Statutes

The Society (SPS) is a scientific society, according to article 60 of the Swiss Civil Law, established for the public benefit to advance research, development and education in the proteomic sciences. The SPS is a non-profit society, neutral from both political and confessional points of view.

The aim of the SPS is to stimulate and coordinate proteomic activities in Switzerland as well as in other countries, with two major objectives:

The headquarters of the Swiss Proteomics Society are located at:

Swiss Proteomics Society

c/o SIB

Centre Médical Universitaire (CMU)

Rue Michel-Servet 1

1211 Geneva 4

Switzerland

The society is composed of the three following organs:

The Council is the supreme organ of the Society, consisting of all members of the Society. The Council shall make the following decisions:

An Ordinary Council Meeting will take place once a year, in principle on the occasion of a Scientific Meeting of the Society and in the three months following the end of each financial year. To be part of the agenda, any matter to be treated at a Council Meeting or any candidature application for the Executive Committee has to be submitted to the Executive Committee in writing at least one month before the end of the financial year. The financial year starts on September first and ends on August 31^st of the following year.

Extraordinary Council Meetings can be convened any time by the Executive Committee, or has to be organized by the Executive Committee within two months if at least one-fifth of the Members ask for it in writing.

The Executive Committee can change the agenda at anytime, but not during the fifteen days preceding the Council Meeting. The Executive Committee shall notify (with an agenda) all members of any Council Meeting, this at least fifteen days in advance of any Council Meeting.

The Council is not entitled to make any decision on matters that are not on the agenda. Except as otherwise expressly provided by these Statutes, any matter to be decided by the Council shall be decided by a simple majority vote. Only members who are in good standing (membership fees paid) shall be entitled to vote. Ordinary Members, Corporate Members and Honorary Members shall each be entitled to one vote.

Subject to the Council, the Executive Committee shall be vested with the administration of the Society. The Executive Committee is formed of a minimum of four Officers, all elected by the General Council for terms of three years. The Officers will organize the Executive Committee freely and will nominate the President and the Treasurer. The Committee will in principle nominate the Officers that will act as Vice-President, as Secretary-General, and as Chairmen in charge of specific Committees (such as for Advanced Courses, Meetings, Electronic Information or Publishing). Each of these Officers may not serve in the same chair for more than three successive terms (a total of nine years). The Executive Committee shall make decisions by a simple majority vote, but in any case by a minimum of three votes. The President’s vote will predominate in case of equality of votes. The Executive Committee is allowed to appoint physical or moral persons to serve the Society under its direct supervision for a specified period. The Executive Committee shall be empowered to act on behalf of the Council and to enter into contracts in the period between meetings of the Council.

The Executive Committee is in charge of:

The President leads the Society and takes care of its good course.

The Treasurer is responsible of the bookkeepings and of their presentation.

The Council shall elect an Accounting Reviewer or Reviewing Board for terms of three years. The Reviewer or Reviewing Board shall be composed of members or non-members of the SPS. None of the Executive Committee Officers can be part of this board.

The Society shall consist of Ordinary Members, Corporate Members and Honorary Members, which are any individual, company, or organization interested in sharing the Society’s objectives. Application for membership to the Society is subject to approval by the Executive Committee.

An annual Membership fee shall be paid by Ordinary and Corporate Members (Honorary Members are exempted).

Any member is free to withdraw from the Society at a Council Meeting provided a notice of such withdrawal has been communicated to the Secretary-General in writing at least one month before the Council Meeting.

The Committee shall have the power to terminate membership if a member fails his commitments towards the Society, is harmful to the Society or does not pay his subscription after a due notice has been given in writing. The member concerned can appeal against the decision to the General Council, the decision of which shall be definitive.

A Scientific Meeting of the Society shall normally be held at least every two years at a place chosen by the Executive Committee or by the Council. Scientific Meetings shall also be open to non-members. Scientific Meetings of the Society shall provide opportunities for the presentation of original communications, demonstrations and symposia. The Society may also organize General Meetings not necessarily directly scientific, as far as in frame with its objectives.

In agreement with the SPS Committee, a Scientific Meeting or a General Meeting can be organized by a Host Member in collaboration and under supervision of the SPS Committee. The detailed arrangements for the Meeting shall be at the discretion of the Host Member, in agreement with the Meetings Committee Chairman. The financial arrangements for a Scientific Meeting are the responsibility of the Host Member. Unless otherwise agreed in writing, neither the Swiss Proteomics Society and its members, nor the Executive Committee can be held for responsible of any dept raised by a Scientific or General Meeting organized by a Host Member.

In case of important profits from the incomes of the Society, there shall be formed a Central Fund. This Central Fund shall be applied to future objectives of the Society, as decided by the Committee.

The statutes of the Society may be amended, deleted, or augmented at any Council Meeting by a two-thirds affirmative majority vote, provided that at least two-thirds of the members are present and vote; or by an eighty-percent majority of the total votes present if less than two-thirds of the members are present and vote. If the two-thirds of the members are not present and if the eighty-percent majority is not reached, an Extraordinary Council Meeting can be held within three weeks and the alteration of the Statutes will be definitely rejected if not approved by at least two-thirds of the total votes.

Proposed alteration of the Statutes by Members must be notified in writing to the Secretary-General at least one month before the end of a financial year. The Secretary-General shall in turn notify all members of such proposals, at least fifteen days before the Council Meeting.

No alteration shall be made that would consistently alter the Objectives of the Society as described above in Article I.

The Society may be dissolved at a Council Meeting by a two-thirds affirmative majority vote in favour of the dissolution, provided that at least two-thirds of the members are present and vote. If the two-thirds of the members are not present, an Extraordinary Council Meeting can be held within three weeks, and the dissolution shall be decided by a two-third-majority vote of those present and voting, and this decision shall be definitive.

The proposal must be notified in writing to the Secretary-General, at least one month before the end of a financial year. The Secretary-General shall in turn notify all members of such proposals, at least fifteen days before the Council Meeting.

In case of dissolution of the Society, any surplus assets of the Society shall be applied, in such manner as the Council may decide, for charitable purposes in connection with the advancement of research and education in the science of Proteomics.

The Society shall be governed by and construed in accordance with the laws of Switzerland. Any disputes arising under the terms of these Statutes that could not be solved on the basis of solutions proposed by an expert (to be chosen jointly by the parties in dispute) shall be conducted in the Courts of Geneva, Switzerland.