Statutes

1.1) Name
The name of the Society shall be the European Society for Magnetic Resonance in Medicine and Biology (ESMRMB).

1.2) Seat
The Society shall have its seat in Vienna, Austria.

1.3) Scope of activities
Its main activities shall extend throughout Europe.

The ESMRMB is a non-profit and apolitical society, which promotes the development and practical application of magnetic resonance in medicine and biology within Europe. It fosters co-operation both between workers in different European countries and between those in the various disciplines in its field. The ESMRMB is committed to scientific and technical excellence, to innovation and quality in healthcare, to the promotion of knowledge and understanding, and to interdisciplinary co-operation.
The ESMRMB aspires to be the premier body in its field within Europe, and to promote Europe’s role in the research and practice of magnetic resonance in medicine and biology.

3.1) Means
The Society holds congresses, meetings, workshops, provides educational programmes and offers a wide variety of services to its members. It also collaborates with national and international societies in related fields. Among other activities, the Society organises annual scientific meetings, manages a scientific journal and educational course programmes in the field of MRI and MRS.

3.2) Funds
The necessary funds are to be derived from:
Membership dues, proceeds from scientific meetings, workshops etc. enterprises owned by the Society, contributions, collections, legacies, interests earned and other donations.

4.1) The period
The time between two consecutive annual business meetings. The period begins and ends immediately after the business meeting.

4.2) Members in good standing
Ordinary members having paid their annual membership fee in due time as well as honorary members of the Society.

There shall be the following types of members:
5.1) Ordinary members
Ordinary members are members who participate fully in the Society’s endeavours. Different annual membership fees may apply according to the status of the member (e.g. junior, senior, radiographer, fellow).

5.3) Honorary members
Honorary members are persons who are nominated because of their outstanding contributions to the Society or to its fields of interest. For honorary members the annual membership fee is waived.

6.1) Ordinary membership
Ordinary membership shall be open to all natural persons playing an active role in research, education, development or patient care in the field of magnetic resonance.
The Executive Board shall have the final decision on the acceptance of a person as an ordinary member. Membership may be refused without providing reasons.
An application for membership must include a statement about the profession of the applicant. When accepting a new member, the Executive Board shall decide whether the new member is “clinician” or “non-clinician”.

6.2) Honorary membership
Honorary membership shall be awarded by the Executive Board on the proposal of the Nomination and Awards Committee.

Membership shall expire through death (in the case of corporations, companies or other organisations including commercial enterprises through the loss of their legal personality), voluntary withdrawal, cancellation or exclusion.

7.1) Voluntary withdrawal
Voluntary withdrawal shall be possible at any time. It is to be notified to the Executive Board at the address of the ESMRMB office in writing at least 1 month prior to the end of the calendar year, preceding the year in which the withdrawal shall become effective. If the notification occurs late, the withdrawal shall become effective at the next withdrawal date, which is the end of the calendar year following the notification of withdrawal.

7.2) Cancellation
Cancellation of membership may be decided by the Executive Board if the member is, despite two written reminders, more than six months in arrears with the payment of his/her membership dues. The annual membership fee is due until the end of the current year. Cancellation shall not affect the member’s obligation to pay the unsettled dues of the current year.

7.3) Exclusion
Exclusion from the Society may be decreed by the Executive Board on grounds of a serious violation of membership obligations or of dishonourable conduct. Appeal to the Business Meeting against exclusion shall be possible. The membership rights shall be suspended until a decision is taken by the Business Meeting.

7.4) Withdrawal of honorary membership
Withdrawal of honorary membership may be decided by the Business Meeting upon request by the Executive Board for reasons listed under item 7.3.

Members in good standing shall be entitled to participate in all events of the Society and to use the facilities of the Society.
Ordinary members and honorary members in good standing shall have the right to vote at the Annual Business Meeting and to elect officers. The right to stand for elections, however, shall be reserved for ordinary and honorary members who have their place of residence in Europe.
Members shall be obliged to further the interests of the Society as far as their resources permit it and to refrain from activities which could harm the image and purpose of the Society. Members are to observe the statutes of the Society as well as the decisions taken by the bodies of the Society. Ordinary members shall be obliged to pay the membership dues in the amount determined by the Annual Business Meeting in time.

The organs of the Society shall be
9.1) The Business Meeting
9.2) The Executive Board
9.3) The Standing Committees:

• Nomination and Awards Committee (article 12.2.d and 14.1)
• Editorial Board (article 12.2.i)
• Congress Planning Committee (article 12.2.j and 14.2)
• Membership, Marketing & Media Committee (article 12.2.g and 14.3)

9.4) The Controllers
9.5) Conciliation Board

10.1) Annual Business Meeting
The Annual Business Meeting shall take place every year, typically during the Annual Congress of the Society.

10.2) Extraordinary Business Meeting
An Extraordinary Business Meeting is to take place by decision of the Executive Board, the Annual Business Meeting, the Controllers or by a written reasoned request of at least 10% of the members in good standing of the Society. In these cases, the Extraordinary Business Meeting is to be held three months after the request for such a meeting has been submitted to the Executive Board at the latest.

10.3) Invitation to the Business Meetings
As regards both the Annual Business Meetings and the Extraordinary Business Meetings, the members are to be invited in writing at least 6 weeks prior to the date of the meeting.

10.4) Agenda
The agenda will becommunicated to the members at least 2 weeks prior to the Business Meeting. Final decisions – except decisions requesting the convocation of an Extraordinary Business Meeting – may only be made on items listed on the agenda.

10.5) Right to attend and voting
Ordinary members in good standing and honorary members of the society shall have the right to attend the Business Meeting. Every member shall have one vote. A transfer of the voting right shall not be possible. The Business Meeting shall reach a quorum irrespective of the number of members present.
The Business Meeting shall in principle vote and decide by a relative majority of votes. Decisions involving an amendment of the statutes of the Society or its dissolution shall require a two third majority of the votes cast. The presiding member shall have the casting vote in the event of a tie.

10.6) Chairperson
The Business Meeting shall be chaired by the President.

The following duties lie within the authority of the Business Meeting:
a) receive and approve the report on the status of the Society and the statement of accounts,
b) receive and approve the next annual budget,
c) determine the amount of the membership dues for the coming year,
d) release or exclude Executive Board members upon request by the Executive Board,
e) decide on appeals against exclusion from membership,
f) decide on amendments to the statutes and the dissolution of the Society,
g) deliberate and decide on other items on the agenda.
Furthermore, the results of the Executive Board elections and the selection of venues and dates of future Annual Scientific Congresses are to be announced at the Business Meeting.

12.1) Structure of the Executive Board
The Executive Board shall consist of eight elected and additional co-opted members.
All members shall have their place of residence in Europe.

• Each period, one member shall be elected by the membership (election process article 12.3) as President Elect for the presidential track (President-Elect, Vice-President, President and Past-President).
• Every other period, one member shall be elected by the membership (election process article 12.3) as Membership, Marketing & Media Officer and one member as Secretary.
• For persons elected to the presidential track, no re-election to the Executive Board is possible, but the Executive Board has the power to co-opt and to appoint individuals to non-elected positions.
• Additional members will be co-opted by the Executive Board due to their specific functions:
  The chairpersons of the Congress Planning Committees of the upcoming Scientific Meeting and of the following one are voting members of the Executive Board. The Editor in Chief of the Journal of the Society is a co-opted member of the Executive Board with no voting rights.
• The Chairperson of an Ad Hoc Committee shall be co-opted to the Executive Board as a voting member for the term of office.

12.2) Positions and special duties of Executive Board members
a) The President Elect

• shall coordinate together with the Vice President the preparation of venue selection for the annual meeting,
• shall take over all duties and responsibilities of the Vice President if the Vice President is incapacitated or absent.

b) The Vice President

• shall be responsible for the strategic review of the Society and performance assessment of the Society organs,
• shall be responsible for the preparation of venue selection for the annual meeting,
• shall take over all duties and responsibilities of the Past President if the Past President is incapacitated or absent,
• becomes ex-officio member of the Congress Planning Committee of the upcoming year.

c) The President

• represents the Society externally,
• chairs the Business Meeting and the Executive Board Meetings,
• shall be responsible, on behalf of the Society, to sign written documents and announcements, in particular documents containing obligations of the Society, in conjunction with another member of the Executive Board,
• in emergency situations he/she shall attempt to consult the Executive Board before acting. If this is impossible then he/she may act on his/her own initiative and take decisions in matters falling within the jurisdiction of the Business Meeting or the Executive Board at his/her own risk and at his/her own responsibilities; such decisions shall, however, require subsequent approval by the responsible body of the Society,
• shall work in close cooperation with the Office in order to lead the society through the dailypractical working- and decision making processes.

d) The Past President

• shall be responsible for the supervision of the Statutes, Governance and the Guidelines of the Society,
• shall take over all duties and responsibilities of the President if the President is incapacitated or absent,
• chairs the Nomination and Awards Committee.

e) The Secretary

• shall be responsible for the minutes of the Annual Business and the Executive Board meetings,
• shall supervise the orderly storage of the Society documents and shall, together with the President, prepare the agendas of the meetings,
• shall be responsible for external relations, i.e. all preparations of meetings and correspondence as far as joint projects and common interests with other non-profit societies or associations are concerned,

The term of office of the Secretary shall be two periods, after which he/she preferably becomes Education Officer or Treasurer.

f) The Treasurer

• shall be responsible for the finances
• shall be responsible for the receipt, administration and the payment of financial obligations of the Society,
• shall act as financial advisor to the Executive Board,
• shall prepare a written financial statement for each meeting, which he/she shall comment on during the meeting. The statement shall provide detailed information on receipts and expenditure as well as on the financial status of the Society,
• shall submit his/her report together with the relevant documents to the independent auditors in time, so that they can revise the annual statement of accounts and present it to the Annual Business Meeting,

The term of office of the Treasurer shall be two periods.

g) The Membership, Marketing & Media Officer

• shall be responsible for matters related to the members,
• shall be in charge of organising and developing services provided by the society to the members,
• shall supervise the membership lists,
• shall proactively recruit new members and aim to retain existing members
• shall create and provide content for promotion of the society
• shall be responsible for the public relations and promotion activities, as well as the contents of the Society internet home page and the society pages within the journals of the society
• shall create and provide content for all social media activities of the society.
• Shall chair the Membership, Marketing & Media Committee

The term of office of the Membership, Marketing & Media Officer shall be two periods, after which he/she preferably becomes Education Officer or Treasurer.

h) The Education Officer

• shall be responsible for the organisation and the scientific programme of the educational activities and the scientific workshops of the Society, including the teaching sessions of the Annual Scientific Meeting, in coordination with the Congress Planning Committee,
• shall be responsible for the supervision of the organisation of the educational course programmes outside the Annual Scientific Meeting,
• shall chair the society’s Academy of MR, which will comprise of the society’s course driectors
• shall be responsible for the accreditation and support of external educational and workshop activities if requested,

The term of office of the Education Officer shall be two periods.

i) The Editor In Chief

• shall exercise control of the editorial development and the editorial content of the scientific journal of the society,
• chairs the Editorial Board of the Journal

The Editor in Chief shall be appointed by the Executive Board and the renewable term of office is four periods.

j) Congress Planning Committee Chairpersons of the upcoming and the following scientific meetings

• shall be responsible for the scientific programme of the Annual Scientific Meeting he/she has been appointed for,
• chairs the corresponding Congress Planning Committee of the Annual Scientific Meeting

The Congress Planning Committee Chairperson is appointed by the Executive Board.

12.3) Election process
Ordinary in good standing and honorary members shall elect a President Elect in every period. The term of office shall be four periods whereof the office of President Elect shall be vested in the first period, the office of vice president in the second period, the office of president in the third period and the office of past president in the fourth period. Every other period, ordinary and honorary members in good standing shall elect one Membership, Marketing & Media Officer and one Secretary. The election process shall be organised and executed by the Nominations and Awards Committee assisted by the Office. Before the election shall take place the Nomination and Awards Committee shall send a call for nominations to the membership, giving them at least 2 weeks time to return their proposals. Every ordinary and honorary member can give one or several proposals. The election may be by postal ballot mail or by way of electronic voting. The voting procedure has to be in compliance with the principles of free and equal elections in particular by providing for proper identification of the voters, for anonymity, for prevention of the voters to vote more than once and for notification of the voter that his vote has been cast.

For each vacant position a minimum of 2 candidates shall be nominated by the Nominations and Awards Committee, all in the same category (clinician or non-clinician). The candidate with the relative majority of the votes is elected. The candidate in the Presidential track shall be alternating a non-clinician or a clinician; the 2 candidates for the positions of the Membership, Marketing & Media Officer and Secretary shall be one non-clinician and one clinician. When selecting the candidates, an overrepresentation of one or several European countries shall be avoided. Every second year, the President in office appoints one of the newly elected members as a Membership Officer and the other as Secretary. The 2 members previously occupying these positions will be appointed as Treasurer and as Education Officer.

12.4) Executive Board Meetings
The Executive Board shall be convened in writing by the President prior to the scheduled meeting and shall meet at least three times a year.

The Executive Board shall have a quorum if all its members have been invited and if at least half of the voting members are present. The Executive Board shall decide by simple majority; in the event of a tie, the presiding officer shall have the additional casting vote.

12.5) Resignation and withdrawal
Apart from death and expiry of the term of office, the function of an Executive Board member shall terminate if he/she is removed by the Business Meeting, upon request by the Executive Board, or by resignation. Exclusion from the Executive Board may be decreed by the Executive Board on grounds of continuous inactivity, serious violation of membership obligations or of dishonourable conduct. Appeal to the Business Meeting against exclusion shall be possible. The rights of the Executive Board member shall be suspended until a decision is taken by the Business Meeting. Any member of the Executive Board may announce his/her resignation in writing at any time. The notice of resignation is to be addressed to the Executive Board, or in case of resignation of the entire Executive Board, to the Business Meeting. Resignation shall only take effect after the election or co-option of a successor. In this case the Executive Board has the duty to co-opt a new member for this position until the end of its term. To do so, the Executive Board shall also have the right to co-opt previous or current members of the Executive Board, if appropriate.

The Executive Board shall be responsible for the management of the Society. It is to perform all functions not allocated to another organ of the Society by the Statutes. Its responsibilities shall include:

a) co-option of Executive Board members, to chair Ad Hoc Committees (article 15)

b) organisation of annual congresses and vote on the congress venue,

c) preparation of the Annual Business Meeting,

d) calling of Extraordinary Business Meetings,

e) administration of the assets of the Society,

f) Award of Society fellowships to ordinary members (Society fellows shall be nominated because of their important contributions to the Society or to its fields of interest) on the proposal of the Nomination and Awards Committee;

g) admission, exclusion and cancellation of Society members either by itself or by delegation to an appropriate committee

h) appointment and exclusion of the members of the standing committees and of the ad hoc committees

i)  decision of transforming an ad hoc committee to a standing committee.

j) appointment of the Chairperson of the Scientific Programme Committee and of the Local Organising Committee for the Annual Scientific Meeting,

k) proposal of the dissolution of the Society to the Business Meeting,

l) approval of the Society Guidelines.

The standing committees are defined under item 9.3, if not defined differently under item 14.1 – 14.3.

a) members of a standing committee shall be proposed by the chairperson of the specific committee and appointed by the Executive Board,

b) the term of office of the members of a standing committee ends with the end of the term of office of its chairperson,

c) a committee shall consist of a minimum of two members plus the chairperson.

d) The Chairperson of any standing committee may suggest exclusion of a member of that specific committee if he/she is considered continuously inactive. Such suggestions shall, together with a proposition for replacement, be made by the Chairperson to the Executive Board.

14.1) The Nomination and Awards Committee
The Nomination and Awards Committee consists at least three members (not including the chairperson).

14.2) The Congress Planning Committee
The Congress Planning Committee is chaired by the Congress Planning Chairperson, supported by the Education Officer as as vice chair. The purpose of the committee is to plan the annual scientific congress, including its educational activities

14.3.) The Membership, Marketing & Media Committee
The Membership, Marketing & Media Committee shall be responsible for matters related to membes, in particular the responsibilities outlined in article 12.2.g.

The Executive Board can establish Ad Hoc Committees, consisting of a chairperson and a minimum of two members. The Executive Board appoints the chairperson of an Ad Hoc Committee. Committee members shall be proposed by the chairperson and appointed by the Executive Board. Chairperson of an Ad Hoc Committee shall be co-opted to the Executive Board for the term of office as a non-voting member. The Executive Board may decide to transform an Ad Hoc Committee into a standing committee.

16.1) Election process
Two Controllers shall be proposed by the Executive Board and appointed by the Business Meeting for one period. Re-election is permissible. The provisions with regard to the appointment, relief and resignation of the Executive Board shall be applicable mutatis mutandis for the Controllers.

16.2) Controlling / Auditing
The Controllers shall control the financial management of the Society with regard to the regularity of the accounting and the use of the Society’s assets and means in compliance with its statutes. The Executive Board has to provide the Controllers with all necessary documents and information. The Controllers shall report to the Executive Board. The Executive Board shall remedy all deficiencies with regard to the financial management of the Society found by the Controllers and take all measures to avoid any danger from the Society notified of by the Controllers. The Executive Board shall inform the members of the Society about the audit. Information of the members in the course of a Business Meeting has to be given in the presence of the Controllers.

16.3) Special duties
Should the Controllers establish that the Executive Board persistently and seriously infringes its duties with regard to their liability to account and no efficient remedy can be expected within the Society before long, the Controllers have to demand the convocation of a Business Meeting from the Executive Board. The Controller itself also is entitled to convoke a Business Meeting.

17.1) Voting
The voluntary liquidation of the Society may only be resolved with a majority of two thirds of the votes in a Business Meeting convened for this purpose.

17.2) Liquidation of the Society
This Business Meeting is also to pass a resolution concerning the assets of the Society, if such assets exist.

The Business Meeting is to appoint a liquidator and to pass a resolution to whom it is to transfer the assets of the Society remaining after the payment of the debts. In the case of liquidation of the Society, these assets, as far as it is possible and permitted, shall be transferred to a non-profit organisation for the promotion of non-profit purposes in accordance with Section 34 ff of the Austrian Tax Order (Bundesabgabenordnung) preferably promoting research and science in the field of magnetic resonance in medicine and biology. The same shall be valid in case the Society ceases to promote its non-profit purpose.

17.3) Announcement of liquidation to the competent authorities
The last Executive Board of the Society is to inform the competent authorities of the voluntary liquidation in writing.

18.1) Settlement of disputes
All disputes internal to the Society shall be settled by the Conciliation Board.

18.2) Composition of Conciliation Board
The Conciliation Board shall be composed of three individual members. In case of a dispute the contesting party shall notify the Executive Board accordingly and nominate a conciliator in writing. The Executive Board shall notify the other party about the instigation of the conciliation proceeding within fourteen days and request the appointment of a further conciliator within fourteen days. In the case a contesting party is formed by more than one person also one conciliator can be appointed. The Executive Board shall request the two conciliators of the contesting parties to nominate a chairman of the conciliation board within fourteen days. The members of the Conciliation Board shall have to be unbiased with regard to the dispute subject to conciliation.

18.3) Decision making process
It is the purpose of the Conciliation Board to achieve a quick and fair settlement of the dispute under observation of the principles of a fair trial in particular the principle of the opportunity of being heard. Unless the prior termination of the conciliation proceeding, the parties can resort legal disputes to the courts of law six months after instigation of the conciliation proceeding. The conciliation proceeding is either terminated by settlement or a decision of the Conciliation Board. The Conciliation Board shall render its decision in the presence of all its members by a simple majority of votes. In the case of disputes internal to the Society the decisions of the Conciliation Board shall be final.