International Child Neurology Association Constitution & Bylaws

An international scientific association is formed. Its name shall be the “International Child Neurology Association”, hereinafter referred to as the “Association”.

The registered office of the Association is located in the Region of Brussels-Capital, Belgium, and the official language is French. The working language of the Association shall be English. All documents of the Association required by law shall be drawn up in French.

The original text of this Constitution has been drafted in French; an English translation is made available to Members. In the event of contradictions between the English translation and the original French version, the latter shall prevail.

The general purpose of the Association shall be:

• To create a nonprofit association of child neurologists and members of allied professions from all parts of the world, dedicated to promoting clinical practice and scientific research in the field of child neurology and encouraging recognition of the child neurologist's competence and scope of practice;
• To provide at an international level an outlet for exchange of scientific and professional opinions for the benefit and advancement of the neurological sciences in infancy, childhood and adolescence;
• To conduct international scientific meetings; to foster international cooperative studies, publications, translations and audio-visual means; and to encourage international exchange of teachers and students in the field of child neurology.

Members are professionals working in patient care or research in child neurology, whose primary focus relates to that field. The minimum number of members is 25. There are three types of membership:

• Active — any physician properly trained, beyond medical school, in neurology, child neurology and pediatrics, whose main clinical and/or research activities are well established in child neurology.
• Associate — any health professional or scientist who shows an interest in neurology of infancy, childhood or adolescence, whether in research or medical care.
• Junior — any individual completing training relevant to child neurology, including medical school, residency, fellowship or research training.

Applications are sent to the Secretary, who (or whose delegates) accepts or rejects an application and determines its type. Where concerns arise, the Secretary defers to the Officers and, if unresolved, to the Executive Board. Admission is effective upon the decision to accept. Annual dues for each category, payable by calendar year, are set yearly by the Executive Board by majority vote.

Resignation is tendered to the Secretary electronically and is effective on confirmation of receipt.

Should any Member, Executive Board Member or Officer be found guilty of infractions against the Constitution and Bylaws or of misconduct — and once given the opportunity to present a written defense — the Executive Board may suspend or expel them by majority vote, advising them in writing. An Officer or Executive Board Member so affected is immediately removed from office, whether suspended or expelled.

The Executive Board may change the membership type of Active Members who no longer meet Active requirements, and of Junior Members who no longer meet Junior requirements. Junior Members may apply for Active Membership once qualified; it is their responsibility to declare eligibility — at least two months before any election of Officers or the Executive Board, and four months before any General Meeting, to ensure eligibility to vote.

Members must renew periodically, at a duration set by the Executive Board, to remain a member (including an Active Member entitled to vote). Every two years, six months before the General Meeting, the Executive Board emails all Members asking them to confirm within one month whether they wish to continue. A Member who fails to reply to three successive letters is deemed to have automatically resigned.

• Only Active Members may vote in a General Meeting or in elections.
• Only Active Members may be nominated for or hold Executive Board or Officer positions.
• All membership types may attend scientific meetings; receive or purchase publications at a reduced price; avail themselves of professional, technical or advisory services the Association provides; and be eligible to serve on Specialized Working Committees.

The governing bodies of the Association are the General Meeting and the Executive Board.

The General Meeting is the sovereign body of the Association and may be held in person or virtually. It must be held at least annually. The Ordinary General Meeting — responsible for approving the annual accounts and budget — meets within six months of the end of the financial year.

Any resolution to be discussed must be presented in writing to the Secretary at least one month before the Meeting. The agenda and convening notice are provided at least two months before. Among its duties, the General Meeting shall:

• approve the minutes of the previous meeting;
• ratify the election and appointment of Officers and Executive Board Members, and any remuneration;
• approve the reports and decisions of the Executive Board and give directives for future activities;
• approve the annual financial statements;
• approve the nomination and remuneration of the Association's auditor;
• approve the annual budget;
• approve amendments to the Constitution and Bylaws;
• and, in general, legislate on all matters relating to the Association.

All Members may attend, but voting is restricted to Active Members, each having one vote. At in-person meetings, votes are cast by a show of hands; any Active Member, if sustained by ten others present, may request a secret ballot. Active Members unable to attend may vote by proxy, sent to the Secretary at least four weeks before. For remote or virtual meetings, votes are cast by proxy. A motion carries if a majority of Active Members present or represented are in favor; no response counts as an abstention. To ensure internationally diverse representation, voting for Officers and Executive Board Members occurs electronically before, and is ratified at, the General Meeting. In a tie, the President casts the deciding vote. An Extraordinary General Meeting may be called by the Executive Board or by written request of at least one-third of Active Members.

The Executive Board may allow Active Members to participate remotely by an electronic communication facility provided by the Association. For majority requirements, such Members are deemed present where the Meeting is held.

The Association must be able to verify, by the electronic means used, the capacity and identity of the remote Member; additional conditions may be imposed solely to guarantee security. The electronic means must at least enable Active Members to take direct, simultaneous and continuous cognizance of discussions and to exercise their vote on all items, and to take part in deliberations and ask questions — unless the Executive Board states in the convening notice why such means are unavailable.

The President-Elect is elected by electronic ballot mid-term into the current Executive Board's term, and the election ratified at the next General Meeting. The President-Elect need not be a Member of the Executive Board at election; if not, the position may be held temporarily as supernumerary, without Executive Board voting rights. The President-Elect becomes President at the start of the next Executive Board term. Once the President-Elect assumes the Presidency, the immediate Past President becomes an ex officio voting Member of the Executive Board until the next President-Elect is elected and ratified.

• Responsible for upholding the Constitution and Bylaws.
• Presides over the General Meeting with the Officers' assistance, controlling proceedings and the suspension and closing of discussion.
• Presides over Executive Board and Scientific meetings.
• May appoint Specialized Working Committees, with Executive Board approval.
• May sign all certificates and official documents.
• If the President resigns or is temporarily unable to serve, powers are exercised by the Immediate Past President.

The Secretary supervises the work of the Association and is responsible for:

• directing receipt and response to all membership applications, resignations and questions;
• preparing sessions of the General Meeting and Executive Board, and liaison between Members and the Association;
• overseeing the organized preservation of all archives and records;
• accurate recording and timely circulation of Executive Board minutes for approval, amending as needed;
• accurate recording and timely circulation of General Meeting minutes to the Executive Board and the membership;
• updating the Association's records as required by Belgian law, including its official address and its Executive Board Members and Officers.

If the Secretary resigns or is temporarily unable to serve, the Executive Board exercises the powers and may delegate them to another Officer, Executive Board Member or third party.

The Treasurer is responsible for the financial management of the Association, keeping organized financial records (including invoices and receipts) available to Executive Board Members. Duties are to:

• establish the annual budget;
• collect income, control expenses, and establish the annual balance sheet for the Executive Board and General Meeting — certified by an independent, qualified auditor;
• submit required tax returns annually to the relevant authorities.

The Treasurer has custody of all funds and may, with Executive Board approval, open such bank accounts as necessary, signing all bank documents and authorizing the President, Secretary or Chair of the Finance Committee to sign in their absence. If the Treasurer resigns or is temporarily unable to serve, the Executive Board exercises the powers and may delegate them.

The Executive Board comprises between 10 and 25 Active Members in good standing, providing balanced representation from different groups of nations and continents. Only Active Members are eligible to serve. No one may be nominated or elected as a non-Officer Member for more than three consecutive terms. Each term for Executive Board and Officer positions is a 3–4-year period. The Officers are a President, President-Elect, Secretary and Treasurer. Among its duties, the Board shall:

• attend all meetings and vote on motions put to the Board;
• carry out the decisions of the General Meeting;
• direct the business of the Association between General Meetings;
• determine the date and place of General and Scientific Meetings and prepare their agendas;
• establish and operate the Association in accordance with the annual budget;
• take all desirable decisions, especially to safeguard the integrity of the Association;
• represent the Association before third parties and in legal actions through its President, Secretary and/or a duly authorised representative — in particular for acts requiring a civil servant or public officer.

No portion of the Association's assets is paid, directly or indirectly, to any Member (including the Board and Officers), except for expenses incurred in the Association's interest. All intellectual property created by an Executive Board Member or Officer in the course of their duties — educational resources, publications, information resources, collaborative networks, trademarks, copyright, designs, confidential information and the like — remains the property of the Association.

The Executive Board meets, in person or virtually, whenever the Association's interests require and at least quarterly. It is convened by the Secretary — by self or presidential initiative, or at the request of five Board Members from different countries. Except in a duly justified emergency, the agenda and convening notice are provided at least two weeks before. Meetings are chaired by the President or, in their absence, the Secretary; failing both, a Member designated by majority vote. If any Member or Officer is absent without a reason the Board considers valid from two or more meetings in a term, they are warned they may be replaced; a further absence may lead to replacement under Article 10.5 of the Bylaws.

The Executive Board acts as a collegiate body and always seeks consensus.

• Meetings are valid with a quorum of 50% plus one Member, from at least five different countries, of whom two are Officers.
• Voting is by show of hands, but any Member may request a secret ballot.
• Proxy voting is allowed if submitted electronically to the Secretary in advance.
• A motion carries if a majority of those present are in favor, with all present expected to vote; no response counts as an abstention.
• In an equal vote, the President — or, in their absence, the Chair — casts the deciding vote.
• The President or Secretary may take an electronic vote between meetings; Members are informed of the result as soon as possible, and the issue is settled by majority vote.

A Nominating Committee is established to ensure balanced representation from different groups of nations and continents on the Executive Board. It deliberates independently of the Executive Board and presents a list of candidates for each Officer and Executive Board position to the membership at least two months before the election.

A Finance Committee is established to create an annual budget, provide oversight of all budgetary activities and ensure operation in accordance with the budget. It presents a proposed budget for the following year to the Executive Board for approval at the end of each financial year, then monitors spending and refers any variation to the Board for review. The Association's financial year runs from 1 January to 31 December.

For all details and forms of operation and procedure not provided for in this Constitution, reference shall be made to the Bylaws of the Association.

The Constitution is amended only by a General Meeting. Proposed amendments are submitted to the Secretary at least six months before the Meeting and, with Executive Board approval, circulated to all Active Members at least two months before. Amendments require a two-thirds majority vote of the Active Members present or represented.

The Executive Board is competent to adopt, amend and revoke the Bylaws. The last version of the Bylaws dates from June 2012.

Dissolution is decided only by an Extraordinary General Meeting convened specially for the purpose with at least three months' advance notice, requiring a two-thirds majority of the Active Members present or represented. The General Meeting designates two receivers to liquidate the assets; the net proceeds are assigned to an international neurological organization pursuing aims close to those of the Association.

Any matter not covered by this Constitution or, where applicable, the Bylaws is governed by the Belgian Code on Companies and Associations. In the event of conflict between this Constitution and the Bylaws, internal procedures or any other rules of the Association, this Constitution shall prevail.

The largest number of child neurologists and workers in related fields, from the largest number of countries, shall be encouraged to participate in the activities of the Association.

Research in child neurology — as a discipline and profession — and international collaborative studies and working projects on specific subjects shall be stimulated and/or established.

Information and documents on child neurology, whether published or collected by the Association, shall be made available to the membership or circulated more widely. The circulation of professional information shall be encouraged.

International working seminars, round tables on selected topics and international scientific meetings — open to child neurologists and specialists in related fields — shall be organized.

Exchanges between students and teachers in child neurology shall be promoted to enhance diverse international participation, and information on opportunities shall be circulated.

Recognition of child neurology as a specialty in its own right — in medical care, teaching and research — shall be promoted within the profession and in medical schools. Models of training curricula and programs and outlines for certification requirements shall be made available to teachers, and interest among medical graduates to enter the field shall be stimulated.

In general, all means for improving the development of child neurology in various parts of the world shall be studied and encouraged.

Personal application is submitted by the candidate electronically on the Association's official membership application form. It shall include a curriculum vitae and letters of support from two referees who are Active Members of the Association.

Members and Officers of the Executive Board are elected in a personal capacity and not as representatives of any country, institution or organization they work for or belong to.

• The President appoints a Nominating Committee with representatives from each geographic area.
• No more than two-thirds of its members may be members of the Executive Board.
• It deliberates independently and presents its list of candidates for each position directly to the Executive Board three months before the election. The Board may raise concerns through the President or Secretary but is not required to approve candidates. The list is presented to the membership by email two months before the election.
• The Chair of the Nominating Committee — who cannot be a candidate for Officer — oversees the elections.
• All candidates must state in writing their willingness to serve and accept their responsibilities.
• Officers are elected by a majority of votes by Active Members by electronic ballot; no vote counts as an abstention.

The Nominating Committee must ensure a diverse slate of candidates, representing a variety of countries in each region. Voting results are classified two ways: (a) in order of the number of votes obtained, and (b) in six geographic regions — Africa, East Asia-Oceania, West Asia, Europe, North America, and Central-South America.

Considering both classifications, the final list is established so that no geographic group comprises more than one-third of the Executive Board (President, Secretary and Treasurer included), with at least two representatives from each group. Each country is assigned to a geographic group by the Executive Board; a majority of members residing in a country may petition for reassignment, and a divided country may be placed into a group to ensure the rich diversity of the membership is represented. The Executive Board has final authority over these assignments.

If a Member or Officer cannot fulfil their role due to death, incapacity, expulsion or resignation, the replacement is the next Member with the most votes from the last election, consistent with other requirements. If two candidates tie, the Nominating Committee decides. The newly elected person has full voting rights.

At each meeting a Board member or delegate is designated to record the proceedings. The proceedings are reviewed at the next meeting for approval or amendment, signed by the President, and remain in the custody of the Secretary.

Any Officer may recommend to the Executive Board that another Officer be relieved of their responsibilities. The recommendation must be based on cause, documented in writing, and the affected Officer given at least 30 days to respond in writing. The Board then determines the appropriate action by a two-thirds majority. Any substitute is designated “Acting” and returns the duties to the original Officer if, upon a two-thirds vote, the cause for substitution is removed.

The Executive Board may, at its discretion by majority vote, contract with a third party and grant the necessary authority and powers. Such granting of authority must be reaffirmed annually by the Board by majority vote.

• The Executive Board may establish Specialized Working Committees on a temporary basis for particular areas of work.
• Each comprises a limited number of participants, of whom at least two are Executive Board Members.
• Members are composed to ensure diverse international participation and engagement of the wider Active membership.
• Committees support the Board on specific topics and facilitate decisions by preparing position papers, analyses or reports.
• They report on their work at each Executive Board meeting and/or at the Board's request.

A non-Officer Executive Board Member chairs the Finance Committee, which oversees all budgetary activities. The Treasurer and Finance Committee create an annual budget for each upcoming year, which must be approved by the Executive Board and ratified at the General Meeting, and are responsible for operating the Association in line with the budget.

The Executive Board may, in accordance with the budget, approve reimbursement of reasonable expenses — salaries or otherwise — incurred by Board Members or Officers in the course of their duties. Appropriate supporting documentation must be in the hands of the Treasurer before payment.

Funds are provided by income from the Association's activities — publications, contracts, seminars, scientific meetings and the like. The Association may also receive donations, subsidies, legacies and gifts of all kinds, and may purchase, sell or mortgage real estate.

All revenue arising from the Association's activities must be channeled directly only into accounts approved by the Finance Committee and Executive Board.

Scientific meetings shall be organized at which clinical and experimental observations on child neurology subjects can be presented, with special efforts to establish seminars and round tables serving as a forum for child neurologists and distinguished workers in other medical fields to exchange opinions.

The Executive Board determines the dates and places of the International Child Neurology Congresses. These are held, as much as possible, in different countries and regions to provide balanced international representation and large participation.

The Association may publish bulletins, journals, proceedings, leaflets and books as necessary — by its own means, such as internet home pages, or through a publisher. An honorary Editor and/or an Editorial Board may be nominated by the Executive Board from among the Active Members. The Editor reports to the Executive Board.

The Association may, at its discretion by majority vote of its Executive Board, establish affiliation with independent autonomous organizations for the purpose of receiving funds they raise. Such affiliations must be approved by majority vote of the Executive Board annually.

All intellectual property, journals and publications of the Association and its educational activities — while contributed to by members of the organization — remain under the Association's ownership and jurisdiction.