Charter
Articles of Incorporation of the
European Society for Traumatic Stress Studies [3]
The Board.
Article 11.
- The Board will be composed of three or more people who are appointed by the General Meeting. The appointment is made from among the membership, subject to the provisions laid down in paragraph 2.
- The General Meeting may decide to appoint one Member of the Board from outside the membership.
- The appointment of Members of the Board is made out of one or more binding nominations, subject to the provisions laid down in paragraph 4. Both the Board and ten or more Members are authorized to nominate candidates. A nomination has to be submitted in writing by these ten or more Members to the Board sixty days prior to the relevant meeting. The nomination will be announced to the Members prior to the commencement of the meeting.
- Every nomination can be deprived of its binding character by a resolution carried by a two-thirds majority of the General Meeting, taken in a meeting in which at least two thirds of the membership are represented.
- If no candidates have been nominated, or if the General Meeting decides to deprive the nominations of their binding character in accordance with the foregoing paragraph, the General Meeting is free to choose.
- If more than one binding nomination is made, the appointment will be made from these nominations.
Cancellation of tof the Membership of the Board. Retirement by rotation. Suspension.
Article 12.
- Every Member of the Board can be dismissed or suspended by the General Meeting at all times, even if he has been appointed for a definite period of time. A suspension that is not followed by a resolution to dismiss ends by the expiry of this term.
- Every Member of the Board will resign by rotation two years after his appointment at the latest, according to a schedule drawn up by the Board. The retiring Member may be re-appointed two times at the most, subject to the provisions in Article 11(7): a Member appointed to an interim vacancy, will take the place of his predecessor in the order of rotation.
- Finally, membership of the Board ends:
- by cancellation of the membership in the case of a Member of the Board appointed from among the Members;
- by retirement from the Board.
Positions in the Board. Decision-making by the Board.
Article 13.
- The Board will appoint from its Members a Chairman, a Secretary and a Treasurer. It may appoint a replacement for every one of these from its midst. A Member of the Board may hold more than one position at once.
- The Secretary keeps the minutes of every meeting, which are then confirmed and signed by the Chairman and the Secretary. Notwithstanding the legal provisions in force, the opinion of the Chairman on the materialization and the contents of a resolution is not decisive.
- Further rules with regard to Board meetings and decision-making by the Board may be laid down in the Internal Rules.
The task of the Board. Representation.
Article 14.
- Subject to the limitations laid down in the Articles, the Board is charged with the task of managing the Society.
- If the number of Members of the Board has sunken below three, the Board will still be authorized. However, it will be obligated to call a General Meeting in which the issue of filling the vacancy or vacancies is brought up for discussion.
- The Board is authorized to delegate certain parts of its task on its own responsibility to committees appointed by the Board.
- Subject to the approval of the General Meeting, the Board is authorized to decide to conclude agreements in order to obtain, alienate and encumber registered property, and to conclude agreements in which the Society binds itself as a surety or commits itself as joint and several debtor, in which the Society warrants performance by a third party, or provides security for a debt of a third party, and to represent the Society relating to these acts. Lacking the approval of the General Meeting referred to above, an appeal can be made against third parties.
- The Board will also need the approval of the General Meeting for resolutions regarding:
- renting, letting and in any other way obtaining or giving the use or enjoyment of registered property;
- concluding agreements whereby the Society is granted a bank credit;
- lending money, as well as borrowing money, excepting the usage of a bank credit granted to the Society;
- Without prejudice to the provisions made in paragraph 4, the Society will be represented by the Board. The authority to represent the Society is also vested in either the Chairman or in two other Members of the Board.