* A company (No. 910005) registered in the UK under the Companies Act (1948), limited by guarantee and not having a share capital. Incorporation took place on July 5th, 1967.

1) The name of the Company is

"THE INTERNATIONAL SOCIETY FOR NEUROCHEMISTRY LIMITED".

2) The Registered Office of the Society will be situated in England.

3) The object for which the Society is established is the advancement of the science of neurochemistry throughout the world for the public benefit. In furtherance of this object the Society shall have the following powers:

a) To take over the assets of the existing Society called "The International Society for Neurochemistry".

b) To publish leaflets, pamphlets, journals and books upon the science of neurochemistry.

c) To collect, tabulate and distribute information on all matters relating to neurochemistry.

d) To promote, organise and finance research relating to neurochemistry.

e) To do all other things as are necessary for the attainment of the above objects or any of them.

4) All the income and property of the Society shall be applied exclusively towards the promotion of the object of the Society as set out in this Memorandum and no part of such income or property shall be paid or transferred directly or indirectly by way of dividend; PROVIDED that nothing herein shall prevent the payment in good faith of reasonable and proper remuneration to any Officer or servant of the Society or to any Ordinary Member of the Society in return for any services actually rendered to the Society, nor prevent the payment of interest at a rate not exceeding 8 per cent per annum on money lent or reasonable and proper rent for premises provided or let by any Ordinary Member of the Society; but so that no Member of the Council of Management or Governing Body of the Society shall be appointed to any salaried Office of the Society or any Office of the Society paid by fees, and that no remuneration or other benefit in money or money's worth shall be given by the Society to any Member of such Council or Governing Body except repayment of out-of-pocket expenses and interest at the rate stated above on money lent or reasonable and proper rent for premises provided or let to the Society.

5) The liability of the Ordinary Members is limited.

6) Every Member of the Society undertakes to contribute to the assets of the Society (except Honorary and those exempt by being junior, from a disadvantaged country or emeritus members), in the event of the same being wound up during the time that he is a Member, or within one year afterwards for payment of the debts and liabilities of the Society contracted before the time at which he ceased to be a Member, and of the costs, charges and expenses of winding up the same, and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required not exceeding £ 1.80 (or the equivalent in US Dollars).

7) If, upon the winding up or dissolution of the Society there remains after the satisfaction of all its debts and liabilities any property whatsoever, the same shall not be paid to or distributed among the Members of the Society but shall be given or transferred to some other charitable institution or institutions having objects similar to the objects of the Society, and which shall prohibit the distribution of its or their income and property amongst its or their Members to an extent at least as great as is imposed on the Society under or by virtue of Clause 4, such institution or institutions to be determined by the Ordinary Members of the Society at or before the time of dissolution or in default thereof by such Judge of the High Court of Justice as may have or acquire jurisdiction in the matter and if and so far as effect cannot be given to the aforesaid provision then to some charitable object.

8) True accounts shall be kept of the sums of money received and expended by the Society and the manner in respect of which such receipts and expenditure takes place, and of the property, credits and liabilities of the Society; and subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the regulations of the Society for the time being shall be open to the inspection of a Member. Once at least in every year the accounts of the Society shall be examined and the correctness of the income and expenditure account and balance sheet ascertained by one or more properly qualified auditors.

9) No addition, alteration or amendment shall be made to or in the provisions of the Memorandum or Articles of Association for the time being in force unless the same shall have been previously submitted to and approved by the Charity Commissioners for England and Wales and the Department of Trade and Industry.

GENERAL

1) In these Articles the following definitions apply: "The Act" means the Companies Act 1985, and any extension or modification thereof or any enactment replacing the same; "The Council" means "the board of directors" of the Society, called the Council of Management" for the time being. "Members" includes any person whose name appears on the Register of Ordinary or Honorary Members. The "Society" means the International Society for Neurochemistry Ltd. "Business Meeting" means a general meeting of the Society for the purposes of the Act. "Scientific Meeting" means a meeting as described in Article 23.

2) For the purpose of registration the number of the Ordinary Members of the Society was declared to be 171. The Council may whenever they think fit register an increase of Members. Note: the current Ordinary Membership would be 1511 (as of dd/mm/yyyy).

3) The Society is established for the purposes expressed in the Memorandum of Association.

MEMBERSHIP

4) There shall be two categories of membership, Ordinary and Honorary. Ordinary Members will be eligible for emeritus status upon retiring from their regular professional duties.

5) The following shall be eligible for election as Ordinary Members of the Society, namely: any person who has a past and present record of neurochemical research and also a reasonable prospect of continued activity in neurochemistry in any part of the world.

6) Honorary Members may be elected from those who in the opinion of the Society have made an exceptional contribution to neurochemistry or from persons of distinction in science. Honorary Members will be nominated by the Council and shall be elected by a majority of two thirds of the Ordinary Members at any Business Meeting.

7) Persons interested in becoming a Member of the Society shall send to the Treasurer a special application form provided by the Secretary for that purpose. On recommendation of the application by the Treasurer or his council approved nominee the applicant shall become a member of the Society.

8) Every Member except Honorary and those exempt by being junior, from a disadvantaged country or emeritus members shall be liable to pay an annual subscription of such amount as the Ordinary Members of the Society in a Business Meeting shall from time to time decide. The first subscription shall be paid on admission, but in the event that admission is near the end of the calendar year, it may be prorated or waived by the Hon. Treasurer at his/her discretion, so the first full subscription shall be due and payable in advance on 1st January each year. Any Member except an Honorary or those exempt by being junior, from a disadvantaged country or emeritus members whose subscription is in arrears for two years, despite written notification for payments of such subscriptions from the Treasurer of the Society shall cease to be a Member, unless the Council decides otherwise. A person may at the discretion of the Council be reinstated to Membership of the Society upon the payment of all arrears of subscriptions.

BUSINESS MEETINGS

9) The Society shall have the power by resolution passed by a two thirds majority of those Ordinary Members present and voting at a Business Meeting of the Society to expel any Member from the Society and the Council shall have power by resolution passed by a like majority at a specially convened Council Meeting, to suspend or censure any Member for disobedience to the rules, regulations and by-laws or decisions of the Society or the Council or for any act which the Society or the Council, as the case may be, consider to be detrimental to the interests of the Society, but this power shall not be exercised until after the Member has been informed of the complaint, and the Member has been given full opportunity of attending the said Business Meeting or the said Council Meeting as the case may be, and hearing the nature of any evidence against the Member and of giving any explanation or denial he/she may desire.

10) The annual Business Meeting shall be held at such time and at such place as the Council may determine.

11) The Council may call an Extraordinary Business Meeting whenever they think fit.

12) Supplementing the provisions of Section 368 of the Act, the Council shall call an Extraordinary Business Meeting whenever a requisition in writing shall be deposited at the Registered Office of the Society. This requisition shall be signed by 3% of the Ordinary Members of the Society, or 6 Ordinary Members, whichever is the greater, and stating fully the objects of the Meeting.

13) Subject to the provisions of Section 378 of the Act, in the case of Special Resolutions (which shall be approved by 75% of those Ordinary Members present and voting at the meeting), at least 21 days' notice specifying the place, the day and the hour of the Meeting and the nature of the business to be transacted shall be given to the Members in the manner hereinafter mentioned, but the accidental omission to give such notice to, or the non-receipt of such notice by any Member shall not invalidate any resolution passed, or proceedings had, at any such Meeting.

14) Subject to the provisions of Article 13 hereof in the case of any Business Meeting, two months' notice at least specifying the place, the day and the hour of the Meeting and two weeks' notice at least specifying the nature of the business to be transacted shall be given to the Members in the manner hereinafter mentioned, but the accidental omission to give such notice to or the non-receipt of such notice by any Member shall not invalidate any resolution passed, or proceedings had, at any such meeting.

PROCEEEDINGS AT BUSINESS MEETINGS

15) Members are entitled to receive notices of Business Meetings and to attend and speak at the Meetings and are entitled to vote at Business Meetings.

16) Any Ordinary Member entitled to be present and vote at a Meeting may submit any resolution to any Business Meeting provided that at least eight weeks before the day appointed for the Meeting such Member shall have served upon the Society at its Registered Office a notice in writing signed by the Member containing the proposed resolution, and stating his intention to submit the same: PROVIDED that no such resolution shall be placed upon the Agenda for such Business Meeting unless it is accompanied by a written request to that effect signed by 3 % of the Ordinary Members or by any 6 Ordinary Members of the Society, whichever is the greater.

17) No business shall be transacted at any Business Meeting unless a quorum is present in person or by proxy when the Meeting proceeds to business. For the purpose of these Articles a quorum of the Society shall be 10 Ordinary Members, or 1 per cent of the Ordinary Members of the Society, whichever is the greater.

18) If within half an hour from the time appointed for the holding of a Business Meeting a quorum is not so present, the Meeting, if convened on the requisition of Ordinary Members, shall be dissolved. In any other case it shall be held at a time to be specified by the Council. If at such adjourned Meeting a quorum is not present within half an hour from the time appointed for the holding of the same, the Ordinary Members present in person or by proxy shall be a quorum.

19) The Hon. President of the Council shall preside at every Business Meeting, but if at any Meeting he/she is not present, then the Ordinary Members present shall choose some Member of the Council. If all the Members of the Council decline to take the Chair, they shall choose some Ordinary Member to take the chair for that meeting.

20) At all Business Meetings a resolution put to the vote of the Meeting shall be decided on a show of hands by a majority of the Ordinary Members present and entitled to vote, unless before or upon the declaration of the result of the show of hands a poll be demanded in writing by one Ordinary Member present and entitled to vote, and unless a poll be so demanded a declaration by the Chairperson of the Meeting that a resolution has been carried or has been carried by a particular majority, or lost, or not carried by a particular majority, shall be conclusive, and an entry to that effect in the Minute Book of the Society shall be conclusive evidence thereof. A resolution may only be put to the vote at Business Meetings if the international representation of the Ordinary Members present in person or by proxy is adequate in the opinion of the Council.

21) If a poll be demanded in the manner aforesaid it shall be taken at such time and place and in such manner as the Chairperson of the Meeting shall direct, and the result of the poll shall be deemed to be the resolution of the Meeting at which the poll was demanded.

22) No poll shall be demanded on the election of a Chairperson of a Meeting or on any question of adjournment.

SCIENTIFIC MEETINGS

23) Scientific Meetings shall consist of symposia and other such matters as the Council may determine. The Council may limit the scientific content to particular aspects of neurochemistry and related fields, and may nominate the topics, the organisers and the lecturers. Members of all categories shall be entitled to attend and speak at Scientific Meetings.

24) The Council shall determine the proper procedures for convening and conduct of Scientific Meetings.

25) The Society may, at the discretion of the Council, hold Meetings jointly with other firms, societies, associations or corporations, whether incorporated or not, in order to advance the science of neurochemistry.

COUNCIL OF MANAGEMENT

26) The Members of the Council of the Society in Office at the date of the adoption of the original Articles were:

Officers:	Prof. J. Folch Pi, Secretary
	Dr. D. Richter, Treasurer
Members:	Prof. H. Hydén
	Prof. A. Palladin
	Dr. E. Klenk
	Dr. A. Pope
	Prof. H. McIlwain
	Dr. R.F. Rossiter
	Dr. P. Mandel Dr. G. Takagaki

27) The Council of the Society shall be composed of:

a) The three Officers, i.e. the Hon. President, Hon. Treasurer and Hon. Secretary.

 

b) Nine Ordinary Members duly elected in the manner provided by Article 41.

28)

A) The preferred practice of the Society is to appoint the Hon. Secretary and the Hon. Treasurer in rotation as the Hon. President.

 

B) In accordance with this practice, each of the Hon. Secretary and the Hon. Treasurer is elected by ballot for a four-year-term and the appointments are staggered so that the Hon. Treasurer is appointed two years after the appointment of the then Hon. Secretary.

 

C) Having served for four years the Hon. Secretary or the Hon. Treasurer as appropriate shall be appointed by the Council as the Hon. President.

 

D) The Hon. President is appointed for a two-year-term.

 

E) All such appointments shall take effect from the Business Meeting and a year of the term for these purposes shall mean the period between consecutive Business Meetings.

 

F) If this practice cannot be followed in any particular case the Council shall be empowered to implement alternative arrangements until new arrangements have been approved by the Ordinary Members and are fully implemented.

29) The composition of the Council shall reflect the international representation of the Ordinary Members of the Society as far as this is possible. The Council shall have power to co-opt as additional Members of the Council such Ordinary Members of the Society as it may resolve to give effect thereto but not exceeding the number of three co-opted Members.

30) Any Member of the Council may resign by giving one calendar month's notice in writing to the Society.

31) The business of the Society shall be managed by the Council who may exercise all such powers of the Society, and do on behalf of the Society all such acts as may be exercised and done by the Society, and as are not by statute or by these Articles of Association required to be exercised or done by the Society at a Business Meeting.

32) All routine matters of the business of the Council and every case of emergency may be exercised jointly by the Hon. President, the Hon. Treasurer and the Hon. Secretary on behalf of the Council, PROVIDED that the exercise of the latter power must be ratified and confirmed by the Council at the Meeting of the Council next following the exercise of such power.

33) The Council may appoint any Member of the Society to fill a casual vacancy on the Council. Any Member appointed in this way shall automatically retire (but shall be eligible for re-election subject to Article 41) at the immediately following Business Meeting.

34) The Council shall have the following powers:

A) Subject to the restrictions contained in the Memorandum of Association, to dispose of the funds of the Society for the purposes of the Society.

 

B) To manage and superintend the affairs of the Society so far as the same are not by statute or these Articles required to be dealt with by the Society in Business Meetings, with power from time to time to make rules, regulations and by-laws not inconsistent with the Memorandum or Articles of Association and not amounting to such an alteration of or addition to the Articles as could only legally be made by special resolution (Article 13) and also for every case of emergency that may arise not provided for by the then existing rules, regulations and by-laws (such rules, regulations and by-laws to be in force until revoked by the Council or by resolution of a Business Meeting of the Society).

35) The continuing Members of Council may act not withstanding any vacancy in their body, provided that if their number shall be reduced below six they may act for the purpose only of filling vacancies or convening a Business Meeting of the Society.

36) The Council may meet together for the despatch of business, adjourn and otherwise regulate their Meetings in such a manner as they consider desirable. A Meeting of the Council may at any time be called by two of the three Officers, or at the written request of not less than five Members of the Council.

37) Twenty-one days' notice of a Meeting of the Council except in a case of emergency shall be delivered or sent to each Member of the Council by the Hon. Secretary, and such notice shall contain a statement of the general nature of the business to be transacted at such Meeting but the non-receipt of such notice by any Member shall not invalidate the proceedings of any Meeting of the Council.

38) All Meetings of the Council shall be presided over by the Hon. President and in his/her absence by the Senior Officer present. In the absence of Officers the President of the Meeting shall be elected from among those present by a majority of votes.

39) The quorum of the Meetings of the Council shall be six but if the number of Council Members shall be less than six, the quorum for the purposes of Article 35 shall be the actual number of Members.

40) The Council may appoint Committees from its own number and other Ordinary Members and delegate to them such powers as it thinks fit. Each Committee shall, from time to time, furnish to the Council reports of its Meetings, as and when the same are held explaining the nature of the business transacted thereat.

ELECTED MEMBERS OF COUNCIL

41) The Hon. Secretary shall invite nominations for the election of the Council of Management from the Ordinary Membership not more than eight months before the date of the Annual Business Meeting whether actual or provisional. Nomination forms shall at the option of the Council of Management either be published on the website of the Society or be forwarded by the Secretary by electronic communication or by post to the Ordinary Members not more than eight months before the date of the Annual Business Meeting. No nomination shall be effective unless it is sent by an Ordinary Member to the Society by electronic communication or by post to an address notified by the Society for each of those purposes (as appropriate) and is received by the Secretary within sixty days from the date of the invitation for nominations. Every nomination must contain the personal identification details previously allocated to the Ordinary Member by the Society and if sent by post must be signed by the nominating Ordinary Member and must be supported by five Ordinary Members or by one per cent of the number of Ordinary Members, whichever is the greater. Not more than one third of the Ordinary Members supporting the nomination should be from one country. All Ordinary Members receiving the required number of nominations will be eligible for election to the Council. If the total number of nominations does not exceed the total number of vacancies, or if the list of candidates does not conform to the international representation of the Ordinary Members of the Society, the Council shall have the power to make further nominations to provide more candidates than the total number of vacancies and as will, by the same nominations, ensure the international representation aforesaid. Not later than thirty days after the closing of nominations the Secretary shall send by electronic communication or by post a ballot paper, containing the names of all candidates thus nominated, to all the Ordinary Members of the Society to an address previously notified to the Society by the Ordinary Member. The ballot paper shall provide that it must be returned by the Ordinary Member to the Society by electronic communication or by post to an address notified by the Society for each of those purposes (as appropriate) so as to reach the Society within a period of not later than sixty days after the ballot papers are sent out. All ballot papers received after that return date shall be disregarded. The ballot papers must be marked by the Ordinary Members so as clearly to record those candidates for whom they vote. The accidental omission to send any Ordinary Member a ballot paper or the non-receipt of the same by the Society when returned by him/her shall not make void or invalidate any election. Two Members of Council together shall scrutinise the ballot papers and determine the result thereof, which they then report to the three Officers. The Council has full power to settle any questions arising thereof and shall report the result thereof to the ensuing Annual Business Meeting. The result of the electronic ballot shall also be published by the Secretary on the website of the Society no later than 7 days after the result has been determined. When a Secretary or Treasurer is to be elected (Article 28) this ballot procedure shall also be used.

42)

A) At the close of the ensuing Business Meeting the outgoing Members shall retire and the newly elected Members shall take Office for four years. At the Business Meeting in every other subsequent year five of the Council Members for the time being, or, if the number of Council Members is less than ten then the nearest number to one half shall retire from Office. [One half of a number is rounded up to the next whole number.]

 

B) The Council Members to retire in every other year shall be those who have been longest in Office since their last election, but as between persons who became Members on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot at the Council meeting.

 

C) Retiring Council Members shall be eligible for re-election, provided that their period of Office shall not exceed four consecutive years and a year for these purposes shall mean the period between Business Meetings.

 

OFFICERS

43) The Council may from time to time by resolution appoint such Officers as shall be deemed necessary for the conduct of the business of the Society.

SEAL

44) The Seal of the Society shall not be affixed to any instrument except by the authority of a resolution of the Council, and in the presence of at least two Members of the Council and the Hon. Secretary, who shall sign every instrument to which the seal shall be so affixed in their presence, and in favor of any purchaser or person bona fide dealing with the Society such signatures shall be conclusive of the fact that the seal has been properly affixed.

DISQUALIFICATIONS OF MEMBERS OF THE COUNCIL

45) The Office of a Member of the Council shall be vacated

A) if a receiving order is made against him/her or he/she makes any arrangement or composition with his/her creditors.

 

B) if he/she become of unsound mind.

 

C) if by notice in writing to the Society he/she resigns his/her Office.

 

ACCOUNTS

46) The Council shall cause true accounts to be kept

A) of all assets and liabilities of the Society.

 

B) of all sums of money received and expended by the Society and the matters in respect of which such receipt and expenditure takes place.
 

C) of all sales and purchases of goods by the Society.

 

47) At each Business Meeting the Council shall present an account of the income and expenditure for the past financial year and a balance sheet shall be made out as at the end of the last financial year accompanied by the Report of the Auditors and a report of the Council as to the affairs of the Society generally. A copy of such account, balance sheet and reports shall, not less than seven days before the Meeting, be served on the Members in the same manner in which notices are hereinafter directed to be served. For the purpose of this Article the financial year of the Society shall end on 31st December in each year. The Auditors' Report shall be read before the Meeting.

48) Subject to any restrictions or conditions as to the time and manner of inspecting the same that may from time to time be imposed by the Society in General Meeting, the books and accounts of the Society shall be open to the inspection of the Members at all reasonable times during business hours.

49) Once at least in every year the accounts of the Society shall be examined and the correctness of the income and expenditure account and balance sheet ascertained by one or more Auditors who shall be Members of the Institute of Chartered Accountants of Scotland or England and Wales or Ireland, who shall be appointed and their duties regulated in accordance with the Act.

NOTICES

50) A notice or ballot paper may be served by the Society upon any Member either personally or by sending it through the post in a letter or by telefax or email addressed to such Member at her/his address appearing in the Register of Members, and not elsewhere.

51) Any notice or other document required to be served upon the Society may be served by sending the same through the post in a letter or by telefax or email addressed to the Registered Office of the Society.

52) Any notice or ballot paper if served by post shall be deemed to have been served on the day following that on which the letter containing the same is put into the post, and in proving such service it shall be sufficient for the Hon. Secretary to state that the letter was properly addressed and posted.

INDEMNITY

53) Subject to the provisions of Section 310 of the Act, the Members of the Council, Auditors, the Hon. Secretary and other Officers for the time being of the Society shall be indemnified out of the assets of the Society, from and against all actions and expenses which they shall or may incur or sustain by reason of their duty in their respective Offices.

54) All acts done by the Council of the Society or by any of its Committees shall, if done in good faith, be valid, notwithstanding it be afterwards discovered that there was some defect in the appointment of the Council or Committees.