Articles of Association and regulations
Article 1. Name, duration, registered office and territorial scope
1.0. A not-for-profit Spanish civil association is incorporated under Basic Law 1/2002, of 22 March, and complementary regulations under the name Spanish Neuroscience Society, (Sociedad Española de Neurociencia, SENC).
1.0.1. The Society is incorporated for an indefinite period of time.
1.0.2. Its registered office shall initially be in Madrid, Spain, at Calle Arzobispo Morcillo s/n. This domicile may be changed if circumstances so advise, at the discretion of the Executive Board, with the approval of the majority of the General Assembly. This registered office does not limit the freedom of the Executive Board to call General Assemblies and Scientific Meetings wherever it deems appropriate.
1.0.3. The Society shall undertake its activities throughout Spanish territory.
Article 2. Objectives
2.0. The objectives of the Society are:
2.0.1. To promote the development of knowledge in the area of neuroscience, bringing together scientists of different disciplines and facilitating the integration of research aimed at all of the levels of organisation of the nervous system.
2.0.2. To promote education in the field of neuroscience.
2.0.3. To promote relationships with similar national and international societies and organisations.
2.0.4. To inform public opinion of the results and implications of current research in the different areas of neuroscience.
Artículo 3°. Members
3.0. The Society shall have six classes of membership: ordinary, honorary, emeritus, student, associate and protector.
3.0.1. Any distinguished Spanish or foreign scientist who has contributed significantly to the progress of neuroscience may be elected an honorary member.
3.0.2. Any qualified scientist of any nationality who conducts research in the areas of neuroscience and who has undertaken and published original, meritorious research may be elected an ordinary member.
3.0.3. On reaching retirement, an ordinary member who so wishes may become an emeritus member by written request submitted to the Executive Board.
3.0.4. Those students who are taking undergraduate or postgraduate studies in neuroscience or subjects related to neuroscience may become student members. The situation of the student must be demonstrated by means of the corresponding documentation.
3.0.5. Associated members may be elected those professionals interested in Neuroscience who are not included in the other categories (laboratory technicians or other specialists interested in the field of Neuroscience but who do not meet the requirements of ordinary members or students). Associate members should send their curriculum vitae along with the application.
3.0.6. Persons or organisations wishing to contribute to the support and development of the Society may be elected protector members.
3.1. Becoming a member.
3.1.0. Persons wishing to join the Society and meet the conditions laid down, whether as an ordinary member, a student member or an associate member, should apply through the website, attaching the required documentation. The processing of the application for membership is free of charge.
3.1.1. To be accepted as an ordinary, a student member or an associate member, candidates must meet the requirements laid down in Articles 3.0.2., 3.0.4. or 3.0.5., respectively, of these Articles of Association. The admission of ordinary and student members is the responsibility of the Executive Board, which will give the required notification to the General Assembly.
3.1.2. Honorary members shall be proposed by the Executive Board and elected by the General Assembly by a simple majority. They may also be proposed to the Assembly by a number of ordinary, honorary and emeritus members not less than the number of members of the Executive Board.
3.1.3. Protector members shall be accepted by the Executive Board, which will give the required notification of its decision to all of the members and to the General Assembly, when it is held. They may also be proposed to the Assembly by a number of ordinary members not less than the number of members of the Executive Board.
3.2. Rights of members.
The rights of the members of the Society are:
- To intervene in the General Assembly. Only ordinary and emeritus members have the right to vote on the adoption of decisions.
- Only ordinary members are eligible to form part of the Executive Board or other management bodies which might be designated.
- To attend all of the events of a general nature programmed by the Society.
- To participate in the programmes and activities authorised by the Executive Board and to receive the publications and programmes edited by the Society.
3.3. Obligations of members.
The obligations of members are:
- To participate actively in the activities of the Society, in a spirit of cooperation and interest in promoting and improving neuroscience.
- To submit to the provisions of these Articles of Association, and to all of the provisions and rules agreed by the General Assembly or the Executive Board within their respective areas of responsibility.
- To pay membership fees.
- Emeritus and honorary members shall be exempt from the payment of the membership fees of the Society and from any other economic charges.
3.4. Loss of membership.
Membership shall be lost for any of the following causes:
- By the wish of the member, expressed in writing to the President of the Executive Board.
- By a majority decision of the Executive Board -supported by a secret vote of the General Assembly- taken as a result of any failure by the member to comply with these Articles of Association or any decision of the General Assembly or the Executive Board.
- At the proposal of at least ten ordinary members of the General Assembly, which must be passed in a secret ballot.
- Failure to pay membership fees. A member who fails to pay the corresponding fee for the year shall be notified and shall have 60 days to rectify such non-payment.
Article 4. Management bodies
4.0. The management bodies of the Society are the General Assembly and the Executive Board.
4.0.1. There is also a Programme Committee and a Candidature Commission which support their work towards the objectives of the Society.
Article 5. General Assembly
5.0. The General Assembly of the Society is the debating and decision-making body. The Assembly may be ordinary or extraordinary, and with personal or virtual attendance. The General Assembly with personal attendance shall coincide, as far as possible, with the biennial scientific meetings. The virtual General Assembly shall be held by means of information and communication technologies.
5.0.1. The Ordinary General Assembly shall be held at least once a year in the manner and, if appropriate, the place designated by the Executive Board, which shall call the Assembly at least 20 and not more than 50 days in advance of the date it is to be held. The powers of the Ordinary General Assembly are those laid down in Article 5.1. of these Articles of Association.
5.0.2. The General Assembly may also be extraordinary, in which case it must be called in the way described, provided that it is agreed by the Executive Board or if it is requested in writing by one fifth of the ordinary and emeritus members, specifying in the request the matters to be addressed. An Extraordinary General Assembly may only address the matters for which it was called.
5.0.3. All members of the Society may take part in Ordinary and Extraordinary General Assemblies. At a virtual General Assembly, held remotely, only ordinary, honorary and emeritus members shall have personalised access to voting by means of electronic security codes.
5.0.4. For occasional consultations, the ordinary, honorary and emeritus members may also vote by post or by electronic means, at the discretion of the Executive Board.
5.0.5. Unless laid down otherwise in these Articles of Association, agreements shall be taken by the majority of votes of the ordinary, honorary and emeritus members participating in the General Assembly.
5.1. The powers of the General Assembly are:
5.1.1. To examine and approve, if appropriate, the annual reports to be presented by the Executive Board.
5.1.2. The supervision and approval of the administration of the Executive Board and the Commissions of the Society.
5.1.3. To take decisions on any other matters submitted to its deliberation and whose resolution is not attributed to the competence of any other body or member under these Articles of Association.
5.2. Pursuant to the provisions of section four of Article 21 of Basic Law 1/2002, of 22 March, all members shall have the right to challenge the decisions of the management bodies of the Association if they consider them to infringe the Law or these Articles of Association.
Article 6. The Executive Board
6.0.2. The members of the Executive Board shall be elected for four years from among the ordinary members, by postal or electronic vote of the ordinary, honorary and emeritus members of the Society. Half of the members of the Executive Board shall be elected in alternate elections, which shall, therefore, be held every two years.
6.0.3. The President shall hold the office for two years following the two years in which he/she was President Elect.
6.1. The list of candidates to be members of the Executive Board and President Elect shall be prepared by the Candidature Commission.
6.2. The quorum of the Executive Board which is necessary to take decisions shall be not less than four members.
6.3. The Executive Board shall meet on the occasion of the scientific meetings and whenever the President or any of the members considers necessary. The Board may consider and vote by post on specific proposals submitted to it by the President.
6.3.1. The notices calling the meetings of the Executive Board shall be given by the President at least 10 days in advance of the date of the meeting.
6.4. Vacancies on the Executive Board shall be occupied by designation of the President, after prior consultation with the Board, from among the list of ordinary and emeritus members and until the following election.
6.5. The decisions of the Executive Board at its sessions shall be adopted by the majority of the votes of the members attending.
6.6. The Executive Board is responsible for the performance of the activities of the Society and shall hold the competences which are not expressly reserved for the General Assembly or any other office. The Executive Board shall be responsible for:
6.6.1. Designating the Candidature Commission and the Programme Committee.
6.6.2. Designating, organising and dissolving special delegates, groups or Commissions for the performance of activities and/or the implementation of agreements taken by the Executive Board. Officeholders representing the Society must be confirmed by the General Assembly.
6.6.3. Complying with and enforcing the Articles of Association and the decisions taken by the management bodies of the Society.
6.6.4. Drawing up and approving the report, accounts and annual budget of income and expenditure.
6.6.5. Administering the funds and assets of the Society.
6.6.6. Establishing the appropriate procedures for the best, most orderly management of the business of the Society.
6.6.7. Proposing modifications to the Articles of Association and approving the procedure for appointment to office on the Executive Board.
6.6.8. Proposing the membership fees.
6.6.9. Organising a biennial scientific conference during which, if possible, a General Assembly with personal attendance shall be held.
6.7.0. The Executive Board, in compliance with the objectives proposed, shall consider the publication of scientific material, such as papers, monographs and magazines.
6.8. The President shall have competence for:
6.8.1. The executive management of the Society.
6.8.2. Chairing the meetings of the Executive Board and the General Assembly.
6.8.3. Representing the Society before third parties.
6.8.4. Delegating powers to third parties with the approval of the Executive Board.
6.9. The Vice-President shall have competence for:
6.9.1. Acting for the President in his/her absence, in which case the Vice-President shall exercise the powers of the President on the basis of the written delegation by the President or through the agreement of two thirds of the Executive Board.
6.10. The President Elect shall have competence for:
6.10.1. Representing the Society on the occasions on which the President and the Executive Board so decide.
6.11. The Secretary shall have competence for:
6.11.1. Acting as Secretary at the General Assemblies, meetings of the Executive Board and other meetings of the bodies of the Society.
6.11.2. Taking minutes of the meetings and keeping the corresponding records.
6.11.3. Keeping the correspondence, register of members and running the general affairs of the Society.
6.12. The Treasurer shall have competence for:
6.12.1. Taking custody of the funds of the Society.
6.12.2. Keeping account of income and expenditure on the books of the Society and depositing the funds of the Society in its name and at its order.
6.12.3. Providing those funds when the Executive Board so requires. He/she may also do so at the request of the President who must subsequently inform the Executive Board.
6.12.4. Being accountable to the Executive Board at regular meetings or when the Board so requires.
Article 7. The Programme Committee
7.0. The main functions of the Programme Committee shall be the scientific organisation of the biennial conference and other meetings of the Society, and the establishment of the scientific disciplines. Modifications to the scientific disciplines must be ratified by the General Assembly.
7.0.1. It shall be governed by the rules of operation approved by the Executive Board and made public to the members of the Society.
7.0.2. It shall be accountable to the Executive Board.
7.1. The Programme Committee shall be made up of the President and the Secretary of the SENC, the Chair of the Committee during the previous two-year period, and a number of additional members to be determined by the Executive Board and which shall be at least equal to the number of scientific disciplines established.
7.1.1. Members shall be appointed by the Executive Board at the proposal of the Candidature Commission for a period of four years, with half of the members being renewed every two years.
7.1.2. The Chair of the Committee shall be appointed from among the members of the Committee by the Executive Board of the Society and shall hold office from one biennial conference to the next.
Article 8. The Candidature Commission
8.0. The Candidature Commission shall draw up lists of candidates for election to the Executive Board and to the Programme Committee.
8.1. The Candidature Commission shall be made up of six members and the President Elect of the Executive Board, who shall chair the Commission.
8.1.1. Three of the members of this Commission shall be appointed by the Executive Board from among its members and the other three shall be elected by and from among the ordinary and emeritus members before the month of February in the year of the elections.
8.2. Candidatures for the Executive Board and the Programme Committee may be submitted in writing by any ordinary, honorary or emeritus member up to 15 days prior to the meeting of the Candidature Commission, which shall be called by the Executive Board.
8.2.1. An ordinary, honorary or emeritus member may propose up to four persons for each of the offices on the Executive Board and up to a number equal to the number of scientific disciplines for the Programme Committee.
8.3. The Commission shall consider all of the proposals received for President Elect and members of the Executive Board, it shall add its own proposals and draw up a list with two or three names for each office. In doing so, the representation of the different scientific disciplines established shall be taken into consideration.
8.4. The Commission shall consider all of the proposals received for the Programme Committee, it shall add its own proposals and draw up a list with, if possible, three candidates for each one of the scientific disciplines established.
8.5. The Commission shall seek the consent of the candidates who are to be named.
8.6. The Commission may not propose any of its own members as a candidate.
8.7. The list of candidates must be drawn up within 60 days from the deadline for the reception of proposals. The Candidature Commission shall thus complete its task, unless, in an emergency situation, its opinion is again requested by the President of the Society or by the Executive Board.
Article 9. Scientific meetings
9.0. The Society shall organise a conference every two year to bring together its members in a place and at a time to be decided by the Executive Board. The Executive Board shall be responsible for the administrative organisation of the conference, which it may delegate to a committee appointed for the purpose. The Programme Committee of the Society shall be responsible for the scientific organisation.
9.1. The Society may organise or sponsor other general or monographic scientific meetings.
9.2. The biennial conferences of the Society shall be announced at least one year in advance and other meetings, at least three months in advance.
Article 10. Economic management
10.0. The Society has no founding assets.
10.1. The assets of the Society consist of the membership fees, of the surplus, if any, from the scientific meetings, subsidies, contributions or donations, and any other legal resources.
10.2. The funds of the Society must be deposited by the Treasurer and the President in a bank account in the place of the registered office of the Society.
10.2.1. The President and Treasurer shall be responsible for ensuring that the Society’s funds are used only and exclusively for the purpose of achieving the objectives of the Society.
10.2.2. Any extraordinary expenditure must be approved by the Executive Board.
10.3. The annual budget shall be submitted to the General Assembly for approval.
10.4. The financial and business year of the Society shall be the calendar year, closing on 31 December each year.
Article 11. Modification of the Articles of Association. Dissolution of the Society
11.0. These Articles of Association may be modified by a majority of two thirds of the votes in the Assembly of the Society. Proposals for modifications must be submitted by the Executive Board or by a number of members greater than 10% of the ordinary, honorary and emeritus members, and they must be published on the website of the Society and notified by e-mail to all of the members within a deadline of not less than 30 days prior to the date laid down for the General Assembly. The modifications shall come into force immediately after acceptance by the Assembly of the Society.
11.1. The Society may dissolve itself through the vote in favour of two thirds of the ordinary and emeritus members in a General Assembly called for the purpose and in accordance with the rules established in these Articles of Association.
11.1.1. In the case of dissolution, the General Assembly shall establish the exact rules by which it is to be carried out.
11.1.2. The assets of the Society resulting from the dissolution shall be used for the purposes and in the manner determined by the General Assembly, in accordance with the legislation on Associations at the time being.