E3S statute

STATUTE

Paragraph 1
Appellation and Head Office

The name of this association is European Sensory Science Society (E3S) (hereinafter E3S) with registered office and head office in Florence, Italy.

E3S is autonomous, independent from political parties and not for profit. 

Paragraph 2
Mission, Aims and Activities

The goal of E3S, concerning general interest and social utility, is to gather, within a single organization, all national organizations that deal with sensory science and operate in European countries. 

Mission

To bring together national sensory science organizations from Europe under a single organization in order to:

–        Facilitate the growth of Sensory Science
–        Promote co-operation, shared goals, integration of activities, and knowledge and information exchange amongst national sensory science organisations in Europe
–        Establish, maintain and enhance the professional status of sensory scientists
–        Develop and disseminate research, innovation and education in sensory science

Aims

–        Promote collaborative discussion and research
–        Promote collaborative educational activities, such as Master and PhD courses
–        Provide practical information for sensory practitioners
–        Provide opportunities for networking, through formal and informal events, membership lists, etc.
–        Encourage novice sensory scientists to enter the profession
–        Promote continuing professional development of sensory scientists through a variety of means, such as mentoring, travel awards, training courses, workshops, conferences, etc.
–        Provide career advice for sensory scientists
–        Promote the professional conduct of sensory scientists by upholding ethical, legal and appropriate laboratory practices
–        Author and/or edit published material on sensory science, including manuals, standards, newsletters, websites and journals
–        Link with sensory science organisations outside Europe

Activities

The following are examples of E3S activities:

–        Organise a bi-annual European sensory conference,
–        Organise meetings, for example conferences, seminars, workshops and training courses
–        Support/Adopt  an international scientific journal
–        Maintain a society website
–        Contribute to the European Committee for Standardization and the   International Organization for Standardization (ISO).

E3S may be involved with other entities or organizations with goals indirectly similar to its own, constitute or promote the creation and the expansion of associations, foundations or other entities for the functional achievement of its scientific and cultural aims, and to the successful administration of its assets.
Any activity not mentioned above is forbidden, with the only exception of those directly related to the goals of E3S.
It is also forbidden, for all the duration of E3S, even in any indirect way, to share profits or any exceeding funds, retained earnings or capital.
E3S is obliged to use any profits or retained earnings for the realization of institutional activities or for any purpose directly related to them. 

Paragraph 3
Members

Any national organization from European countries that shares the goals of E3S may be admitted with unlimited member status, which is subject to acceptance by the Board of E3S.
Any temporary membership is excluded.

Paragraph 4
How to Gain Membership

Application to become Member of E3S is addressed to the Board, providing information about the structure, mission and aims of the applying organization.

All Members are compelled to pay an annual subscription fee, decided by the Assembly.

Paragraph 5
Loss of the Status of Member

A Member of E3S loses its status of member if:
a)  Presents  its written resignation;
b)  Omits to pay its annual subscription fee, six months after it has been given notice to pay;

A Member may be expelled from E3S if the Board finds that the Member has acted morally or ethically in ways inappropriate to the spirit of E3S.

The loss of status of member is resolved by the Board. A Member that has been expelled by the Board can appeal against this decision to the Assembly within thirty days. Membership is suspended until the Assembly, that has to take a resolution within thirty days, has reached a decision on the status of membership.

Paragraph 6
Bodies of E3S

The following two bodies constitute E3S:
a)  The Assembly
b)  The Board

Paragraph 7
The Assembly

The Assembly has the authority:

a)  To elect the Board;
b)  To elect the Chair and Vice-Chair of the Board;
c)  To decide the action line of the activities of E3S;
d)  To approve the annual reports on the activities of E3S;
e)  To approve the final balance and the annual budget;
f)  To decide on discharging the Board from liability;
g)  To elect the Election Committee;
h)  To approve any modification of the Statute proposed either by the Board or by  any of the Members;
i)  To decide on any changes of the annual subscription fee, under suggestion of the Board.

The Assembly is constituted by the Members, each entitled to the right of one single vote. This right is exerted in person. Votes are public, with exception to election of the Board, for which secret ballot is applied. Every Member has the right to be represented by maximum two persons, being understood that the vote is however one. 

Paragraph 8
Meetings of the Assembly

The Assembly meets at least once every year. The language at meetings is English. A meeting may be called extraordinarily any time the Board deems it necessary, or else if at least 1/3 of the Members request it. If so the Members must write the agenda for the meeting.

The date and place of a meeting shall be subject to an agreement between the Board and the Member acting as host.

The meeting will be called by a mail circulation (e.g., e-mail) to the Members. The Board shall ensure that notice of the agenda, including information on the date and place of a meeting, is circulated, together with basic documents, at the latest 8 weeks before the date of the meeting.

The Assembly will elect a chair of the meeting among the representatives of the Members of E3S. Members of the Board are not allowed to chair assembly meetings.

The Assembly is effectively constituted when at least 2/3 of the Members are present. Decisions are effectively taken with more than 1/2 of the valid votes of the Members present at the meeting, unless decisions are regarding changes of the Statute, which must be unanimous. If not all Members present at the meeting support the decision to change the Statute, it must receive support from 2/3 of the Members present at the meeting at two subsequent meetings to be effective. One of these meetings must be the annual meeting.

Meetings conducted with the aid of audio-conference or video-conference devices may be considered valid if identification of attendees is guaranteed and if attendees are constantly able to intervene during the meeting. 

Paragraph 9
The Board

The Board is appointed by the Assembly with all the powers, ordinary and extraordinary, for administration and management of E3S, exception made for those powers excluded by law or by the Statute.

In specific the Board has the following functions:
a)  To execute the activities approved by the Assembly;
b)  To propose any alterations to the Statute, to regulations and their modifications;
c)  To decide on the admission of new Members, and possibly declare the loss of status as Member;
d)  To suggest to the Assembly the amount of the annual subscription fee;
e)  To manage the assets and funds of E3S;
f)  To draw up the annual financial plan, the final balance and the annual budget that will be approved by the Assembly;
g)  To estimate the refunding for any Member for activities conducted in the name of E3S;
h)  To call the annual meeting and extraordinary meetings of the Assembly.

Any individual who is a member of the national organizations, which are Members of E3S, is entitled to be a candidate for the Board. 

Paragraph 10
Composition and Operation of the Board

The Board is formed by 7 (seven) individuals who are members of a national member organization of E3S.

One of the members of the Board will be appointed Treasurer of E3S and will be responsible for all the incomes and expenditures. Every six months the Treasurer will report the financial status of E3S to the Board.

Each member of the Board is elected for a term of two years and may be re-elected.

The Board meets whenever the Chair deems it necessary or after request of at least two of its members. The language at meetings is English.

The Board is led by the Chair or, in his/her absence, by the Vice-Chair. Meetings are called by fax or e-mail with at least a five days notice, unless urgency requires shorter notice.

The Board is effectively constituted when 1/2 of its members, including the Chair or Vice-Chair, are present. Decisions are effectively taken with more than 1/2 of the valid votes of the members of the Board who are present at the meeting.

Meetings conducted with the aid of audio-conference or video-conference devices may be considered valid if identification of attendees is guaranteed and if attendees are constantly able to intervene during the Meeting. In such cases the Board will be considered held at the registered office of E3S. 

Paragraph 11
The Chair

The Chair is the legal representative of E3S in front of third parties and has the power and function to assure the application of the rules of the Statute.

The Chair summons the Assembly under mandate of the Board;

The Chair summons the Board;

The Chair is elected for a term of 2 years and can be re-elected. Whenever the Chair is absent, he/she is substituted by the Vice-Chair. 

Paragraph 12
Assets of E3S

The income of E3S is collected from the amount of the annual subscription fees and from subsidies made by the Members or by third parties, public or private.

Any retained capital will be utilized for implementing the purposes of E3S and may be of material or immaterial nature.

Any Member who for any reason should cease to be part of E3S has no rights or claims over the Assets of E3S.

The annual subscription fees are not conveyable nor can be revalued.

Paragraph 13
Dissolution and Winding-up

Dissolution, winding-up and extinction of E3S, besides what stated in the present Statute, are regulated by the rules contained in the Italian Civil Code and the applicable laws concerning this kind of associations.

In case of dissolution for any reason, the assets of E3S will be distributed to another organization with similar goals or to purposes of social utility after consulting the competent authority as referred in paragraph 3, comma 190, of the Italian Rule dated December 23 1996, n° 662, exception made for different destinations imposed by the law.

The decision on dissolution is taken by the Assembly with the majority of 3/4 of the Members of E3S.

Paragraph 14
Postponement Rule

Except where this Statute expressly provides otherwise, E3S is governed by the Italian Civil Code and the other applicable laws.

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