Charter
Articles of Incorporation of the
European Society for Traumatic Stress Studies [5]
Decision-making by the General Meeting.
Article 19.
- The opinion of the Chairman given at the General Meeting with regard to the result of the vote is decisive. The same applies to the contents of a resolution taken insofar as the vote was cast on a motion that had not been put down in writing.
- However, if the correctness of an opinion as referred to in the first paragraph is challenged immediately after it is given, a new vote will be cast if the majority of the meeting or, in the case that the original vote was not cast by roll call or by ballot, a holder of voting rights present at the meeting so desires. As a result of the new vote, the legal consequences of the original vote will no longer apply.
- Unless otherwise determined by the Articles or by law, all resolutions of the General Meeting are adopted by an absolute majority of the votes cast.
- Blank votes are considered not to have been cast.
- If no one person has obtained an absolute majority of the votes in an election, a second vote, or in case of a binding nomination, a second vote between the nominated candidates is taken. If still no one person obtains an absolute majority of votes, new votes will take place either until one person will have obtained an absolute majority, or until the votes will be equally divided between two candidates. In announced new votes (not including the second vote), the vote is cast between the persons who obtained the votes in the previous vote, excluding the person who obtained the least number of votes in this previous vote. If the least number of votes in the previous vote was cast on more than one person, it will be decided by lot on which one of those persons no more votes can be cast in the new vote. In the event that the votes are equally divided between two candidates, the drawing of the lots shall decide which one of the two is chosen.
- If the votes are equally divided on a resolution not related to the election of persons, the resolution shall be deemed to have been rejected.
- All votes are taken orally. However, the Chairman may decide that the votes are to be cast by ballot. If it concerns an election, any holder of voting rights present may demand that the votes are cast by ballot. A vote by ballot is taken by means of unsigned, closed notes. Decision-making by acclamation is allowed, unless any holder of voting rights demands a vote by roll call.
- A unanimous resolution adopted by all Members, even if they are not holding a meeting, carries as much weight as a resolution adopted by the General Meeting, provided that the resolution was adopted with foreknowledge of the Board.
- As long as all Members are present or represented in a General Meeting, valid resolutions can be adopted, provided that they are passed unanimously, regarding all business to be transacted - including a proposal to amend the Articles or to dissolve the Society - even if no notice to convene a meeting has been issued or if this notice has not been issued in the prescribed manner or if any other regulation with regard to convening and holding meetings or any related formality has not been observed.
Convening a General Meeting.
Article 20.
- General Meetings are called by the Board. The notice is issued in writing to the addresses of the Members as laid down in the membership register referred to in Article 4. The notice period will be at least seven days.
- In the notice, the business to be transacted is stated, without prejudice to the provisions in Articles 21 and 22.
Amendment to the Articles.
Article 21.
- The Articles of the Society can only be amended by a resolution adopted by a General Meeting, which has been convened stating that amendment of the Articles will be proposed at that meeting.
- Those persons who have issued the notice to convene a General Meeting in order to present a motion to amend the Articles, will have to put a copy of that motion, in which the proposed amendment is included verbatim, in a suitable place for inspection by the Members from five days before the meeting at the latest until the end of the day on which the meeting is held. Furthermore, a copy as referred to above will be sent to all Members.
- To pass a resolution to amend the Articles, at least two thirds of the votes cast are needed, in a meeting in which at least two thirds of the Members are present. If less than two thirds of the Members are present, a second meeting will be convened after this meeting, to be held within four weeks after the first meeting, in which the resolution under discussion in the previous meeting can be adopted regardless of the number of Members present, provided that it is adopted by a two-thirds majority of the votes cast.
- An amendment to the Articles will only take effect after a notarial instrument to this effect has been drawn up. Every Member of the Board is authorized to have the deed drawn up.