By-laws for Council for Nutritional and Environmental Medicine (CONEM)

§ 1        Name

The name of the association is: Council for Nutritional and Environmental Medicine (hereinafter called CONEM) and it was founded on April 8, 2013. CONEM was registered in the Central Coordinating Register for Legal Entities (Norwegian: Enhetsregisteret) on  September 10, 2013 (organization number NO 911 825 236).

§ 2       Purpose

CONEM is a non-profit association, established to facilitate research and information activities related to nutritional and environmental medicine. The fundamental mission is to promote the health of the public at large.

CONEM is a non-religious and politically neutral association.

§ 3       Legal person

The association is a self-governing and independent legal person with impersonal and limited responsi­bility for debts and liabilities.

§ 4       Members

Members of CONEM are primarily scientists and clinicians (physicians, dentists, etc.). Applications for membership will be processed individually by the association’s Board of Directors.

Members are asked to inform CONEM continuously of any changes in their address and any other personal information on the association’s website.

§ 5       Voting rights and eligibility

All members are entitled to vote and are eligible to serve in posts for the association.

§ 6       Dues

Membership in CONEM is free of charge.

§ 7       Compensation for representatives

Representatives and those who hold offices for the association shall not receive remuneration for performance of their duties.

§ 8       Communication and general information about activities

Due to a geographically widespread membership and to promote efficiency and economy, meetings and elections will be held via mail, telephone conferences and other similar forms of communication, and these forms of communication will be used as the primary method to carry out activities of the organisation.

§ 9       Annual meeting

Annual meetings are to be held in the month of April each year, and are the highest decision-making body of CONEM. Proposals to be considered at the annual meeting must be sent in writing to the secretary of CONEM by 15 February.

§ 10       Elections and voting

Elections and voting are to take place in writing via mail or e-mail and this will be the primary method for conducting all elections and voting among the membership. For this reason, voting by proxy is not necessary and is not permitted. All registered members are entitled to vote.

§ 11       Annual meeting agenda

The Annual meeting shall:

1. Consider CONEM’s annual report
2. Consider CONEM’s audited accounts
3. Consider proposals received
4. Approve CONEM’s budget
5. Elect:
   a) Members of the Board of Directors
   b) Auditor and a substitute auditor

§ 12       Extraordinary annual meetings

Extraordinary annual meetings are to be held when decided by the Board of Directors, or when at least one-third of members who are entitled to vote demand an annual meeting.

Summons for an extraordinary annual meeting are done as for ordinary annual meetings, with at least 14 days notice.

Extraordinary annual meetings may only consider and decide on matters that are announced in the summons.

§ 13       Board of Directors

The Board of Directors for the association consists of 3-9 members. The Board of Directors is to:

1. Implement the decisions of the annual meeting.
2. Appoint as necessary committees/panels/persons to carry out specific duties and draw up instructions for these.
3. Administrate and oversee CONEMs finances according to applicable instructions and decisions.
4. Represent CONEM externally.

The Board of Directors is to hold meetings when the leader calls for one, or when a majority of Board of Director members call for one. A majority of Board members constitutes a quorum. Decisions are made by a majority of the votes cast. In the case of a tie vote, the vote of the meeting leader shall count twice.

§ 14       Election of Board of Directors

Election of members of the Board of Directors is decided at the annual meeting by a simple majority of the approved votes. Newly elected members of the Board of Directors serve from 1 May.

§ 15       Groups/Branches

CONEM may be organised with branches and/or groups. These may be led by appointed persons or by elected boards. CONEM’s annual meeting decides the establishment of such branches/groups, and how these are to be organised and led.

Branches/groups may not enter into agreements or represent CONEM externally without the approval of the Board of Directors.

§ 16       Changes to by-laws

Changes to these by-laws may only be made at an ordinary or extraordinary annual meeting, after having appeared on the agenda, and a two-thirds majority of the votes is required.

§ 17      Dissolution (§ 17 cannot be changed)

Dissolution of CONEM may only be considered at an ordinary annual meeting. If the dissolution is approved by at least two-thirds majority, an extraordinary annual meeting is to be summoned three months later.

A merger with other associations is not considered to be dissolution of CONEM. Decisions about a merger and necessary by-law changes related to this, are to be made in accordance with provisions for changes to by-laws, as described in § 16.