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Said parties, being present in person or by proxy as stated, made up and sign this agreement to establish between themselves a not-for-profit association (“vereniging zonder winstoogmerk”, “association sans but lucrative”) with the Bylaws hereinafter set out.

 

ARTICLE I - NAME, REGISTERED OFFICE, DURATION

 

Section 1 - Form and Name

 

The Society has the form of a not-for-profit association (“vereniging zonder winstoogmerk”, “association sans but lucrative”). Its name is EUROPEAN SOCIETY FOR CHILD AND ADOLESCENT PSYCHIATRY, or in short ESCAP.

 

In all deeds, invoices, announcements, official publications and other documents issued by the Society, the name of the Society must always be preceded or followed by the words “vereniging zonder winstoogmerk” or “association sans but lucrative”, or by the abbreviation “vzw/asbl”, as well as the registered address of the Society.

 

Section 2 - Registered office

 

The registered office of the Society is located at Kroonlaan 20, 1050 Brussel, Belgium, within the jurisdiction of the Brussel courts.

 

The registered office of the Society may be transferred to any other place in Belgium by ordinary majority resolution of the General Assembly. The Board of Directors shall make sure that each transfer of the registered office of the Society shall be published in the Annexes to the Belgian Official Journal (“Belgisch Staatsblad”, “Moniteur Belge”).

 

The Society, acting by ordinary majority resolution of the General Assembly, may establish other administrative and operating offices in Belgium or abroad.

 

Section 3 – Duration

 

The duration of the Society is unlimited.

 

 

ARTICLE II – MISSION AND PURPOSES OF THE SOCIETY

 

Section 1. Mission

 

The Society is a not-for-profit association whose purpose is to promote the mental health and wellbeing of children, adolescents and their families, to improve the quality of their lives and to ensure children’s right for support to healthy mental development and for appropriate preventive and therapeutic mental health services and interventions.

 

Section 2. Purposes

 

In respect of the above defined mission, the association shall among other things:

 

1. Foster best practice based on scientific evidence in the field of child and adolescent psychiatry and mental health.

2. Encourage and support research in the field, promote research training and continued expansion of the scientific base of child and adolescent psychiatry and mental health.

3. Encourage and support educational programs in child and adolescent psychiatry, and through scientific congresses, high level meetings and publications disseminate information and research findings.

4. Work in collaboration with others in public health advocacy in promoting mental health in Europe

5. Ensure that the Society in its actions respects the value-based ethical standards in Europe and contributes to the establishment of ethical and professional standards taking into account existing scientific evidence and best clinical practice.

6. Enhance collaboration between the members of the Society.

7. Enhance the standing and authority of the profession of child and adolescent  psychiatry.

8. Enhance collaboration with adult psychiatry, and other related specialities, and share child and adolescent mental health and transition into adulthood.

9. Enhance collaboration with all the disciplines concerned with children and adolescents (education, psychology, occupational, social field, and allied professions)

     

The Society may carry out all operations generally that are directly or indirectly connected with the fulfilment of its abovementioned purpose.

 

The Society may in particular acquire, hire, rent or let out all real properties and rights in rem, hire staff, enter into contracts, raise funds, and in short carry out or cause to be carried out all activities that answer to its purpose.

 

 

ARTICLE III – STRUCTURE OF THE SOCIETY

 

Section 1. Structure

 

The Society shall be the federative body of the national societies for Child and Adolescent Psychiatry in European countries, consisting of those societies who wish to belong to the Society and are recognised by the Society.

 

The Society will have three Divisions, namely

 

1. Academic Division of ESCAP

2. Clinical Division of ESCAP

3. Policy Division of ESCAP

 

The Board and the Executive Committees of the Divisions can appoint working groups and task forces.

 

Section 2. Roles and functions of the Divisions

 

The role of the Academic Division is to act as a forum for exchange of scientific research and to promote education and training, especially research training in the field of child and adolescent psychiatry and mental health.

 

The role of Clinical Division is to promote the quality of professional work and activities in child and adolescent psychiatry and the standing of the profession.

 

The role of the Policy Division is to promote national health policies, public awareness and public advocacy related to the mental health of children and adolescents, and to increase the standing and authority of the Society in Europe and in the European Union. 

                           

  

ARTICLE IV – MEMBERS

 

Section 1.  Types and classes of membership

 

The Society has two types of membership:

 

A. Working Members (Class A), which are members entitled to all and any rights and are subject to all and any obligations set forth in the Belgian Law dated 27 June 1921 concerning the non-profit associations, international non-profit associations and trusts (stichtingen) and these by-laws.

 

B. Acceded Members, which can be Individual Members (Class B), Affiliated Members (Class C) or Honorary Members (Class D). These members are not entitled to these rights and are not subject to these obligations. They only have the rights and obligations explicitly granted to them in these by-laws.

 

When these bylaws refer to “member(s)”, this term has to be interpreted as Working Members.

 

Section 2. Membership of the Society

 

Membership of the Society (Working members) shall be open to national societies of child and adolescent psychiatrists (according to WHO definitions), that are not-for-profit entities, legally organized under the laws and the traditions of their own country of origin, and are willing to support the aims of the Society and contribute to its work. Only one national association from each country recognised by the United Nations can be a member at a time.

 

The number of Working Members shall be unlimited, with a minimum of three Working members.

 

The Divisions of the Society are open to membership by Affiliate Members. This membership is open to European and non European citizens. Individual Members of national member societies can request to become members of the Divisions as can individuals from outside national member societies.

 

Section 3. Admission

 

1. Admission to membership as a Working or Affiliated Member shall only be upon written application, unless otherwise stated in this Article III.

2. The Board of Directors shall make a determination on each application as to its eligibility and the appropriate class of membership. Where appropriate, the Board of Directors may consult with the national member association in making its determination.

3. Admission to membership or change of membership class shall be by approval of simple majority of the Board of Directors.

 

Section 4. Class A - Working Members

 

Working Members are national societies of child and adolescent psychiatry.

 

1. Working Members shall have the power to vote at the General Assembly meetings of the Society;

2. The members of national member societies or individual members proposed by the Board of Directors are eligible to serve on the Board of Directors and be elected to the positions of President and President Elect of the Society;

3. The membership fee, if any, for the Working Members is proposed by the Board at the General Assembly and voted by the two-third majority of present working members representatives

4. For affiliated members, the membership fee, if any, is set by the Board of Directors.

 

Section 5. Class B– Individual Members

 

Divisions are open to membership by individuals, called Individual Members. Individuals who are mental health professionals active in the field of child and adolescent psychiatry and mental health are eligible to join the Academic, Clinical and Policy Divisions. Individual membership of the Policy Division is also open to individuals who are not mental health professionals. In order to be admitted to a Division one shall support the aims of the Society and be willing to contribute to the work of the Division. The same individual can be an Individual Member of one or more Divisions. An Individual Member may also be a member of one of the national societies (Working Members).

 

1. An Individual Member shall not have the power to vote at the General Assembly;

2. An Individual Member shall be eligible to serve on the Executive Committee of the Division or the Board of Directors and when doing so they shall have the power to vote on its business affairs.

 

Section 6. Class C – Affiliate Members

 

Affiliate membership is open to societies and organisations in the field of child and adolescent mental health and welfare that support the aims of the Society and wish to contribute to the work of the appropriate Division or Divisions.

 

Affiliate Members may participate in all activities of the Society, save that:

 

1. They shall not have the power to vote at the General Assembly;

2. They shall not be eligible to hold office.

 

Section 7. Class D – Honorary Members

 

The Board of Directors may decide upon recommendation to extend Honorary membership to natural persons or legal entities that have made outstanding contributions in the field of child and adolescent psychiatry, mental health or to the Society.

 

Honorary Members may participate in all activities of the Society, save that:

 

1. They shall not have the power to vote at the General Assembly;

2. They shall not be eligible to hold office.

 

Section 8. Ending of membership

 

Membership shall terminate:

 

1. On the dissolution of a national association that is a Working Member;

2. On written request addressed to the President;

3. On the death of an Individual Member;

4. On resolution of the General Assembly adopted with a two thirds majority of the members present or represented in case of non-payment of the annual fee;

5. As to Working Members, on resolution of the General Assembly adopted with a two thirds majority of the members present or represented because of acts prejudicial to the aims and interests of the Society, and as to Acceded Members, on decision of the Board of Directors adopted with a relative majority and without any reasoning.

 

ARTICLE V – OFFICERS OF THE SOCIETY

 

Section 1. Officers

 

1. The Society shall have a President, a Past-President, a President-Elect, a General Secretary, a Treasurer and ordinary Board members.

2. The President shall be the legal representative of the Society

3. The Divisions shall each have a Chair, a Co-Chair and an Executive Committee with a secretary.

 

Section 2. Elections

 

The President and the President-Elect shall be elected by the General Assembly from amongst the candidates proposed by the Board of Directors nominated by the national societies for child and adolescent psychiatry (Working Members), for a term of four years. The President shall be eligible for re-election once on resolution of the Board of Directors adopted with a three-quarter majority.

 

The General Assembly shall elect members of the Board of Directors from amongst the candidates proposed by the national societies or the Board of Directors, for a term of four years. A maximum of two Board members can be proposed by the Board of Directors to serve on the Board. They shall be eligible for re-election once for the same term. The Board of Directors requests each national society (Working Members) to nominate candidates for the positions of President-Elect, President and membership of the Board of Directors, six months prior to the date of the General Assembly meeting. Those Board members who are not candidates for election shall prepare a proposal for the General Assembly.

 

The Board of Directors shall appoint the General Secretary and the Treasurer from amongst the Board members. Elections to these positions shall be by majority vote of the members personally present. Whenever votes are equally divided, the President shall have the casting vote.

 

The Chairs of the Executive Committees of the Divisions shall be elected by the Board for a term of four years. The Chairs can be re-elected for a second term. The Board shall nominate the members of the Executive Committees, to include at least one member of the Board, for a term of four years. An individual may serve two terms on an Executive Committee. The Executive Committees of the Divisions shall appoint the Co-Chair and the secretary from amongst the Executive Committee members.

 

ARTICLE VI - BOARD OF DIRECTORS

 

Section 1. Composition

 

The Board of Directors shall consist of the President, the Past-President for a two year term (after his/her presidential term), the President-Elect for a two year term (before he/she is elected President by the General Assembly), the Secretary, the Treasurer, and a minimum of four and a maximum of ten other members. The Board decides on the number of members necessary for their work. The number of members of the Board of Directors shall always be less than the number of Working Members.

 

When composing the membership of the Board of Directors the following criteria should be taken into consideration; it should be representative of the different parts of Europe and different fields of child and adolescent psychiatry. Due consideration should also be given to the gender make up of the Board of Directors. Should any officer leave the Board of Directors, for whatever reason, before the date of the next General Assembly, the Board of Directors is empowered to choose a replacement, who will remain in office until the next General Assembly and will be eligible for election for a single term of four years.

 

Section 2. Powers and functions

 

The Board of Directors shall have the most extensive powers to manage the business of the Society, except for these powers allocated to the General Assembly. The management of the affairs of the Society and the control of its property and funds shall, among other things, be vested in the Board of Directors. The Board of Directors shall have a right to fund-raising when possible. The Board of Directors shall determine the strategy of the Society in pursuing its aims, approve the action plans of the Divisions and oversee their implementation.

 

Section 3. Representation of the Society

 

Notwithstanding the power of the Board of Directors to represent the Society, the Society shall be legally represented either by the signature of two members or by the signature of the President.

 

Section 4. Meetings of Board of Directors

 

The Board of Directors shall hold a minimum of one meeting per year. 

 

Meetings shall be convened by notice of the President. Convening notices shall be served personally or by e-mail or mail at least six weeks before the date of the meeting. Convening notices shall state the date, place and business to be transacted at the Board of Directors meeting.

 

The personal presence of at least half of the Board of Directors’ is required in order to constitute a quorum for the transaction of its business.

 

The Board of Directors’ resolutions shall be passed by majority vote of the members personally present. Whenever votes are equally divided, the President shall have the casting vote.

 

 

ARTICLE VII – DIVISIONS AND THEIR EXECUTIVE COMMITTEES

 

Section 1. Structure governing the Divisions

 

Each Division acts under the jurisdiction of the Board of Directors and their work shall be consistent with the aims of the Society. The Divisions will have separate written rules of procedure and regulations prepared and approved by the Board of Directors.

 

Section 2. Composition of the Executive Committees

 

The Executive Committee of each Division shall have a Chair, Co-Chair, two to four other members and at least one member of the Board of Directors.

 

The Chair of the Executive Committees of the Divisions shall be elected by the Board of Directors for a term of four years. The Board of Directors shall nominate the other members of the Executive Committees, to include at least one member of the Board of Directors, for a term of four years.

 

An individual may serve two terms on an Executive Committee. The Executive Committees of the Divisions shall appoint the Co-Chair and the secretary from amongst the Executive Committee members.

 

Section 3. Powers and functions

 

The business of the Division shall be managed by the Executive Committee.

 

The strategy and action plan of the division shall be prepared by the Executive Committee and approved by the Board of Directors of the Society.

 

Section 4. Meetings of Executive Committees

 

The Executive Committees shall have meetings based on their activity and in consideration of action-plans approved by the Board of Directors and of resources made available to them by the Board of Directors. Meetings shall be convened by notice of the Chair or ordinary majority of the Executive Committee members. Convening notices shall be served personally or by email or mail at least six weeks before the date of the meeting. Convening notices shall state the date, place and business to be transacted at the Executive Committee meeting.

 

At least half the Executive Committee members personal presence shall be necessary to constitute a quorum for the transaction of its business. The Executive Committee’s resolutions shall be passed by majority vote of the members personally present. Whenever votes are equally divided, the Chair shall have the casting vote.

 

 

ARTICLE VIII – GENERAL ASSEMBLY

 

Section 1. Powers of the General Assembly

 

The General Assembly possesses all the powers that enable the Society to achieve its aims and carry out its activities allocated to her by the law or by these bylaws.

 

The General Assembly has exclusive powers over, inter alia:

 

1. approval of the audited accounts

2. appointment of the President

3. appointment of the President-Elect

4. appointment of the Board of Directors

5. approval of the membership fees

6. removal of the President, President-Elect or Board of Directors members 

7. amendments to the Bylaws

8. dissolution of the Society.

                           

The President, President-Elect and other members of the Board of Directors shall be elected by ordinary majority vote of the Working Members present at the General Assembly. A two thirds majority of the votes of the voting members present is required for any amendments to the Bylaws and dissolution of the Society (article XI).

 

They shall be eligible for re-election once for the same term. The president shall be eligible for re-election once for the same term. The Board of Directors requests each national association (Working Member) to nominate candidates for the positions of President-Elect, President, and membership of the Board of Directors six months prior to the date of the General Assembly meeting. Those Board of Directors members who are not candidates for election shall prepare a proposal for the General Assembly.

 

The General Assembly is empowered to propose any relevant motion to be discussed, debated and/or voted upon at the Assembly meeting.

 

Section 2. Meetings of the General Assembly

 

The General Assembly shall be held each year, where possible during an ESCAP Congress, on a date specified in the convening notice issued by the Board of Directors.

 

Convening notices shall be sent by email or mail to all members (Working, Individual, Affiliate and Honorary) by the General Secretary at least three months before the General Assembly, and contain the agenda for the meeting. The President, General Secretary and Treasurer shall each present reports to the General Assembly. All members of the Society have the right to attend the General Assembly.

 

Section 3. Extraordinary General Assembly

 

The Board of Directors, with the approval of a majority of its members, may convene an extraordinary General Assembly for the purposes of amending the Bylaws, disbanding the Society, or whenever it deems it necessary in the interests of the Society.

 

The President must convene an extraordinary General Assembly when requested, in writing, by one fifth of the Working members.

 

When an extraordinary General Assembly has been convened for the purpose of amending the Bylaws, the General Assembly can only validly deliberate and resolve, when the amendments are clearly mentioned in the notice and when two thirds of the members are present or represented. An amendment of the Bylaws can only be adopted with a majority of two thirds of the votes of the members present or represented during that General Assembly.

 

When an amendment of the purpose of the Society is proposed, the amendment can only be adopted with a majority of four fifths of the votes of the members present or represented during that General Assembly.

 

When the number of members present or represented during the first meeting is less than two thirds of the total number of members, a second meeting can be convened which can deliberate and resolve, even if the number of members present or represented is less than two thirds of the total number of members. This second meeting may not be held within a period of 15 calendar days after the first meeting.

 

Section 4. Voting

 

Working Members (national societies for child and adolescent psychiatry) have the power to vote and they shall be granted the number of votes according to the number of fee paying members within the national societies. To calculate the number of votes, the national societies are divided in four quartiles with a distribution of points going from one to four. According to the quartile members are granted one, two, three or four votes. The number of votes according to membership is reassessed every four years.

 

When a Working Member does not pay membership fees for a period of 2 years it forfeits its voting rights.

 

Section 5. Minutes of Meetings

 

Minutes are made of each meeting.

 

The minutes are executed by the President, General Secretary and Treasurer or their representatives, as well as the members who so desire. These minutes, as well as their annexes, are kept in their original form, in a special register that is held at the registered office of the Society. A copy of the minutes, executed as prescribed above, shall be sent by e-mail to all members of the Society.

 

 

ARTICLE IX – DUES

 

The Working and Acceded Members shall pay annual dues to the Society and/or to its divisions to support the aims and activities of the Society and/or its Divisions. The annual amounts of each class of membership and date by which the dues must be paid shall be proposed by the President and the Treasurer. The membership dues of national societies shall correspond to the number of their members and associated voting rights (article VIII). The membership fee for the Working Members per individual member per national society is proposed by the Board of Directors to the assembly and voted at the two-third majority.

 

 

ARTICLE X - ETHICAL PRACTICE

 

The Society is strongly committed to promoting the welfare, dignity and rights of children and their families. The Society expects the highest standard of ethical conduct by its members.

                           

ARTICLE XI - FISCAL YEAR

 

The accounting period shall commence on the first of January and close on the thirty-first of December each year. Audited accounts are presented by the Board of Directors at each General Assembly.

 

ARTICLE XII – DISSOLUTION

 

A motion may be proposed to dissolve the Society with the support of at least one third of the Working Members and can only be passed by two thirds of the Working Members present at the following General Assembly. Should the Society be dissolved, the disposition of its assets shall be decided upon by a two thirds majority of the members at the General Assembly.

                           

 

Executed in Geneva, on July 8th 2017, in two counterparts.