CONSTITUTION |
STATUTES
BY-LAWS
STATUTES
I. NAME AND ADDRESS
I.1. The name of The Society is the European Microscopy Society (EMS), hereafter called "The Society".
I.2. The official address of The Society is given in the By-Laws, paragraph A.4
I.3.
The EMS serves as 'Regional Society' within the International
Federation of Societies for Electron Microscopy, IFSEM.
II. AIMS OF THE SOCIETY
II.1.
The aims of The Society are to promote the use and the
quality of microscopy in all its aspects in Europe, with particular
reference to developments in instrumentation and methodology and
novel applications of all types of microscopy. Although light,
electron and scanning-probe microscopy are expected to occupy a large
place in the activities of The Society, no form of
microscopy is excluded.
II.2. To achieve its goals, The Society will:
initiate and support the organisation of European Microscopy Congresses (EMC)
II.3.
EMS will leave the structure and individual character of the national
societies for microscopy intact and inviolate.
III. MEMBERSHIP
III.1. The Society is composed of individual members and corporate members.
III.2. Any microscopist, whether or not a member of a national society for microscopy in Europe, is eligible for membership of the European Microscopy Society. Any company producing and/or selling products used in the field of microscopy, can become a corporate member.
III.3.
The EMS will encourage (partial) en-bloc membership of national
societies for microscopy, whereby every member of the national
society is a member of EMS.
In
exceptional circumstances, a national society may cooperate with EMS
by submitting only part of its membership for 'partial en-bloc'
membership.
National societies cooperate with EMS by collecting
the annual en-bloc membership fee and by providing EMS with an
electronic list of names and addresses of the en-bloc members.
En-bloc
or partial en-bloc EMS membership is not restricted to one society
per country, but only one society per country can be represented at
the General Council (see para. VI.2 of this constitution.)
III.4. Membership is available to any individual microscopist.
III.5.
Any individual or corporate member may withdraw from The Society,
provided that obligations are fulfilled up-to-date. When
membership is cancelled in accordance with the by-laws, all rights in
connection with The Society are lost.
The EMS cannot accept the resignation of members whose national society
has adopted en-bloc membership.
Any EMS member taking part in the (partial) en-bloc membership formula,
is supposed to primarily decide on his/her membership(s) with his/her
national society.
III.6. Communication between EMS and its members is principally performed by electronic mail or by publishing information on The Society's web site.
III.7. National societies for microscopy may freely include data provided by EMS in their newsletters or web sites.
III.8.
EMS will include links to the web sites of national, regional and
international societies for microscopy and corporate members in its
own web site.
IV. ADMINISTRATION
IV.1. The work of The Society shall be conducted by:
The General Assembly held during a European Microscopy Congress (EMC)
IV.2. All contracts and agreements involving The Society shall be signed by the president and the secretary, or, in the absence of these, the past or incoming president (in that order).
IV.3. In dealing with other organisations and civil and legal matters, the president shall be the official representative of The Society.
IV.4.
The president has the right to assign a well-defined task to another
member of the Executive Board. The president informs the other
members of the Executive Board of such decisions.
V. GENERAL ASSEMBLY
V.1. The General Assembly is held during a European Microscopy Congress (EMC) or International Congress for Electron Microscopy when organised in Europe, and is composed of paid-up members of The Society. A General Assembly can only take place outside Europe when an EMC is held outside Europe.
V.2. The secretary of the Executive Board prepares the agenda for the General Assembly. The agenda is approved by the Executive Board before it is made available three months in advance of the General Assembly.
V.3. The president of the Executive Board serves as chairman of the General Assembly, or in his/her absence, the secretary or the past-president will serve.
V.4. All paid- up EMS members, including members of the Executive Board, have one vote in the General Assembly. (When technical developments allow voting by email, a new proposal will be formulated.).
V.5. No meeting of the General Assembly shall have the power to make valid decisions unless a quorum of 50 members are present. If the number of participants is insufficient, the meeting is adjourned.
V.6. Decisions of the General Assembly are taken by a simple majority of votes, with the exception of the matter described in By-Laws B4. In the event of an equal division of votes, the chairman shall make the final decision.
V.7. Two representatives of the Trade Committee will participate and have voting rights in the General Assembly.
V.8. The General Assembly:
shall decide on the acceptability of the report of the president, describing the activities of the Executive Board, the committees and the EMS during the period between two EMC's.
VI. GENERAL COUNCIL
VI.1. The General Council is held during every EMC in conjunction with and directly following a General Assembly. The General Council is composed of i) representatives of national societies for microscopy in Europe, that have adopted (partial) en-bloc membership of EMS, ii) the members of the Executive Board, and iii) two representatives of the Trade Committee.
VI.2. National societies for microscopy, that have adopted (partial) en-bloc membership of EMS, and have less than 300 members, will have one representative with one vote. Societies with a membership over 300 will have two representatives, each with one vote. Only one society per country can send representatives to the General Council. When two societies are active in one country, the society with the largest EMS membership will be represented at the General Council.
VI.3. The secretary of the Executive Board prepares the agenda for the General Council. The agenda is made available three months before the date of the General Council.
VI.4. The president of the Executive Board serves as chairman of the General Council, or in his/her absence, the secretary or the past-president will serve.
VI.5. Representatives of national societies should be paid-up EMS members.
VI.6. No meeting of the General Council shall have the power to make valid decisions unless more than 50% of all societies that decided for (partial) en-bloc membership of EMS are represented. In case of insufficient participation, decisions are postponed until the next meeting of the General Assembly.
VI.7. Decisions of the General Council are taken by simple majority (> 50%) of votes. In the event of an equal division of votes, the chairman shall make the final decision. (When technical developments allow voting by email, a new proposal will be formulated).
VI.8. The General Council:
shall decide on the venue of the next EMC. The decision is based on a vote, taken after a presentation and discussion of proposals made by a national society or societies for microscopy that engage themselves to host an EMC.
Criteria for writing a proposal are given in the by-laws (Section F).
VII. EXECUTIVE BOARD
VII.1. Members of the Executive Board are elected in the following functions:
VII.2. Candidatures for the above functions are collected by the Executive Board and votes are cast by the General Assembly; the past president, the two organisers of the EMC and the trade representatives have no vote.
VII.3. Candidates may be proposed by the Executive Board, national societies, or a group of twenty EMS members on the basis of:
a
curriculum vitae
their achievements in microscopy
their
scientific field of interest
their potential of contributing to
the aims of The Society
their country of origin
VII.4. Written proposals are to be received by the secretary three months prior to the date of elections.
VII.5. The Executive Board will make a balanced proposal from the list of candidates to become member of the next Executive Board, in such a way that the proposed candidates represent different countries in Europe and represent different disciplines in microscopy from the physical, life sciences, and instrumentation areas. The complete list of all proposed candidates will be published two months before the General Assembly. Any candidate may be elected by the General Assembly, subject to limiting rules in other paragraphs of this Constitution and By-Laws.
VII.6. No more than two members of the Executive Board shall come from the same country, nor shall any one person hold two offices simultaneously. President, secretary and treasurer should be residents of different countries.
VII.7. The Executive Board should not contain more than twelve members, regardless of their function.
VII.8. The Executive Board shall carry out the decisions of the General Assembly and the General Council. The President, Secretary and Treasurer have the right to represent the EMS in other organisations.
VII.9. During the periods between meetings of the General Assembly, the Executive Board shall have full power to carry on the business of The Society. If necessary it may make interim arrangements in addition to all matters described by the constitution.
VII.10. The Executive Board, in particular the president and the treasurer, shall report on their activities to the General Assembly.
VIII. FINANCES
VIII.1. The Executive Board, in particular the treasurer, shall be responsible to the General Assembly for all the financial affairs of The Society.
VIII.2. The amount of the annual fee for (partial) en-bloc members and individual members is determined in euro by the General Assembly for the period to the next meeting and is recorded in the by-laws.
VIII.3. Each EMS member shall pay his/her annual fee before the 1st of March of each year.
VIII.4. Microscopists who are members of several national societies for microscopy should only pay once a year to EMS. National societies involved in (partial) en-bloc membership should make a list available to the treasurer of EMS to enable him/her to check these memberships. In case of multiple membership, the EMS member only pays his duties in the country of residence.
VIII.5. EMS receives financial contributions from:
VIII.6. The Executive Board shall prepare a budget, to be approved by the General Assembly, for the four- year period following the General Assembly.
VIII.7. The treasurer presents a detailed report every four years at the General Assembly held during an EMC, describing the income and expenses of The Society. This report will be published on the web site of The Society, three months prior to the date of the General Assembly. The report and the financial documents will be checked by two independent auditors, members of EMS. Auditors are invited to check the budget and are provided with a detailed financial report and copies of bills paid by the Treasurer. Auditors are invited by the Executive Board and elected by the General Assembly for a period of not more than 8 years between EMC's. The treasurer will be relieved from his/her financial responsibility after approval of his/her report by the General Assembly.
VIII.8. The finances of The Society shall be used to further the aims of The Society as expressed in this constitution. Such uses may include the payment of expenses incurred by officers in carrying out the business of The Society and the establishment of a permanent office with administrative personnel.
VIII.9.
In case of difficulties with payment,
the Executive Board has the power to reduce
financial contributions for a period of not longer than two years and
to relax the related conditions of payment.
IX. DURATION OF THE SOCIETY
IX.1. The duration of The Society is not limited. The Society shall not be dissolved, except on a motion presented at the General Assembly. Such a motion shall be put to a vote of the General Assembly. At least two thirds of the votes shall be required for dissolution. In the event that a quorum is not present, or when two thirds of the number of votes is not realised, an email ballot should be organised. In such a ballot two thirds of the votes shall be required for dissolution.
IX.2. In the event of dissolution of The Society, the General Assembly shall appoint a special committee for the liquidation of the assets of The Society. The net assets shall be donated to one or more international organisations.
X. FINAL STATEMENT
X. 1. Amendments or changes to these statutes can only be made after a two thirds legal vote of the members of EMS at a General Assembly. The Executive Board or a group of 20 EMS members has the right to propose amendments or changes to the statutes at the General Assembly by a written proposal to be received by the secretary three months before the meeting.
BY-LAWS OF THE EUROPEAN SOCIETY FOR MICROSCOPY
A. GENERAL
A.1. Amendment or change of the by-laws requires a majority (> 50 %) of the votes at the General Assembly. The Executive Board or a group of 20 EMS members has the right to propose amendments to the by-laws at the General Assembly.
A.2. The present English text of the constitution and by-laws is the only authoritative text. Where disputes arise concerning the interpretation, the matter shall be decided by the General Assembly or, during the period between EMC's, by the Executive Board. Such a ruling shall be reported to the General Assembly at its next meeting.
A.3. If the procedure for holding elections cannot be followed, owing to circumstances beyond the control of The Society, the Executive Board shall remain in office and the business of The Society shall be carried out until a new General Assembly can take place.
A.4.
The official address of The Society is at the office of the
Treasurer:
Prof. dr. L. Ginsel, Department of Anatomy and Cell
Biology, UMC St. Radboud, P.O. Box 9101, 6500 HB Nijmegen, The
Netherlands.
B. MEMBERSHIP
B.1. A microscopist wishing to join EMS, can become a member either through (partial) en-bloc membership of a national society for microscopy, or by sending a written application for membership to the secretary. Application forms can be obtained from the secretary, or are available on the web site of the EMS.
B.2. Without further notice, automatic renewal of the membership and the obligation to pay the membership fee is assumed, unless the member explicitly notifies the secretary of EMS in writing before the date of March 1st of the current year.
B.3. Communication between the Executive Board and the membership will be performed by email and publication of data on the web site. Members specifically requesting communication by surface (traditional) mail, will be liable to pay the annual individual membership (see E3).
B.4. The General Assembly shall rule on the acceptability of any change in the nature of the EMS membership. The Executive Board shall examine any membership application and changes in the membership. It will convey its recommendations to the General Assembly. A two-thirds majority vote of the delegates present at the General Assembly is required for any changes in the conditions for membership of EMS.
B.5. A two-thirds majority of the votes at the General Assembly is necessary to terminate the membership of a member of EMS. A member to be considered for termination shall receive a written note from the secretary indicating the reason for the proposed termination. The note will be sent to the member at least three months prior to the General Assembly.
The member has to be given the opportunity to address the General Assembly. During the voting, the member concerned should leave the room.
B.6. Failure to pay the annual membership fee for two consecutive years automatically leads to the cancellation of any type of membership of the EMS. Members in arrears with their contribution are warned only once.
C. GENERAL ASSEMBLY AND GENERAL COUNCIL
C.1. The General Assembly and General Council should meet at least once a year, the General Council every four years, in conjunction with an EMC. or large scale microscopy meeting in Europe. The date, the place and the agenda of the meeting shall be announced by the secretary at least three months in advance by publication of the available data on the web site of The Society.
C.2. The agenda of the General Assembly and General Council shall be composed by the secretary and be approved by the Executive Board before publication on the web site.
C.3. Any group of twenty EMS members may propose subjects for discussion at the meeting of the General Assembly. Such proposals shall reach the secretary at least three months before the meeting. A subject not placed on the agenda can be discussed at the General Assembly only if approved by at least half of the delegates with voting rights.
C.4. Corporate members (see section G) and national microscopy societies with (partial) en-bloc membership shall make known (in writing) to the secretary, not later than one day before the General Council meeting, the name(s) of their representatives.
C.5. Each national microscopy society shall be represented at the General Council meeting by its representatives. Each representative shall have only one vote.
C.6. The president of the Executive Board may invite observers, representing scientific bodies, organisations or individuals to attend a meeting of the General Assembly and General Council. Such invited guests may take part in the discussion but have no voting powers.
C.7. Minutes of meetings of the General Assembly and General Council shall be made by the secretary within three months of the adjournment of the meeting. The minutes shall be published on the web site and sent by email to the secretaries of societies for microscopy in Europe and officers of the Executive Board of IFSEM, the International Federation of Societies for Electron Microscopy.
C.8. After approval by the Executive Board and the General Assembly, two copies of the approved minutes shall be signed by the president and the secretary and shall be kept by the president and the secretary and handed over to their successors.
D. EXECUTIVE BOARD
D.1. The officers of the Executive Board are elected by the General Assembly. Those nominated for office must be in current membership of EMS.
D.2. At least 1 year before the meeting of the General Assembly, the president and members of the Executive Board will start preparing a list of possible candidates for the functions in the Executive Board that should be filled by election. The candidates must provide the material as mentioned in VII.4. of the statutes. The list of candidates should be made known to the membership at least three months before the meeting of the General Assembly.
D.3. The change of mandates takes place at the closing of the General Council.
D.4.
The president of The Society shall first be elected as
incoming-president for a period of four years. At the end of this
mandate he/she is automatically candidate for the function of
president but should be elected by the General Assembly in that
function. At the conclusion of this mandate, she/he shall
continue as past-president for another term of four years. The
president is not eligible again for president.
The secretary and
treasurer shall be elected for a period of four years and can be
re-elected in their functions.
Membership of the Executive Board,
irrespective of function, re-election, change of function, separate
terms in office, should not exceed twelve years. The organisers of
EMC and the past-president are excluded from this rule.
Members of the Executive Board should be re-elected at each General Assembly.
D.5. In the event of the resignation, death or disability of any member of the Executive Board, the remaining members of the Executive Board are entitled to re-distribute their functions to the best of their judgement. They have the right to fill positions by coopting new acting member(s) until the next General Assembly up to a total number of ten members.
D.6. The election of the Executive Board shall be made in the following order
D.7.
Should there be more than two candidates for any function in the
Executive Board, and should one candidate not receive a single
majority of votes in the first ballot, a second ballot shall be held
among the two candidates that collected most votes.
Voting shall be done by secret ballot and two tellers shall be appointed by
the General Assembly to conduct the ballot. (When future technical
developments allow voting by email, a new proposal will be
formulated.).
D.8. The president and secretary communicate their business regularly to other members of the Executive Board by email.
D.9. The Executive Board shall meet in advance of the General Assembly. The Executive Board may also meet at conferences with an European extension, or at international meetings organised by IFSEM. At a meeting of the Executive Board a single majority of the officers shall constitute a quorum. The agenda of an Executive Board meeting will be distributed by email to all members of the Executive Board, enabling the members to give their opinion on points on the agenda, prior to the meeting. During the periods between meetings of the Executive Board, voting may take place by email. Decisions of the Executive Board shall be made by a simple majority. The president or the secretary may invite an individual to be present at the meeting of the Executive Board. Such an invited guest may take part in the discussion, but shall have no voting power.
D.10. Minutes of the meeting of the Executive Board shall be made by the secretary.
D.11. The president of The Society is the chairman of the General Assembly, the General Council and the Executive Board. He/she is an ex-officio member, with voting power on all committees of The Society. If unable to attend a particular meeting, he/she may appoint a deputy from amongst the members of the Executive Board.
D.12. The secretary is also secretary of the General Assembly, the General Council and the Executive Board. He/she is an ex-officio member with voting power on all committees of The Society. He/she is responsible for conducting the ordinary business of The Society, including the administration and for keeping its records. He/she shall also keep records of meetings of all the committees and other bodies of The Society.
D.13. Members of the Executive Board are expected to act primarily in the interest of the EMS and not as representatives of their national society.
E. FINANCES
E.1.
After acceptance of the (partial) en-bloc membership by the Executive
Board of EMS, the annual membership fee is due by March 1st of each
year.
National societies for microscopy that adopt (partial)
en-bloc membership of EMS, collect the annual membership fee and
transfer this money in one sum to the treasurer before 1st of April
of each year.
Individual members pay an annual fee directly to the treasurer before March April 1st of each year.
E.2. The fiscal year of The Society and all its committees shall be the calendar year.
E.3. The financial contributions to the EMS are determined as follows:
All
annual contributions are due by March 1st of the fiscal year.
EMS members will pay a reduced registration fee for an EMC.
E.4. The treasurer of The Society is responsible for the financial transactions of The Society. He/she will warn any paying body of EMS which is in arrears with its fees that it shall will be deprived of its voting power and other rights and that it will be excluded from membership or representation in The Society on July 1st of the fiscal year.
E.5. The accounts of The Society shall be audited at the end of each four years before being presented to the General Assembly. For this purpose two auditors shall be elected by the General Assembly.
E.6. The Executive Board will examine written requests for (partial) en-bloc membership at a reduced rate by national microscopy societies from disadvantaged countries. Favourable decisions will can be re-examined at two year intervals.
F. HOSTING THE EUROPEAN MICROSCOPY CONGRESS
F.1. A member organisation intending to host and organise a European Microscopy Congress (EMC) shall present a written proposal to the secretary of the Executive Board at least three months before the General Assembly.
F. 2. The proposals should contain information about:
F.3. Although a EMC will not be organised to make a profit, any profits that do emerge will be shared between the EMS and the local organisers in proportions decided in advance.
F.4. To compensate for the fact that EMS cannot cover any losses or deficits in the organising of an EMC, EMS will provide capital to local organisers, enabling them to commence with their organisation. This amount of money has to be returned as soon as registration fees or any other revenues are received by the local organisers.
F.5. Organisers of an EMC are required to sign an agreement, setting out the general principles and conditions to be adhered to. Such an agreement contains the following text:
Assignment
of the Xth EUROPEAN CONGRESS ON MICROSCOPY
to the X Society for Microscopy has been made after
discussion and voting by the General Council of EMS at the EMC in
place, date.
The approved proposal included specifications of scientific prospectus, facilities (lecture halls, exhibition space) costs and accommodation (hotels, student dormitories).
The assignment has been made with the understanding that the Congress is not profit-oriented. Profits should be used for the advancement of scientific goals after approval by EMS and IFSEM.
Since the Congress will be run under the auspices of EMS and IFSEM, the organisers agree to the following:
F.6. All matters concerning the budget and the scientific content of the meeting will be settled jointly by the local organising committee and the Executive Board of the EMS. The EMS will provide support and guidance to local organisers and in no sense supplant them or limit their action.
G. TRADE COMMITTEE
G.1. In order to give the industrial partners in microscopy a voice within the EMS, the corporate members of EMS are organised in a Trade Committee.
G.2. The Trade Committee serves to improve contacts between companies marketing microscopes and/or accessory products and EMS, with particular reference to the organisation of EMC's and other meetings and activities within the EMS.
G.3. Companies interested in establishing and maintaining relations with EMS, are invited to contact the secretary and, after approval of their application by the Executive Board, they will be offered corporate membership of EMS. Corporate members will pay an annual fee to EMS. The amount of this fee will be decided by the Executive Board and will be recorded in the by-laws. Corporate members of EMS will pay a reduce fee per square metre for exhibition space, will receive a number of free registrations, and will pay a reduced fee for extra participants in a European Microscopy Congress.
G.4. The Trade Committee will define its own rules to optimise its activity. This activity includes the election of representatives towards the EMS. The Executive Board will receive a copy of the written text describing the structure and working of the Trade Committee.
G.5. The Trade Committee elects two representatives for the General Council, and one representative acting as a member of the Executive Board. These representatives have full voting rights.
1. EMSconstitution04.doc, written by Eddie Wisse, first distribution August 2nd 2000, final version February 28, 2001
2. EUREM/EMC meetings took place in: Stockholm (1956), Delft (1960), Prague (1964), Rome (1968), Manchester (1972) Jerusalem (1976), The Hague (1980), Budapest (1984), York (1988), Granada (1992), Dublin (1996). Brno (2000)
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