knowledge and experience.

Members will ordinarily be resident in Europe and be members of their own National/Regional Environmental Mutagen Societies. However, non-European and individual members will be welcome.

The Executive Committee, after consultation with Council, may suspend any member from membership at anytime until the next meeting of the General Assembly when it will be decided whether the suspended member shall be expelled from the Society or restored to full membership.

The Executive Committee, after consultation with Council, may at its option appoint honorary members.

5. Subscriptions

Annual subscriptions shall be as recommended by the Executive Committee and confirmed by Council and approved by General Assembly.

A sum corresponding to the IAEMS subscription will be paid by EEMS on behalf of each Ordinary Member.

6. Organisation

The Society shall be managed by an Executive Committee and Council with oversight from the Trustees of the Society.
Executive Committee

The day-to-day affairs of the Society shall be managed by an Executive Committee consisting of five Officers, namely, the President, the Vice President, the Past President, the Secretary and the Treasurer.

Ex officio members may be co-opted on to the Executive Committee from time to time at the discretion of the Executive Committee.
Council

The Council shall consist of representatives of the National/Regional Societies that comprise the EEMS and the Officers of the Executive Committee, as ex officio members of the Council entitled to vote as Council Members.

The Council shall have oversight of the routine management of the Society by the Executive Committee, and shall have full power to approve or disapprove the recommendations of the Executive Committee, and shall in all things act for and in the name of the Society.

The Council will usually hold a Business Meeting once a year in conjunction with the Annual Scientific Meeting, or at an appropriate time as may be agreed if there is no Scientific Meeting in a particular year. The President, or the Vice President in the absence of the former, shall preside as Chairperson. One third of the members of the Council shall form a quorum. Where necessary, questions shall be decided by a majority of votes, and if the votes are equal the Chairperson shall have a casting vote in addition to his vote as a member. Voting may also be achieved by an on-line ballot at times in between Council Business Meetings, and the same rules as above shall apply.

Any three Councillors may call a Special Meeting of Council or Special Ballot thereof, by giving one month’s notice in writing or by email to the Secretary. The Secretary will immediately give written or email notice to Council of the Special Meeting or Ballot. One third of the members of the Council shall form a quorum and no other business than that specified in the notice shall be taken into consideration.

The President of any non-European Environmental Mutagen Society or his delegate may attend Council and/or Special Meetings but may not vote.

(iii) Trustees

The Trustees of the Society will advise and support the Executive Committee in achieving the Objects of the Society.

The Trustees are also responsible for making sure the Society is fully compliant to the expectations of the Charities and Trustee Investment (Scotland) Act, 2005.

7. Election of Officers, Councillors and Trustees

(i) Officers

The Vice President, as President elect, will be elected by ballot of the Society members. The successful election nominee shall serve sequential two year terms of office as Vice President, President and Past President. Appointments shall transition at the General Assembly following each two year anniversary from the original election date. Past Presidents are not eligible to be re-elected to sit on the Executive Committee again until a further period of two years has elapsed.

The Secretary is appointed by the President and shall serve a term of two years, which may be extended for a further one or two terms (i.e. up to a maximum of 6 years) at the discretion of the incoming President(s).

The Treasurer shall be identified by members of the Executive Committee and/or Council and be appointed by the President. S/he shall serve a term of two years, which may be extended for a further period of one or two terms up to a maximum of 6 years.

As long as EEMS is entitled to nominate four representatives in the Council of the International Association of Environmental Mutagen Societies (IAEMS), the President, Vice-President, Past-President and Treasurer will cover these roles.

In case any Officer shall die, resign, be removed or become unfit or incapable to act, the Executive Committee or Council may at any time appoint a member of the Society by a two/thirds majority of those present or voting on-line, and entitled to vote, to fill such vacancy on a temporary basis until the next election of Officers. An Officer appointed on a temporary basis shall not be debarred from immediately thereafter being elected as a permanent officer for a full term of office.

(ii) Councillors

National/Regional Members of the Council shall be nominated by their local Societies and shall serve for as long as those National/Regional Societies deem appropriate, according to the following rules;

National/Regional Societies will require a minimum number of 10 regular (full and paying) members to nominate a Councillor;

National/Regional Societies of more than 200 regular members may provide two Councillors;

Regional Societies may nominate one Councillor for each National state;

For each National/Regional Society, at least one Councillor has to be a member (regular or co-opted) of the Executive Committee of the National/Regional Society;

No more than one third of Council shall be made up of representatives from a single National/Regional Society.

Any Councillor may appoint a nominee to act for him at any meeting of the Council provided written authority is given;

Any member of the Council may be removed by a resolution of a General Assembly (or, if deemed necessary, a Special Assembly) which may proceed to fill the vacancy for an interim period until the next General Assembly where replacement Officers or Councillors will be formally elected according to the rules of the Society.

(iii) Trustees

The Trustees will comprise three respected and established members of the Scientific community nominated by the Executive Committee. Pending such appointment they may act as interim Trustees.

The Trustees will have no fixed term but will change from time to time at their own bequest or that of the Executive Committee. Trustees shall not automatically be Officers of the Society. In the event of any Trustee dying, resigning or being removed from Office another shall be appointed.

8. General Assembly

The General Assembly is open to all members of the Society and will generally be held in conjunction with the Annual Scientific Meeting. If there is no Scientific Meeting in a particular year, the General Assembly will be held at the next available opportunity. The General Assembly will receive and approve the President’s Report, the Vice President’s Report, the Secretary’s report and the Treasurer’s Report. At all General Assemblies the President, or if s/he be not present the Vice President, shall preside, or in the absence of both, the available Officers shall discuss with Council the nomination of a Chairperson from one of its own number. Fifty regular members shall form a quorum.

The General Assembly will also be informed of any on-line ballots that have been taken by Council since the previous Assembly and, where appropriate, will be asked to discuss and endorse any recommendations resulting from such ballots.

Any member of the Society who wishes to bring an issue before the General Assembly should direct such business through their National Councillor(s), who should then bring it to the attention of the Executive Committee, such that it can be discussed by the Executive Committee and Council before being presented to General Assembly.

9. Individual Responsibilities

President

The President will chair the General Assembly and have the standing to act as an ambassador for the Society. The President will also chair the Executive Committee and Council. S/he shall need to carry the confidence of the members and Council in ensuring that their interests are served and the values of the Society sustained. The President will lead the translation of ideas and policies formulated by Council and Executive into practical services and initiatives. S/he shall manage any administrative teams and be responsible for formulating strategic and business plans to enable the Society to reach its goals.
Vice President

The Vice President, as President Elect, will have the standing to act as an ambassador for the Society. The Vice President will deputise for the President and carry out the duties of the President as and when required. S/he is responsible for chairing the programme committee of the Annual Scientific Meeting of the Society, and also chairing the Awards Committee for the selection of Frits Sobels and Young Scientist Award winners.
Past President

The Past President is responsible for advising and assisting the President and President Elect on matters of importance to the Society. S/he is responsible for overseeing the continuity of the Executive Committee, including elections. It is the responsibility of the Past President to seek at least two nominations for Vice President as President elect.
Secretary

The Secretary, or a deputy, shall attend all Assemblies of the Society and all meetings of the Executive and Council. S/he shall record correctly the names of the Officers, other Members of the Executive Committee and Councillors present and the Minutes of the proceedings, to be authenticated by the signature of the Chairperson as the proceedings of the Executive Committee, General Assembly or Council. S/he shall produce all books, documents and property of the Society in his/her possession whenever required by resolution of an Assembly or by the Council or by the Trustees. S/he shall summon and give due notice of all Assemblies of the Society, the Council and any on-line business and keep the documents and papers of the Society in such manner and for such purposes as the Council and the Executive Committee may respectively appoint. The Secretary shall on all occasions, in the execution of his/her office, act under the superintendence, control and direction of the Council or the Executive Committee in whichever respective capacity s/he may be acting.
Treasurer

The Treasurer shall take charge of the Funds of the Society which are not invested and pay all demands when ordered to do so by the Society or by the Council by the other Officers for the time being. The Treasurer shall not expend or permit to be expended any sum in excess of 2500 euros without approval of the Executive Committee. All orders for payment of money under 2500 euros shall be signed by the Treasurer alone and all sums in excess of 2500 euros shall be signed by the Treasurer and countersigned by one other Officer.

The Treasurer shall produce all books, documents, property and money of the Society in his possession and render a full and clear account at each audit and whenever required by resolution of an Assembly or of the Council or by the Trustees. He shall also give up all books, documents, monies and property of the Society in his possession when required so to do by a resolution of an Assembly or of the Council or by the Trustees.
Accounts

The Treasurer shall ensure proper accounts of the Society are kept in accordance with the requirements of Chapter 6 of the Charities and Trustee Investment (Scotland) Act 2005 2.

A copy of the last annual balance sheet and of the report of the auditor on the balance sheet will be maintained by the Executive Committee and be made available for access by any member of the Society.

The Society shall appoint a qualified auditor to audit the accounts and balance sheet for each year. Subject to satisfactory performance, the auditor can be automatically re-appointed.

10. Alterations of Constitution

This Constitution shall not be amended or rescinded unless with the consent of two-thirds of the members present and voting at a General Assembly, or available and voting on-line, of which notice has been given specifying the intention to propose such changes. Changes to the Constitution can be approved by an on-line ballot of Council Members but must then be ratified by a General Assembly at which a two-thirds majority of all members present will be required for consent. Amendments can be initiated by the Executive Committee, by Council or by ten per cent of the members of the Society, such ten per cent to comprise not less than four different nationalities, and must be emailed or handed in writing to the Secretary sufficiently in advance of the ballot or meeting at which it is proposed to make such amendments or additions. The Secretary will submit to the Members of Council such additions or amendments with sufficient notice in advance of the ballot at which they are to be considered. Notwithstanding the foregoing the Executive Committee or Council shall have the right to propose bye-laws to a General Assembly for ratification by a simple majority provided they deal only with minor administrative matters and do not alter, add to or otherwise conflict with or supersede the Constitution of the Society.
Assets/Dissolution Clause

If it is necessary or advisable to dissolve the Society, notice of intention to disband the Society shall be given to Members at least two months before the date proposed for disbandment by the Secretary via written or email notice to Members of a Special Meeting of Dissolution.

Assets Clause: None of the Society’s assets may be distributed or otherwise applied (on being wound up or at any other time) except to further its charitable purposes.

Dissolution Clause: If on the winding-up of the Society any property remains after satisfaction of all the Society’s debts and liabilities, such property shall not be paid to or distributed among the members of the Society; that property shall instead be transferred to some other charity or charities (whether incorporated or unincorporated) whose objects are similar (wholly or in part) to the objects of the EEMS.
References

1. www.oscr.org.uk/CharityIndexDetails.aspx?id=SC003878

2. www.opsi.gov.uk/acts/acts1992/Ukpga_19920040_en_1

ANNEX to the rules

(last update: September 2008)
Representation of EEMS in the IAEMS Council.

As long as EEMS is entitled to nominate four representatives in the IAEMS Council, the President, Vice-President, Past-President and Treasurer will cover this role.
Representation of regional societies in the EEMS Council

The minimum number of members to nominate a councillor for a regional society is 10; societies of more than 200 members can have 2 councillors. Societies composed of different political entities (e.g. GUM) are allowed to have a councillor for each of the political units.

For each regional society, at least one councillor has to be member of the Executive Committee.
Committees
1) Nominating Committee

The Past-President acts as a chair of the Nominating Committee
2) Award Committee

The Award Committee that selects the winners of the Frits Sobels and Young Scientist award winners is composed by 7 members. It is appointed by the Executive Committee and chaired by the Vice-President. The duration of the mandate is of two years for a maximum of two consecutive terms.
Membership fees

The membership fee for individual members is fixed in 20 Euros.

National Societies will pay a fee of 10 Euros for each of their members.
Sustaining sponsorship

Since 2000, the resolution was adopted to not accept financial support by tobacco industries.