Last Updated: 15 November 2022

Constitution

Official name of the Society : ESPEN - LA SOCIETE EUROPEENNE DE NUTRITION CLINIQUE ET METABOLISME - Society registration number : F.8909.

Details and useful regulations about the Society published in "Le Mémorial", the official Luxembourg Journal.

Last modified at the ESPEN Extraordinary General Assembly held virtually on Thursday, November 25, 2021 - 14:30-16:00

ARTICLE 1 - NAME, AIMS AND LANGUAGE
Section 1

Name. A non-profit-making Society registered under Luxembourg law is hereby constituted. The Society is called ESPEN - The European Society for Clinical Nutrition and Metabolism.

The society has its registered office in Luxembourg (the Grand Duchy of Luxembourg), 121 rue de Muhlenbach, 2168 Luxembourg. The office can only be transferred by a decision of the General Assembly in accordance with the provisions for changing the Society´s Constitution.

The Society can carry out its activities throughout the world.

Section 2

Aims. The Society has the following mission and aims:

Research. To encourage and support research of the highest standard into clinical nutrition and metabolism, and to provide at its annual congresses a forum for the presentation of such work.
Practice. To foster the highest standards of the practice of clinical nutrition by all disciplines concerned with the nutritional and metabolic care of patients.
Education. To promote undergraduate and postgraduate education and training of medical, nursing, dietetic and allied disciplines in the theory and practice of clinical nutrition.
Contact with other Societies. To promote contact and collaboration with similar and allied societies throughout the world and to facilitate international co-operation in promoting the aims of the society.
Political. Although the Society will not participate in party politics, it will develop contacts with governments, civil servants and the European Union to foster understanding of nutritional issues and be seen as a source of expert and advice in the field, so that legislation in the field of clinical nutrition shall reflect best practice. The Society will also seek funding from such bodies to promote educational, scientific and clinical projects in the field of clinical nutrition and metabolism.
Industry. The Society will seek collaboration with industry in the interests of the Society´s aims, but will pursue its stated aims impartially and independently. There shall be an Industrial Liaison Group composed of members from companies who will liaise at least once a year with the ESPEN Executive Committee.
Journals. To run and support an official Journal of the Society, that reflects its activities.

The Society can carry out any activity it sees fit to reach its objectives and, to this end, it can support or join other associations, societies or groups whose activities are compatible with the Society´s aims.

The Society may not engage in any party political or religious activity or discussion.

The Society will remain in existence for an unlimited period of time.

Section 3

Language. The official language of the Society is English.

ARTICLE 2 - MEMBERSHIP
Section 4

The Society is composed of Honorary and Active Members.

Membership is unlimited. The minimum number of active members required for the Society’s existence is 3.

Section 5

(a) Honorary Member. Honorary membership may be conferred upon any person proposed by the Council at the General Assembly and elected by more than two thirds of the members present.

(b) Active member. An active member is an individual working in health care and/or in research, who has paid an annual membership fee (either as an individual or through block membership as a member of a national PEN society). An active member is entitled to vote at the General Assembly.

Section 6

Election of Members.

Candidates may apply for membership, either by completing an official form for submission to the General Treasurer, or through their National PEN Society through the block membership arrangement. Except in case of opposition by 2/3 of Council, any individual who pays his fee before the annual Congress becomes an active member of the Society for that year. As a paid-up member, he or she is entitled to receive a subscription to the journal of the Society, Clinical Nutrition, to reduced Congress fees and to apply for ESPEN Research Fellowships.

(National PEN Societies may apply for block ESPEN membership of all or some of their members. In such instances, a combined annual ESPEN/National Society fee is payable through the National Society at an advantageous rate).

Section 7

Termination of Membership.

Individual Membership may be terminated by resignation which must be notified in writing to the General Treasurer six months before the end of the financial year.

Members who have not paid for the current year, either directly or through their national PEN society, are considered as having resigned.

Section 8

Membership Fee

All members of the Society except Honorary Members shall pay an annual membership fee. This annual fee should be paid at the beginning of each civil year and not later than the annual Congress. All members who have not paid their membership fee, either directly of through their national PEN Society, will cease to be members of the Society.

Fees will be voted annually by the General Assembly upon the proposal of the Executive Committee and Council.

Annual membership fees for active members may not exceed 150 € (EUR).

ARTICLE 3 - ORGANISATION
Section 9

The organisation of the Society comprises:

(a) The General Assembly

(b) The Council

(d) The Standing Committees and Working Groups and Ethical Committee

Section 10

(a) The General Assembly

The members of the Society shall meet together in a General Assembly during the Annual Congress upon notification by the General Secretary. A General Assembly shall only be held in countries where all members are freely admitted. Extra-ordinary Assembly may coincide with the Annual General Assembly.

Section 11

Convocation for the General Assembly shall be sent to all members at least thirty days prior to the meeting and/or by publication in the Journal of the Society. Convocation for Extra-ordinary General Assemblies must be sent to all members sixty days prior to the date.

The decisions of the General Assembly are communicated to all members through the minutes. After approval by the officers concerned, the minutes are circulated to all members by the General Secretary and adopted at the following General assembly.

The agenda of the General Assembly shall comprise the following points:

Report on the year´s activities
Treasurer´s report, including the audit of the congress of the previous year
Report of the Editor in Chief
Approval of the budget and fixation of membership fees for the following year
Election of members of the Executive Committee
Approval of the appointments to the Standing Committees

Only active members have a right to vote. No proxy vote is permitted.

Section 12

Active members of the Society may not be represented by another member or by a third person.

Section 13

The General Assembly can vote on proposals presented to it regardless of the number of members present at the Assembly. Each active member has one vote. Except when otherwise stated, a simple voting majority is necessary before a proposal can be accepted.

Major decisions concerning changes in the Constitution and the dissolution of the Society or any other decisions defined as "major" by the Executive Committee shall be proposed to the General Assembly by the General Secretary. The General Secretary shall notify the members thirty days before the assembly and circulate the agenda and - in the case of changes in the Constitution - the proposed amendments. Changes in the Constitution of the Society can only be implemented after a majority vote of two thirds of the participants of the Assembly.

In some circumstances (e.g. election of the Chairman, General Secretary, Treasurer) a vote can be organised either by correspondence or using a virtual voting system. Anonymity and security of the voting system will be ensured. At least two months will be allowed between notification and voting. Votes are collected by the Chairman or the General Secretary or by an appointed Secretariat proposed by the Executive Committee. At least two officers of the Executive Committee must be involved in the counting procedure.

Section 14

The General Assembly is the supreme body of the Society. It elects the Executive Committee and approves the members of the standing Committees and the accounts.

Section 15

(b) The Council. The Council consists of members of the Executive Committee (see Sec. 17) and one representative of a member country having a minimum number of active members in the Society. This minimum number is periodically revised by the Council. Member countries are those countries where a national society devoted to promoting Parenteral and Enteral Nutrition as well as Clinical Nutrition has formally applied to cooperate with ESPEN. Application must be made by the President of the national society to the ESPEN Chairman. Cooperation with a National Society is approved by the Executive Committee.

A member of Council will be appointed to represent each qualifying country by the Executive Committee or Council of each National Society cooperating with ESPEN through block membership or other collaborative arrangement. Each member should be the President or a member of the Executive Committee of their National Society, and be able to speak for and with the full authority of their National Society Executive Committee or Council. The appointment of each ESPEN Council member shall also be subject to approval by the Executive Committee and Council of ESPEN.

Each representative shall be appointed for a period established by the National Society up to a maximum of six years.

Section 16

The Council shall meet at least once a year upon notification by the Chairman of the Executive Committee who is also Chairman of the Council. It shall keep itself informed of all matters of interest to the Society as a whole. Its decisions are taken by a simple majority of the members present at the Council meeting. Each Council member has one vote. In the event of an equal division of votes, the Chairman shall have a second casting vote. In exceptional circumstances, where no Council meeting can be arranged and only if a minimum of thirty days' notice has been given, decisions can also be taken by correspondence. Minutes of the meetings of the Council shall be kept and will be signed by the Chairman and General Secretary upon confirmation of their being a true record.

Section 17

The Executive Committee consists of the Chairman of the Executive Commitee, the General Secretary, the General Treasurer, the President of next ESPEN Congress, and, if requested, one member-at-large who is elected either at the General Assembly or by correspondence among the active members on a personal basis and not as representative of his country.

The Chairman, General Secretary and Treasurer of the Society shall be elected every four years, with appointments being staggered so that the General Secretary and Treasurer take up their appointment in the middle of the Chairman’s term of office, ensuring continuity on the conduct of the Society’s affairs. The mandates of Executive Committee members can be jointly prolonged for a maximum of two years under exceptional circumstances caused by force majeure events, such as pandemics, war, climate catastrophes, resulting in substantial prolonged limitations of the activities of the whole Executive Committee for a least one year.

To stand for office, candidates should preferably have had experience within one or other of the ESPEN committees. Candidacy will require support in writing by 5 current ESPEN members from different countries, and will require the approval of Council in the year of election. If there is more than one candidate for each post, the General Secretary will invite an election statement on one side of A4 from each candidate, which will be sent out with the ballot forms. Candidates will then undertake no further formal written canvassing before the election. Only the official forms may be used.

The General Secretary, the General Treasurer, and the member-at-large shall serve for four consecutive years and shall be ineligible for re-election to the same office until one further term has elapsed. The President will serve as indicated in Section 21.

Minutes of the meetings of the Executive Committee shall be kept and signed by the Chairman and the General Secretary upon confirmation of their being a true record and shall be approved by the Executive Committee. A summary shall be presented to the Council.

The Executive Committee makes recommendations on all aspects of policy and management of the Society, including the organisation of the Annual Congress, but final decisions rest with the Council and General Assembly.

Section 18

The Executive Committee shall determine the salary and terms and conditions of appointment of such staff as the Society sees fit to employ. The Executive Committee shall be responsible for the allocation of duties to the standing Committees.

The following rules apply for any actions on the ESPEN bank accounts:

The General Treasurer is authorized to sign (single) bank orders of up to 60'000 Euros per order and no more than 500'000 Euros per year. Above these limits, the Chairman and the General Treasurer are authorized to sign bank orders combined.

In case the General Treasurer is unavailable, the Chairman and the General Secretary are authorized to sign bank orders combined.

Section 19

(d) The Standing Committees, the Editor in Chief and the Working Groups

The Standing Committees will normally comprise the Scientific Committee, the Educational Committee and any other Committee necessary to the running of the Society and appointed by the Executive Committee after approbation by the Council. Additionally, individuals may be appointed by the Council and the General Assembly as Officers to fulfil specific tasks necessary to the Society.

If required, an Ethical Committee can be appointed for a limited period of time by the Executive Committee or by the Council to resolve ethical problems arising within the organization or to give advice to the Executive Committee. The Ethical Committee will consist of a least three persons with professional expertise in ethical and legal issues. The members of the Ethical Committee may not be members of the Executive Committee, the Standing Committees or the Council. At least one member of the Ethical Committee shall not be an active member of the Society.

The normal term for a committee member should not exceed four years; however, if the member were to be elected Committee Chairman, he may serve for a total period not exceeding six years.

The Editor-in Chief is elected by the General Assembly upon a proposal by the Executive Committee. He shall serve for a period of four years and may be re-elected for periods of two years. The incoming Editor-in-Chief should start serving during the last year of the term of the outgoing Editor-in-Chief.

Working Groups consisting of ESPEN members only may be appointed to discuss and report upon any question related to clinical practice, science, education or other matters relevant to the Society. Such Working Groups shall not be the same category as Standing Committees or appointed Officers, and will be dissolved as soon as their task is completed.

Standing Committees and Working Groups can be appointed or dissolved on proposal by the Executive Committee or Council, subject to approval by the General Assembly. Members of Working Groups and Standing Committees have to be active members of the Society.

ARTICLE 4 - THE SCIENTIFIC CONGRESS
Section 20

A National Society wishing to organise a Scientific Congress in their country shall fill an official application form for submission to the General Secretary. No congress application will be accepted that is not supported by the Executive Committee or Council of the National Society concerned. Proposals are examined by the ESPEN ECO committee, and will only be accepted after prior inspection of the site by that committee.

Proposals will be discussed by the Executive Committee and voted by the Council. Should the Council not reach a 60 % majority of votes in favour of one candidate, the applications shall be submitted to the approval of the General Assembly.

Section 21

Once the venue of the Scientific Congress has been accepted, the President of the Congress and the President of the national society concerned will sign an official agreement and contract with ESPEN concerning their financial and administrative responsibilities. The President of the Congress joins the Executive Committee at the time of the congress preceding his/her own, unless called upon by the Executive Committee earlier.

Section 22

The President of the Congress shall appoint an organizing committee of which the Executive Committee shall be ex-officio members.

ARTICLE 5 - CHANGES IN THE CONSTITUTION AND GENERAL PROVISIONS
Section 23

Changes in the Constitution

The Constitution may be amended by the annual General Assembly provided that two thirds of the Society’s members are present. If the quorum is not reached at this meeting, a second Extraordinary General Assembly may be convened at which changes may be made by a 2/3 majority vote of members present.

Resolutions taken in the second assembly are subject to ratification by the civil courts.

If the proposed amendments should seek to change the stated aims of the Society, the above provisions are modified as follows:

(a) Such amendments decided by any Assembly can only be adopted if they are approved by a majority of three-quarters of votes cast.

(b) If the second Assembly does not reach a quorum of half of the active members of ESPEN adoption of its decisions is subject to ratification by the civil courts.

Section 24

Dissolution of the Society - Disposition of property.

In the event of dissolution of the Society, the General Assembly shall appoint one or more liquidators for the Society’s assets. If the final balance sheet shows a profit, this will be allocated or disposed of by the General Assembly in a way as far as possible in keeping with the stated aims of the Society.

Section 25

Financial Administration.

The Society’s financial year stars on July 1st and ends on June 30th of the following year.

The Society’s accounts shall be kept according to internationally accepted accounting principles and to the accounting rules established by the Executive Committee.

At every General Assembly, the Treasurer shall present the balance sheet and income and expenditure account for the preceding year, as well as the budget for the following year.

In addition, the organisers of all the Society’s official events shall present their budgets and accounts to the Executive Committee.

Rocco BARAZZONI, President

Stéphane SCHNEIDER, Treasurer

Cristina CUERDA, General Secretary