Constitution

version 3 March 2012; added are objective criteria for membership fee agreed by the EB in the annex.

Definition and purpose
1. There shall be a European Science Advisory Network on Health (EuSANH).
2. The main business of EuSANH shall be to provide collaboration between its member organisations to better produce authoritative advisory reports at a national level, on health topics, based on science. If so requested EuSANH can also produce science advisory reports for others such as the European Union or WHO.
3. EuSANH is a non-profit organisation.

Membership
4. The members of EuSANH shall be Science Advisory Bodies (SABs) from member states of the Council of Europe. Founding members of EuSANH are those who were present at the Bucharest meeting on 14 October 2011 and who have signed this agreement (17 SAB’s).
5. Requests for membership must be submitted by September 1st of each year and will be decided on at the annual meeting of the Governing Council.
6. Organisations who do not yet meet the requirements of SABs can become candidate members for the duration of 2 years.
7. Members have the following responsibilities:
- add and update (2-4 times/year), information on their science advisory topics in the EuSANH database. The information for the database should be provided in English, in the agreed format. Any conflict of interest should be mentioned;
- use the information from the EuSANH database on planned science advisory topics.

Organisation and operation
8. The affairs of EuSANH shall be conducted by:
- a Governing Council
- an Executive board
- a Secretariat

Governing Council
9. The Governing Council is the governing body of EuSANH. Each member has a representative to the Governing Council and has one vote. Candidate members have no vote.
10. The Council shall have a President, the president of EuSANH, who is also the president of the Executive Board.
11. The Governing Council shall be convened at least once a year by the President of EuSANH. The Governing Council has the exclusive power to make the following decisions:
- approval or exclusion of members
- changing the constitution (by a 2/3 majority of the vote)
- appointing and removing the members of the Executive Board
- approving the membership fee
- approving the location of the Secretariat
- approving the annual budget and the financial accounts of EuSANH
- dissolving EuSANH
- transacting any other business competent to the Governing Council in accordance with this constitution
- any other decision specifically entrusted to the Governing Council pursuant to this constitution
12. The Council normally meets once a year, but a meeting shall be called whenever one-third of the members so request. With the agreement of the Council, appropriate items of Council business, including voting, may be conducted by email or other efficient means of remote communication.
13. The quorum of any meeting of the Governing Council shall consist of at least half of the members. Except where the constitution states otherwise, decisions of the Governing Council shall be adopted by a simple majority of the votes expressed by the members present or represented.
14. The EuSANH secretariat shall keep a register containing the minutes of each Governing Council meeting.
15. Council members shall inform the President of any conflicts of interest and, at the decision of the President, shall take no part in discussion and voting on the matter concerned.
16. Council members shall receive no fee or other remuneration.

Executive Board

17. The Executive Board is made up of five members from different member organisations and of different member countries, including the President.
18. Members of the Executive Board are appointed for a term of three years and can be reappointed twice
19. There is one President and two Vice-Presidents, one as President Elect, one as Immediate Past President. The first year there will be no Past President. The President and the Vice-Presidents hold this office for three years.
They shall be eligible for re-election, provided that no one shall serve as President for more than one year in all other than in exceptional circumstances and by special resolution of the Council, or as Vice-President for more than two years in all.
20. The Executive Board has the following responsibilities:
- overall direction and management of the interests of EuSANH;
- supervising the working of the Secretariat;
- preparing the EuSANH annual meeting;
- preparing the annual meeting of the Governing Council and the decisions to be taken;
- taking all decisions not specifically reserved for the Governing Council by this constitution.
21. The President shall represent EuSANH.

The Secretariat
22. There shall be one core Secretariat, hosted by one of EuSANH’s participating bodies. The EB can ask if members are willing to perform a specific task. The budget available for the secretariat shall come from membership contribution.
23. The management and support of the Secretariat will be the responsibility of the host participating body. The task of the Secretariat is the day-to-day handling of all EuSANH activities. The location of the Secretariat shall be reviewed by the Council every three years.
24. The Secretariat shall report to the President and shall carry out such tasks as may be assigned by the President.

Finance
25. EuSANH is primarily financed through the contributions of its participating bodies. Such contributions of the various participating bodies may not all be the same.
26. No project shall be undertaken unless adequate financial provision is made, by the customer or the participating bodies.

Review
27. The performance and continuation of the Council shall be reviewed at five-year intervals.

Amendments
28. Amendments to these Statutes may be suggested by participating bodies. A majority of two-thirds of participating bodies is needed for the constitution to be amended.

Annex:
Annual membership fee
29. The membership and financial year runs from 1st January to 31st December.
30. The membership fee is € 5000 /year. Requests for fee reductions (€ 3000 or € 1500) should be motivated and send in writing to the secretariat 4 weeks before each annual meeting. A reduced fee od € 3000 or € 1500 can be offered when GDP per capita index of the member country is within the categories mentioned below. The fee will be based on the following two criteria:
- GDP per capita (date: December before the financial year);
- maximum of is € 10 000 per country in case more members per country.

(Source, date 1 Dec. 2011)

30. Invoices for membership fees will be sent to the nominated person in member agencies in the first quarter of each membership year. The fee must be paid within the period specified in the Secretariat’s host organisation’s terms and conditions.
31. The annual membership fee for the following year will be determined at the last Governing Council Meeting of the preceding year in the course of the budget discussion for the year to come.
32. In case of termination of membership during a membership year no fees will be refunded.

Termination of membership
33. Any member that wishes to resign is allowed to do so at any time, by notifying the Secretariat in writing.
34. Members that do not fulfil the responsibilities of membership, default on the membership fee, or act in contravention to the interests of EuSANH, can be excluded from EuSANH by the Governing Council. Non-paying members will automatically be excluded from the membership after a period of 2 years.