Article 1: Name, Seat, Fiscal Year
(1) The Society shall bear the name “European Neuroendocrine Tumor Society e.V. (ENETS)”.
(2) The Society shall have its seat in Berlin.
(3) The Society shall be entered in the Register of Societies.
(4) The fiscal year of the Society shall correspond with the calendar year.
- Article 1: Name, Seat, Fiscal Year
- Article 2: Purpose of the Society
- Article 3: Non-profit Status
- Article 4: Membership
- Article 5: Membership Fees and other Funding
- Article 6: Organs
- Article 7: Executive Committee and Extended Executive Committee
- Article 8: Advisory Board
- Article 9: General Assembly
- Article 9a: Online General Assembly
- Article 10: Dissolution of the Society
- Article 11: Additional Regulations
Article 2: Purpose of the Society
The purpose of the Society is to promote science and research in the field of neuroendocrine tumor diseases. The Society’s activities shall be purely scientific. Primary purposes of the Society are:
- the promotion of basic research on neuroendocrine tumor diseases and innovative diagnostic and therapeutic procedures,
- the continuation of the hitherto successful cooperation between European Centers of Excellence,
- the promotion of young researchers in the field of neuroendocrine tumor diseases,
- the promotion of research through the raising of funds and the establishment of endowed professorships,
- the promotion of science through the establishment of service areas,
- the promotion of research through the collective use of technical resources,
- the promotion of the dissemination of advancements in the medical treatment of neuroendocrine diseases and the protection of interests of affected patients and treating physicians,
- the promotion of the Europe-wide transfer of advancements in research and medical treatments into teaching and postgraduate training,
- the recognition and representation of mutual objectives of clinicians and basic researchers in this field.
In this way the Society shall serve the interests of patients, physicians, scientists and medical students alike.
The aforementioned purposes shall be attained by means of:
- the Society’s independent implementation of European and international research projects with the inclusion of European experts,
- the professional support of the research projects of other institutions,
- raising international public funds and financial resources from commercial enterprises both in Germany and abroad,
- the finalization of cooperation agreements and contracts for the implementation of research projects,
- the publication of research results and consensus guidelines for implementation across Europe,
- the establishment and extension of a network of clinicians and researchers,
- the publication of all research results in due time,
- the organization of conferences, symposia, colloquia, and seminars,
- the promotion of the international exchange of new research results in the field of diagnosis and therapy of neuroendocrine diseases,
- the organisation and improvement of international cooperation and publication in the aforementioned research areas,
- the implementation of proven advancements into postgraduate courses for clinicians working in patient care,
- public relations.
Article 3: Non-profit Status
(1) The Society shall solely and directly pursue charitable purposes as defined by the chapter about tax-privileged purposes of the German Fiscal Code.
(2) The Society’s activities are not self-seeking. It does not pursue its own profit as a primary object. The Society’s funds shall only be used for purposes in accordance with these Bylaws.
(3) The members of the Society shall receive no remuneration from the Society’s financial assets. No member shall be privileged by disproportionately high compensation or expenses not in accordance with the purposes of the Society.
(4) In the event of dissolution of the Society or revocation of the non-profit status, the assets of the Society shall be transferred to Deutsche Krebshilfe e.V., which shall use these assets directly and exclusively for non-profitable purposes in accordance with the German Fiscal Code.
Article 4: Membership
(1) The members of the Society are, for the time being, the founding members.
(2) Any natural or legal person under private or public law, regardless of their nationality or domicile, as well as other associations of individuals (Institutional Members) may become members of the Society. Members who are natural persons shall show an interest in clinical research in the field of neuroendocrine tumor diseases.
(3) Membership admission follows the decision of the Extended Executive Committee and is based on a written application accompanied by a letter of recommendation from a member or an Institutional Member of the Society.
(4) The membership terminates after the death (natural person) or dissolution (legal entity) of a member as well as following the cancelation of membership or exclusion from the Society.
(5) Members may cancel their membership with four months’ notice to the end of a calendar year; all cancelation requests must be submitted in writing to the Society.
(6) A member who grossly damages the interests of the Society, or who, despite repeated requests for payment, is one year in arrears in the payment of their membership fee, may be expelled from the Society following a decision by the Extended Executive Committee; prior to this the respective member must be given an opportunity to respond and object to the decision before the exclusion becomes effective. The Extended Executive Committee shall be obliged to substantiate in writing its decision and submit it to the respective member. The expelled member shall have the right to appeal at the next Ordinary General Assembly. The appeal shall be made in writing to the Executive Committee within 30 days after receipt of the decision. The member’s rights shall be suspended until the General Assembly has reached its final decision.
Article 5: Membership Fees and other Funding
(1) Members shall pay an annual membership fee which becomes due at the beginning of each calendar year.
(2) The amount of the annual membership fee shall be established by the General Assembly.
(3) In justified individual cases or groups of cases, especially with regard to members who still undergo training or who are not fully employed, the Extended Executive Committee may decide to release those members, either partially or fully, from their liability to pay contributions.
(4) Institutional members may be allowed to make donations in kind following a unanimous decision by the Extended Executive Committee.
(5) In addition to membership fees the Society may raise public and private funds and donations within the scope of its networking purposes.
Article 6: Organs
The organs of the Society are:
- the Executive Committee and the Extended Executive Committee,
- the General Assembly,
- the Advisory Board.
Article 7: Executive Committee and Extended Executive Committee
(1) The Executive Committee consists of three members: the Chairman, the Vice Chairman, and the Treasurer. The Vice Chairman also acts as Recording Clerk in every meeting of the Committee. The Society shall be represented, in court and out of court, by at least two members of the Executive Committee acting jointly.
(2) The Extended Committee consists of nine members. Pursuant to Article 7, Section 1 of these Bylaws these are the Chairman Elect, a Scientific Secretary, and four additional members. If there is a substantial need to do so, the General Assembly may elect additional members of the Society to the Extended Executive Committee.
(3) Due both the Society’s international sphere of influence and international membership, the Executive Committee and the Extended Executive Committee may consist exclusively of non-German members. Eligibility for election to the Executive Committee and Extended Executive Committee is contingent upon a previous membership in the Advisory Board of at least two years.
(4) The individual members of the Executive Committee and the Extended Executive Committee shall be elected by the General Assembly for a period of three years. Re-election into the Executive Committee is permissible. The term for the chairman of the Society is two years.
A member of the Executive Committee and/or the Extended Executive Committee shall remain in office after expiry of his term of office until he is removed from office or his successor is appointed. The Chairman shall become Vice Chairman after the end of the term of office. Upon termination of the term of office as Vice Chairman, the latter shall stand down to the Advisory Board in order to enable the election of a new member of the Executive Committee. Notwithstanding sentence 4, no re-election or confirmation by the General Assembly shall take place during the term of office of Chairman and Vice Chairman.
(5) The Treasurer shall be responsible for the correct accounting and sound financial operation of the Society. He or she shall prepare the Annual Treasurer’s Report.
(6) With regard to special tasks, in particular the supervision of special research projects and other Society-related tasks, the Extended Executive Committee may appoint project and research representatives from among the Society’s members. The Extended Executive Committee may appoint a Managing Director and other personnel, if necessary, with a view to assisting the Extended Executive Committee in the fulfillment of its tasks.
(7) A minimum of five members of the Extended Executive Committee constitutes a quorum. Resolutions require a simple majority of the votes cast.
(8) The Bylaws of the Society may be amended by resolution of the Extended Executive Committee, in as much as the amendments are relevant for the entry in the Register of Societies and the establishment of non-profit status.
(9) The Extended Executive Committee shall convene a meeting at least once a year. If necessary, or if required by at least two members of the Extended Executive Committee, the Chairman shall convene a meeting specifying its agenda. The Chairman shall conduct the meetings. The meetings shall be recorded in written minutes by a Recording Clerk and co-signed by the Chairman.
(10) The Extended Executive Committee may also pass resolutions by circulation in so far as all members of the Extended Executive Committee agree to this procedure.
(11) The Extended Executive Committee may establish Rules of Procedure.
Article 8: Advisory Board
(1) An Advisory Board shall advise and assist the Extended Executive Committee. The Advisory Board consists of up to fifty members, with no more than six members from one country; Article 4, Section 2 of the Society’s By-laws shall apply accordingly. The members of the Advisory Board shall be appointed by the Executive Committee for a period of three years. Re-election for one further term of three years is permissible.
In order to enable the Executive Committee to make annual appointments or re-appointments to the Advisory Board in the future, the Executive Committee shall appoint, in 2016 and 2017 respectively, after having been chosen by lottery, one third of the total of Advisory Board members to be up for re-election, the remaining third being up for re-election in 2018.
The appointments must reflect a balanced representation of all disciplines engaged in the field of NET diseases and must embrace both clinicians and researchers; up to two nurses, appointed by the ENETS nurse group, and two patient advocates may also be appointed. Members of the Executive Committee may not concurrently serve as members of the Advisory Board. The members of the Advisory Board shall elect a Speaker of the Advisory Board from among their ranks.
(2) The Advisory Board shall convene at least once a year directly prior to the General Assembly. The Chairman of the Society may participate in these meetings. The Chairman is not eligible to vote on decisions made by the Advisory Board. The Speaker of the Advisory Board may convey the results of the Advisory Board’s meeting at the General Assembly.
(3) National associations with at least twenty members pursuing similar goals than ENETS e.V. shall be entitled to one permanent National Representative on the Advisory Board. For every 20 additional permanent members these national associations are entitled to an additional seat on the Advisory Board. These national associations are then called on to select one candidate for representation on the Advisory Board. The Executive Committee shall decide on the appointment of candidates to the Advisory Board. These National Representatives shall be responsible for the specific representation of their national interests on the Advisory Board with regard to the Society’s purposes.
(4) The members of the Advisory Board shall be entitled to participate in all meetings of the Executive Committee but shall have no vote in Executive Committee decisions.
(5) The Advisory Board may establish Rules of Procedure.
Article 9: General Assembly
(1) The General Assembly is responsible for all tasks assigned to it by law, in particular for:
- the election and the dismissal of all members of the Executive Committee and the Extended Executive Committee,
- the election of two Auditors,
- the amendment of the Bylaws,
- the receipt of the Annual Report of the Executive Committee and receipt of the Audit Report,
- the discharge of the Executive Committee,
- the definition of membership fees,
- decisions on appeals against exclusion resolutions by the Executive Committee,
- dissolution of the Society.
(2) The General Assembly shall take place once a year, if possible during the first quarter of each year. It shall be convened in writing, either electronically or by mail, by the Extended Executive Committee in compliance with a time limit of 21 days stating the agenda. The letter of invitation is presumed to have been received by the member on the day following the transmission of the electronic invitation or by the third day following the delivery of the invitation by mail, on the condition that it has been sent to the Society member’s last known mailing or electronic address. Motions for supplementing the agenda put forward at the General Assembly shall be decided by the Assembly. The Chairman or the Vice Chairman shall preside over the Assembly. The proceedings of the General Assembly shall be recorded in written minutes. These minutes shall be signed by both the Recording Clerk and the Chairman of the Assembly.
(3) The Extended Executive Committee may convene an Extraordinary General Assembly at any time. An Extraordinary General Assembly must be convened on the written and motivated request of at least one tenth of the members. The provisions and forms of election pertaining to the Ordinary General Assembly shall also apply to the Extraordinary General Assembly.
(4) At the General Assembly each attending member not in arrears with the payment of his or her membership fee shall have one vote. Votes by proxy are permitted. The presence of one tenth of the members at the General Assembly shall constitute a quorum. Members represented by proxy are considered to be present.
(5) Should the General Assembly not constitute a quorum, the Chairman or Vice-Chairman presiding over the General Assembly may convene a further General Assembly 15 minutes following the determination of a lack of a quorum. Such further General Assembly shall have a quorum regardless of the number of members present, pending a reference to the conventions of such further General Assembly has been made in the invitation to the General Assembly (Art. 9, Sect. 2) or for the extraordinary General Assembly (Art. 9, Sect. 3).
(6) Amendments to these bylaws shall be passed by a simple majority of votes cast by the members present.
(7) Resolutions require a simple majority of the votes cast in person or by proxy, unless stipulated otherwise by law or in these Bylaws.
Article 9a: Online General Assembly
The General Assembly can also be held in virtual form as an Online General Assembly by decision of the Executive Committee. The Online General Assembly is carried out according to the principles of a closed user group in a chat room or another closed system to which only members have access by entering their legitimation data and an access word that is only valid for the General Assembly. For the invitation to the Online General Meeting, § 9 No. 2 sentences 2 and 3 of the Bylaws shall apply. Further details shall be specified in rules of assembly to be issued by the Executive Board.
Article 10: Dissolution of the Society
(1) The dissolution of the Society may only be determined by the General Assembly.
(2) In so far as the General Assembly shall not decide otherwise, the Chairman and the other members of the Executive Committee shall each have the sole power of representation to act as liquidator.
Article 11: Additional Regulations
Any matters which are not covered by the aforementioned Bylaws shall be subject to the provisions laid out in Articles 21 et seq. of the German Civil Code and the German Code of Societies.