ANNEX 2: IUPAB STATUTES AS REVISED IN MONTPELLIER, 28 AUGUST 2005

(I) Legal seat and Administrative Centre

(1) The International Union for Pure and Applied Biophysics is registered as a non-for-profit organization under French Law. The legal seat of the Union shall be 51 Boulevard de Montmorency, 75016 Paris, France and the administrative centre of the Union shall be the Office of the current Secretary General or such other place(s) as the Council of the Union shall from time to time determine.

(II) Aims and function of the Union

(2) The objects of the International Union for Pure and Applied Biophysics are the advancement of education in the Science of Biophysics. In furtherance of this aim it may exercise the following powers:

1. to organise international co-operation in Biophysics and to promote communication between the various branches of Biophysics and allied subjects;
2. to encourage within each adhering body co-operation between the societies that represent the interests of Biophysics;
3. to contribute to the advancement of Biophysics in all its aspects.

(3) For these purposes it shall have power:

1. to set up task forces, commissions or other bodies for special purposes;
2. to organise international meetings and conferences;
3. to collaborate with other scientific organisations;
4. to act in all ways as a constituent union of ICSU, the International Council for Science, in accordance with the statutes of that body;
5. to develop any lawful activity deemed helpful to the forwarding of its declared objects.

(III) Membership

(4) The International Union shall consist of a group of adhering bodies representing Scientific Communities. In each Scientific Community the adhering body shall be a Research Council or similar institution, a scientific Society or a group of such Societies, or a body specially formed for the purpose of adhering to the Union. In each case a Committee with responsibility for international relations in Biophysics shall be formed, and adherence to the Union shall be ratified when the membership of this Committee has been reported to, and recognised by, the General Assembly of the Union. Scientific Communities that are not adhering bodies because of the lack of financial resources may be observing bodies of the Union, without voting rights. Applications for observer status will be acted on by the General Assembly.

(5) The term Scientific Community shall be applicable to the Biophysicists of a country or of an otherwise defined geographical area that has an independent budget for scientific purposes.

(6) The adhering and observing bodies shall be required to pay an annual subscription to the International Union (see Article V.11).

(7) Termination of membership for adhering bodies that (a) in a arrears with subscriptions or (b) have acted in a way that brings discredit on the Union shall be decided by the General Assembly by a two-third majority of those present.

(IV) Committees for Biophysics

(8) Within their own Scientific Communities the Committees for Biophysics will be expected to co-ordinate the interests of the various branches of Biophysics. In its relations with IUPAB each Committee for Biophysics shall appoint delegates to represent its Scientific Community at the General Assembly of the Union, and shall select a leader of its delegation. Each delegate shall vote on behalf of his or her Scientific Community at the General Assembly (see Article IV.10).

(V) General Assembly

(9) The work of the Union shall be directed by the General Assembly of delegates, which shall normally meet once every three years. The membership of the General assembly of the Unions shall consist of the delegates appointed by the adhering bodies, the Officers and the ordinary members of the Council. In addition, each Task Force and Commission has the right to send one representative to the General Assembly. Only those members who have been appointed as delegates of the adhering bodies and are present in person may vote. Each voting member of the General Assembly may cast only a single vote.

(10) The General Assembly shall elect the Officers and Members of Council; nominations for candidates for election shall be submitted to the Secretary-Genera in writing at least four months before the meeting of the General Assembly.

(11) There shall be three categories of membership for adhering bodies, A, B and C according to the amount of the corresponding subscriptions to be fixed by the General Assembly, category A having the highest and C the lowest amount of subscription. Depending upon the category of membership chosen by the adhering body, it shall have the right to send three delegates for category A, two for category B and one for category C. to the General Assembly. The level of annual subscription for observing bodies shall be set by the General Assembly at a level below the lowest level for adhering bodies. Observing bodies may send one representative to the Assembly, who shall have the right to participate in the discussions but not to vote.

(12) The levels of annual subscription determined by the General Assembly shall be for the three-year period beginning 1^st January following the General Assembly. The annual subscription must be paid in the calendar year to
which it applies. Any Adhering body that is three or more years in arrears at the date of a General Assembly shall be deprived of the right to vote at the General Assembly.

(13) The quorum for a General Assembly shall be at least 50% of the Adhering Bodies that are represented in person by duly appointed delegates.

(14) At the General Assemblies, questions shall be decided by a simple majority of all delegates present except for the modification of Statutes (see Article XI, 31).

(VI) Extraordinary General Assembly

(15) An Extraordinary General Assembly shall be summoned by the Secretary General if unanimously requested by the Executive Committe or 2/3 of the Council or in response to a written request to the President from at least half ot the Union’s Adhering Bodies. The time, place and Agenda shall be notified in writing to all Adhering Bodies and Observer Members at least 3 months before the proposed date. No matter shall be discussed at an Extraordinary General Assembly that has not been included in the pre-circulated Agenda. The voting procedure should be as in a General Assembly (section V).

(VII) The Council

(16) The executive body of the General Assembly shall be a Council, which shall be guided in all its decisions by the tradition of free international scientific co-operation. Members of Council serve in their personal capacities and not as representatives of Adhering Bodies

(17) The Council shall consist of the five Officers of the Union, who shall also be the Officers of the Council, and not more than 12 ordinary Members. They shall be elected, with the exception of the Honorary Vice-President and the former Vice-President (Article 22), by the General Assembly and normally from among its members.

(18) The ordinary Members of the Council shall serve for a term of three years and may not serve in that capacity for more than two consecutive terms. The Council may co-opt to any vacancies which occur (including the Officers) and any person so co-opted has the same tenure of office as the person replaced.

(19) In the exception of the purposes of the Union, no member of the Council shall be liable for any loss to the property of the Union or any of its Task Forces, Commissions or Committes arising (i) by reason of any improper investment mad in good faith (provide that he/she shall have sought professional advice before making such investment) or (ii) through the negligence or fraud of any agent employed in good faith by him/her or by any other member ot the Council (provided reasonable supervision shall have been exercised) even if the employment of such agent was strictly not necessary or (iii) by reason of any mistake or omission made in good faith by any member of the Council or (iv) by any other reason except wilful and individual fraud, wrongdoing or wrongful omission on the part of the member of the Council who is sought to be made liable.

(20) No member of the Council shall acquire any interest in property belonging to the Union (otherwise than as a trustee for the Union) or receive remuneration or be interested (otherwise than as a member of the Council) in any contract entered into by the Council.

(21) The meetings of the Council shall be held:

1. during the General Assembly;
2. normally once between each General Assembly, but exceptionally at other times upon the decision of the Council.

Seven Members of the Council shall constitute a quorum at a Council meeting.

(VIII) Officers of the Union

(22) The Officers of the Union shall be a President, two Vice-Presidents, and a Secretary General, together with an Honorary vice-President.. The President shall hold office for a period of three years. Similarly, the Vice-Presidents may hold office for three years, one of them normally then becoming President and the other former Vice-President continuing to serve on the Council for one further term only, as an ordinary member before retiring from the Council.

The position of Honorary Vice-President shall normally be held for three years by the immediate past President.

The Secretary General shall hold office for six years, but may be re-elected for further periods of three years to a maximum of twelve years.

(23) It shall be the duty of the Secretary General to maintain relationship with all bodies adhering to the international Union and all other relevant organisations within the field of Biophysics. The Secretary General shall act as Treasurer of the Union and shall be responsible for the preparation of Financial Accounts and arranging for them to be professionally audited. The Secretary General shall prepare budgets and agenda, and circulate them at least four months before meetings of the Council and General Assembly.

(IX) The Executive Committee

(24) the Officers of the Union, acting as the Union’s Executive Committe, may conduct the businee of the Council in the intervals between meetings of the Council. Is is customary for the Executive Committee to meet mid-way between Council Meetings and to consult by mail or email as necessary on day-to-day matters. All decisions and activities of the Executive Committe shall be
reported to the Council.

(X) Task Forces and Commissions

(25) Task Forces and Commissions may be set up by the General Assembly or by the Council to take responsibility:

1. for the various branches of Biophysics;
2. for any other necessary purpose, including co-operation with other international organisations.

(26) The constitution of each Task Force must be approved by the Council. The convenor of each Task force shall be responsible for the presentation of a report on its work at each General assembly. Decisions of Task forces are made by a simple majority of the votes of their members.

(27) The Adhering Bodies shall be consulted regarding the membership of each Task Force. The Council shall appoint from among its members at least one representative on each Task Force, one of whom shall preferably act as convenor.

(28) Existing international bodies may be admitted as Affiliated Commissions to the Union by the General Assembly or by the Council (subject to confirmation by the next General Assembly). Affiliated Commissions shall pay an annual subscription, the amount to be designated by the General Assembly.

(29) The Council shall have the right to designate a representative to sit on the executive body of each Affiliated Commission. The Secretary General shall receive copies of all official communications pertaining to the activities of the Affiliated Commissions.

(30) In addition to grants made to them by the Council, Task Forces and Commissions may receive grants from other sources.

(XI) Modification of the Statutes

(31) The present statutes may be modified only by a two-thirds written vote of all adhering bodies present at a General Assembly to which prior notice of the change has been given on the agenda.

(32) These statutes shall be governed by, and interpreted in accordance with French law. The working language of the Union is English.

(XII) Dissolution

(33) If the Council decides that it is necessary or advisable to dissolve the Union it shall call a General Assembly of all members of the Union, of which not less than three months notice (stating the terms of the resolution to be proposed) shall be given. If the proposal is confirmed by a two-thirds majority of those present and voting the Council shall have power to realise any assets held by or on behalf of the Union. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred as determined by the Members of the Union to one or more institutions having objects similar to those of the Union or failing that shall be applied to some other appropriate purpose.

ADOPTED, STOCKHOLM, 2 August 1961.

MODIFIED, VIENNA, 7 September 1966.

MODIFIED, CAMBRIDGE MASS., 31 August 1969.

MODIFIED, COPENHAGEN, 6 August 1975.

MODIFIED, MEXICO CITY, 26 August 1981.

MODIFIED, BUDAPEST, 28 July 1993.

MODIFIED, AMSTERDAM, 14 August 1996.

MODIFIED, NEW DELHI, 22 September 1999.
MODIFIED, MONTPELLIER 28 August 2005.