CONSTITUTION OF THE WORLD FEDERATION OF SOCIETIES OF BIOLOGICAL PSYCHIATRY
Association domiciled in Zurich, Switzerland
Resolved during the General Assembly in Kyoto on 26th June 2013
1 Name, Domicile and Purpose
1.1 Under the name World Federation of Societies of Biological Psychiatry (hereafter called the "Federation") there exists an association pursuant to art. 60 et seq. of the Swiss Civil Code with domicile in Zurich.
1.2 The Federation is an international association of the National Societies involved in the field of biological psychiatry. The purpose of the Federation is to promote, in all countries, education and the attainment of the highest level of knowledge and understanding in the field of biological psychiatry in so far as such activities shall be wholly non-profit making in nature. Biological psychiatry is defined as being all forms of study of the biological basis of mental disorders and related manifestations. Such studies may be pursued in animals or human beings and be of experimental, clinical or applied nature.
1.3 To that end, but without restricting the foregoing main object of the Federation and in so far as the same shall be wholly charitable, the federation intends:
1.3.1 To foster, improve and encourage scientific research, investigation and education in the field of biological psychiatry
1.3.2 To supply information to, to operate with and to advise, through its committees, any society, institution or individual interested in these problems.
1.3.3 To establish and maintain an efficient collaboration with international and national learned societies, governmental organisations, professional associations and other groups, institutions and individuals who contribute to progress in the field of biological psychiatry.
The means of attaining these ends shall consist more particularly of:
2.1 Organising World Congresses of Biological Psychiatry to be held in one of the countries represented in membership of the Federation.
2.2 Appointing Committees, Task Forces, groups or individuals for the purpose of studying all problems related to the aims of the Federation.
2.3 Fostering and facilitating in all countries the proper methods of study and means for action, of meeting and of exchange of ideas, concerning progress attained in biological psychiatry.
2.4 Disseminating information through the World Journal of Biological Psychiatry and other media.
2.5 Making known its activities as well as those of congresses and national or regional meetings and those of its committees by all appropriate means and, in particular, through the medium of its official publications, as outlined in article 2.4.
2.6 Collaborating with the World Health Organisation and other international and national scientific and cultural institutions in so far as they endeavour to improve human health in the field of biological psychiatry.
3.1 The Federation is an association composed of National Societies of biological psychiatry.
3.2 To permit participation in the Federation by qualified individuals residing in a country without a National Society of biological psychiatry registered in the Federation, an Individual Membership Section ("IMS") is established. The IMS shall have the status of a single member society with respect to privileges of representation on committees and task forces. The IMS shall be represented by an individual member elected by the IMS and submitted to the Secretary of the Federation any time prior to the General Assembly.
3.3 Application for society membership must be made in writing to the Secretary and be accompanied by a list of the current officers and members of the society applying for membership and by a copy of its constitution. Member societies shall be those societies whose applications for membership have been accepted by majority vote of the council and the General Assembly. If the votes are equal, the chairperson of the General Assembly shall have the deciding vote.
3.4 Application for membership in the IMS must be made in writing to the Secretary, accompanied by an up-to-date curriculum vitae. Such applications shall be reviewed by the membership committee.
3.5 Maintenance of the privileges of membership, including voting rights, requires regular payment of dues, as described under Article 12.
3.6 Any person who has rendered important service to the Federation may be appointed Honorary Fellow by a two-thirds majority vote of the General Assembly.
4.1 The Federation has the following executive bodies
- The General Assembly
- The Council
- The Executive Committee
- The presidents from each of the member societies or their officially appointed representatives (one for each member society) and one representative of the IMS
- The Auditors
4.2 The General Assembly
4.2.1 The General Assembly is composed of the President and two delegates from each National Society, the members of the Executive Committee and the honorary presidents (official members of the General Assembly). The President of each National Society and of the IMS shall submit the names of these delegates officially appointed in advance to the Secretary of the Federation. A secretary of the General Assembly is appointed by the General Assembly by majority vote to manage the election process. Members of the Executive Committee cannot be elected as secretary of the General Assembly. The General Assembly is chaired by the President of the Federation.
4.2.2 The ordinary General Assembly is held at the place and date fixed for the session of the World Congress of Biological Psychiatry.
4.2.3 The General Assembly shall be convened by the President. Notice shall be given at least 20 days prior to the meeting in writing stating the agenda. Notice may be arranged via electronic systems.
4.2.4 Extraordinary General Assembly meetings shall be called by the President according to necessity or if so requested in writing by at least 20 % of the member societies stating the purpose of such meetings. Notice shall be arranged via electronic systems.
4.2.5 All members of the Federation may attend the General Assembly, but only the official members of the General Assembly shall have voting power.
4.2.6 There is a quorum of the General Assembly if 30 % of the total of the member societies is present.
4.2.7 The voting power of the member societies is as follows:
10 - 20 members: 1 vote
21 - 40 members: 2 votes
41 - 80 members: 3 votes
81 - 200 members: 4 votes
201 - 400 members: 5 votes
401 - 600 members: 6 votes
601 - 801 members: 7 votes
more than 801 members: 8 votes
The relevant number of members for the calculation of the voting power is determined on the basis of the average number of members during the four calendar year period prior to the General Assembly. If a member society has existed for less than four years, the average of numbers during the actual number of calendar years of existence serves as the basis for the calculation. The members of the Executive Committee each have one vote in the General Assembly. The IMS only has one vote in the General Assembly.
4.2.8 The General Assembly elects with absolute majority of the votes cast the President-Elect, the Vice-President, the Secretary, the Vice-Secretary, the Treasurer and the Vice-Treasurer. If the votes are equal, the chairperson shall have the deciding vote. The candidates are initially nominated at least 3 months prior to the General Assembly by the Nomination Committee and furthermore approved by the Council.
4.2.9 The General Assembly approves the accounts and decides on the use of the financial result. The General Assembly appoints the Auditors.
4.2.10 The General Assembly determines the membership dues pursuant to Article 12.
4.2.11 The General Assembly can pass resolutions and carries out elections on matters which are not included in the constitution with the absolute majority of the votes cast. If the votes are equal, the chairperson shall have the deciding vote. Matters on which a vote will be cast must be sent to the President at least 3 months before the General Assembly and have to be on the agenda. A two-thirds majority of the votes is required for the election of a honorary fellow, for changes of the constitution, for amalgamation or dissolu¬tion of the Federation.
4.3 The Council
4.3.1 The Council is composed of the Executive Committee, together with one delegate officially appointed by each National Society and the IMS. The Council is chaired by the President of the Federation.
4.3.2 The Council meets before the General Assembly. It may also conduct its business by postal ballot or via electronic systems.
4.3.3 For the Council meeting before the General Assembly or such other meetings of Council called officially, the name of the delegate shall be submitted in advance to the Secretary of the Federation.
4.3.4 There is a quorum of the Council if one representative of each of one third of the Members Societies together with the President and the Treasurer or their specified deputies and one other Executive Officer are present.
4.3.5 Each member (including the Chairperson) of the Council has one vote. The Council passes resolutions, to the extent the law or the Constitution do not provide otherwise, with the absolute majority of the members present.
4.3.6 A three quarters majority of the member of the Council present is required for the exclusion of a Member Society from the Federation.
4.4 The Executive Committee
4.4.1 The Executive Committee is composed of: President, Vice-President, Secretary, Vice-Secretary, Treasurer and Vice-Treasurer; in addition thereto the immediate Past-President serves on the Executive Committee for a period of two years after their term as President; further the President-Elect serves on the Executive Committee two years before the beginning of their term as President.
4.4.2 The Executive Committee may hold meetings at any time and in any place, which may be convenient to its members; it may conduct its business by postal ballot or electronic systems. It shall have full power to enact by-laws and regulations not in conflict with the Constitution subject to ratification by the Council.
4.4.3 There is a quorum of the Executive Committee if at least four members including the President and the Treasurer are present.
4.4.4 Each member (including the President) of the Executive Committee has one vote. The Executive Committee passes resolutions, to the extent the law or the Constitution do not provide otherwise, with the absolute majority of the members present.
4.4.5 The Executive Committee may appoint a professional company as the Federation's central headquarters. Such company will then designate the person acting as Executive Director after appointment of and in agreement with the Executive Committee. The Executive Director is executing the directions as enacted by the Executive Committee and renders all necessary administrative services to the Federation.
4.5 The Auditors
The Auditors shall audit the books and records. The Auditors shall prepare a report in writing addressed to the Council, which in turn presents such report to the General Assembly. Only Certified Public Accountants can be appointed as Auditors.
5 Terms of Office
5.1 Subject to other specific provisions in this Constitution the terms of office begin and end at the conclusion of the respective General Assembly electing the Federation's officers.
5.2 Honorary Fellows are elected without term by a two-thirds majority vote of the General Assembly. They have no voting power.
5.3 Past-Presidents are entitled Honorary Presidents without term. The immediate Past-President serves on the Executive Committee for a period of two years after their term as President. In the event of the prolonged incapacity or death of the President, the Vice-President assumes their office and duties for the remainder of the fiscal period.
5.4 The term of office of the President, the Vice-President, the Secretary, the Vice-Secretary, the Treasurer and the Vice-Treasurer is four years. They are not eligible for re-election in the same office. The term of office of the President-Elect starts two years before the beginning of their office as President. The term of office of the immediate Past-President is two years after the end of their term as President.
An exceptional shortened and transitional presidency of only two years applies for the period 2013/15. During 2013/15 the Executive Committee will consist of eight members, thereafter of seven members. The Executive Committee is entitled to nominate one or more candidates for the office of Transitional President for 2013/2015. The Transitional President will be elected by the General Assembly on June 26, 2013.
5.5 Each delegate is appointed by their National Society or IMS to represent their group in the affairs of the Council. In the absence of a delegate from the meeting of Council, an alternate shall be appointed by the National Society or by the IMS for the duration of the meeting. The name of the delegate shall be forwarded on their appointment and annually thereafter to the Secretary of the Federation.
6 Fiscal Year
The fiscal period (accounting period) is a four year's period, and the beginning is 1st of January and ending 31st of December (calendar year). Interim balance sheets shall be drawn up annually as per December 31.
7 Special Commissions
The Executive Committee, or the Council or the General Assembly may set up Committees or Task Forces, each to develop a special task for a specific period of time. As many members as required to complete the task will be appointed to each Committee or Task Force and one member will be designated as Chairperson.
8 Nomination Committee
8.1 Not less than one year before the end of the fiscal period, the Executive Committee shall elect three delegates to serve as a Nomination Committee under the chairpersonship of the immediate Past-President.
8.2 This Nomination Committee shall invite nominations from the members of the Council who may each consult with their parent Society or the IMS for the offices of the Vice-President, the President-Elect, the Secretary, the Vice-Secretary, the Treasurer and the Vice-Treasurer of the Federation. The Executive Committee may decide the number of candidates to be nominated for each of the six officer posts but there should never be less than two for each position. Having ascertained the willingness of the candidates to serve and following approval of the nominations by Council, the Chairperson of the Nomination Committee shall submit their names to the vote of the General Assembly. The Secretary shall supervise the ballot in the Assembly and record the results.
8.3 The nominations are closed 3 months before the election takes place.
9.1 Not less than two years before the next World Congress an Organisation Committees of the World Congress shall be set up.
9.2 Not less than two years before the date of the congress, the general plan of the congress, including a proposed budget shall be submitted by the Organisation Committees to the Executive Committee of the Federation for ratification in principle.
10 Constitution and Special Committees
At the beginning of the WFSBP term, other Committees may be set up by the Executive Committee. The Committees must report and make recommendations to the Executive Committee.
The official language of the Federation shall be English.
12 Finances, Liabilities
12.1 In order to accomplish its purpose, the Federation will use membership dues and other contributions, for the benefit of the Federation and their members.
12.2 For all obligations of the Federation only the Federation's property is liable. Any personal liability of the members is excluded.
12.3 Members of the Council and of the Executive Committee as well as other officers of the Federation will carry no personal financial responsibility with regard to the activities or financial responsibility of the Federation, subject to art. 55 para 3 of the Swiss Civil Code. Should any of the aforementioned individuals be held personally or financially responsible, their liability will be covered by the Federation, unless such individuals have acted wilfully and knowingly to the detriment of the Federation.
12.4 Each National Society shall pay to the Federation an annual subscription, the amount of which shall be determined by the General Assembly. The amount of such subscription shall be proportionate to the number of members of each Society and shall be payable in advance to the Treasurer at the latest by the 31st of December each year. The National Societies are obliged to send a list of their members including full contact details, at the time of submitting their membership dues.
12.5 Members of the Individual Membership Section will pay annual dues at a level determined by the General Assembly. They will be billed individually by the Treasurer.
12.6 The Executive Committee shall determine all matters of finance, such as the site of the treasury and the making of grants, loans and prizes.
12.7 The Federation shall have the right to accept and administer gifts, legacies, movable or immovable properties, donations and assets of any kind without any restrictions as to amount or value.
12.8 No portion of the assets of the Federation shall be paid, directly or indirectly, to any Member Society or officer of the Federation, except for reasonable payment for services actually rendered or reimbursement of expenses incurred in the interests of the Federation.
12.9 The Treasurer shall keep proper books and records of the accounts.
13 Dissolution of Federation
13.1 The Federation may be dissolved or may be amalgamated with another body having similar objects on the proposal of the Executive Committee ratified by a two-thirds majority vote of the General Assembly.
13.2 In the event of its dissolution the assets of the Federation may not be distributed to its members and shall be transferred to another charitable international body or bodies with similar aims and interests.
13.3 In the event of dissolution of the Federation the National Societies and the IMS are not entitled to the Federation's assets.
14 Final Provisions
The present Constitution was approved by the Incorporation Meeting of the Federation in Zurich on March 6, 2001 and amended at the General Assemblies in Prague on June 1, 2011 and in Kyoto on June 26, 2013.