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Draft Bylaws to be discussed at AGM (2)

Received from Borka Jerman Blazic on 17 May 2012, with the note:

“I am enclosing the few corrections of the proposed Bylaws. The major corrections (in red) deal with the electronic way of doing business, the enlargement of the ExeCom by one more member in order to have an odd number (5) of members and the majority to be 3 persons instead of 2 (half of the ExeCom). The other correction is  addressing the treasurer and the adoption of the financial rules of spending.”

 

Bylaws

Article I. – Name

Called the Internet Society European Chapters Coordinating Council an ASSOCIATION is created under the (Spanish) Ley Orgánica 1/2002, from March 22, and its implementing rules, with legal status and full operating legal capacity and with not for profit motive. It’s abbreviation will be ISOC-ECC, hereafter called “the Council.”

Article II.- Legal residence and territorial scope

1. The legal residence is established in Calle del Carme number 47, postal code 08001, Barcelona.

2. The territorial scope of the Council shall be all countries that are members of the Council of Europe.

Article III. – Definitions

1. Chapter Member: an Internet Society Chapter that meets the Council membership requirements as specified in Article IV.

2. Voting Member: an individual designated by a Chapter Member to represent the Chapter in the Council.

3. Associate Member: any individual recognized as an active member by a Chapter Member with all the rights and privileges of a Voting Member except the right to vote on matters before the Council.

4. General Assembly: the Voting Members of the Council.

5. Executive Committee: the Chair and other Officers of the Association.

Article IV. – Purpose

This Coordination Council shall serve as a forum in which its Chapter Members can meet:

- To discuss, collect and share information and experiences in areas of importance to its member Chapters.

- To facilitate and coordinate collaboration between Chapter Members with the purpose of developing joint plans, projects and activities in support of the Internet Society’s goals and objectives, with special emphasis on informing Chapters about project opportunities offered by EC and other funding agencies and to assist them in collaborating to create project consortia and to develop project proposals.

- To facilitate the co-ordination and exchange of information between member Chapters on various policy issues, and to communicate Chapter’s positions to the European bureau of Internet Society.

- To facilitate shaping of the positions of the its members regarding the policy and legislation matters carried out in the area of Internet in Europe.

This Council shall not represent any of its Chapter Members on any issue, activity, project, position paper or otherwise without the express permission of its Chapter Members received through appropriate consultation procedures.

This Council shall not represent the Internet Society on any issue, activity, project, position or position paper or otherwise without the express permission of the European bureau of Internet Society

This Council is chartered by the Internet Society. These bylaws supersede all prior agreements and bylaws of the Council. These bylaws neither supersede nor abrogate any of the bylaws or published policies and procedures of the Internet Society.

Article V. – Membership

1. Membership shall be open to all Active Internet Society Chapters located in a country which is a member of the Council of Europe.

2. To become a member, candidate chapters shall send to Executive Committee a certificate of the agreement legally adopted by the competent body expressing its willingness to join the Council. The aforementioned certificate shall also bear the names of the persons designated to represent the Chapter. New members shall be accepted by the General Assembly upon application by the Executive Committee.

3. Membership will be cancelled either when a Chapter is no longer considered by the Internet Society as an Active Internet Society Chapter or by the explicit request of the Chapter expressed through a certificate of the agreement legally adopted by the competent body expressing its willingness to leave the Council or by decision of 2/3 Members of the General Assembly in case of serious break of rules laid down by this Bylaws.

4. Each Chapter Member located in a country in which there is only one Internet Society Chapter within its boundaries shall designate two Voting Members. Each Chapter Member located in a country in which there are two or more Internet Society Chapters shall designate one Voting Member.The Voting Members can be selected, appointed, or elected through a process of a Chapter’s own choice, after consulting with that Chapter’s members.

5. Unless otherwise specified or designated, Chapter Members are represented by their most senior officer. All Voting Members shall be identified by name by the Chapter’s most senior officer to the Council Secretary.

6. Each Chapter Member may have any number of Associate Members (members) who are entitled to all the rights and privileges of a Voting Member except that they may not vote on matters before the Council.

7. The Internet Society shall have one ex-officio Voting Member, appointed by the Internet Society.

8. Membership shall be cancelled in the case of loss of legal personality, as well as through voluntary resignation and through exclusion.

9. Resignation may take place at any time. Resignation must be notified to the Executive Committee in writing and shall take effect immediately. Resignation shall not, however, release the member from his obligation to pay any outstanding debts to the Association.

10. The General Assembly may exclude a member upon application by the Executive Committee, on grounds of a gross breach of membership obligations and due to dishonourable behaviour. Such exclusion shall not affect his obligation to pay the debts which are due.

VI. Executive bodies of the Association

The executive bodies of the Association are the General Assembly and the Executive Committee.

VII. The General Assembly

(1) The ordinary General Assembly shall be held at least once a year.

(2) An extraordinary General Assembly shall be held within two months following a resolution by the Executive Committee, the ordinary General Assembly, or in response to a written application by at least one quarter of the Voting Members.

(3) All members must be invited to attend both the ordinary General Assembly and the extraordinary General Assembly, at least one month before the meeting is to be held, either in writing or via e-mail. The invitation to the General Assembly must include details of its location and the agenda. The meeting shall be convened by the Executive Committee. The General Assembly can be attended on a face to face manner or via electronic tools enabling equal footing for participation to all Council members.

(4) Applications to be put before the General Assembly must be submitted to the Executive Committee in writing or via e-mail at least one week before the date of the General Assembly.

(5) Valid resolutions, with the exception of those relating to an application for the convening of an extraordinary General Assembly, may only relate to agenda items.

(6) All Association members may attend the General Assembly. The members of the Executive Committee and any other persons authorised by the chair may additionally attend the meeting. All Association members shall be entitled to vote. The voting right may be transferred to another member on the basis of a written letter of authority. The voting can be carried out on the site of the General Assembly or via electronic tools.

(7) The General Assembly shall be quorate provided half of all members with voting rights or their representatives (para. 6) are present. If the General Assembly is not quorate on the occasion at which it has been convened, then the General Assembly shall be held one to two months later with the same agenda, and shall be quorate regardless of the number of persons present.

(8) Members must confirm their intention to attend the meeting on the site or via electronic tools on distance at the latest one week before the General Assembly. If it is anticipated, on the basis of the confirmations of attendance received, that the General Assembly will not be quorate, then the Executive Committee must inform all members of the postponement of this General Assembly and the setting of a new date and time for the meeting as set out in para. 7.

(9) The voting procedures and resolutions at the General Assembly shall normally take place on the basis of a simply majority of votes cast from members being present on site and from members that vote with electronic tools. Resolutions under which the Statutes of the Association are to be amended or the Association is to be wound up shall, however, require a qualified majority of two thirds of the valid votes cast.

(10) The Chair, and in his absence Secretary, shall chair the General Meeting.

(11) All meeting minutes shall be made available to all members within one month of the meeting and shall be published on a publicly accessible web site.

VIII. Duties of the General Assembly

The General Assembly shall have the following duties:

a) Acceptance and approval of the report of account and the annual accounts;

b) Resolution relating to the preliminary budget;

c) Removal from office of members of the Executive Committee;

d) Discharge of the Executive Committee;

e) Setting the amount of the joining fee and the membership subscriptions for members;

f) The acceptance and exclusion of members;

g) Resolution relating to amendments to the Bylaws, Election Procedures and to the voluntary winding up of the Association;

h) Consultation and resolution relating to other questions on the agenda.

Article IX. – The Executive Committee

1. The Council shall have the following Officers which shall constitute the Executive Committee: The Chair, Treasurer, the Secretary, member responsible for public relations and the Internet Society Representative .

2. With the exception of the Internet Society Representative:- All officers shall be elected by the Voting Members of the Council from among the members according to the procedures described in Election Procedures. – All officers shall serve for a two year term.- No officer may serve on the Executive Committee for more than two consecutive terms .

3. . In the event of resignation of an elected Officer, the Executive Committee shall have the right to co-opt another electable member to serve in his place, for which purpose approval must be sought subsequently during the next General Meeting.

4. Executive Committee meetings shall be convened by its Chair, or in his absence by Secretary. If the Chair is absent for an unforeseeably long period, any other Executive Committee member may convene the Executive Committee.

5. The Executive Committee shall be quorate provided all members have been invited to attend and at least half of them (3) are present. Resolutions votes may be collected by circulation via e-mail.

6. Each officer shall have one vote, in the Executive Committee. The Chair shall hold an additional casting vote, in the event of a tie.

7 The General Assembly may remove the entire Executive Committee or individual members thereof from office at any time. The removal from office shall take effect when the new Executive Committee or Executive Committee member is appointed.

8. The Executive Committee members may declare their resignation in writing at any time. The declaration of resignation is to be addressed to the Executive Committee, and in the event of resignation of the entire Executive Committee, to the General Assembly. The resignation shall not take effect until a successor is elected or co-opted.

9. The Executive Committee may hold closed meetings. Its meeting announcement shall state explicitly if a meeting is to be closed. The minutes of closed meetings shall be published similarly to the minutes of all other meetings.

10. The ExeCom members shall not represent any of the ISOC-ECC Chapter Members or the Council itself on any issue, activity, project, position paper or otherwise without the express permission of its Chapter Members received through appropriate consultation procedures.

Article X. – Duties of the Executive Committee

1. The Chair is the principal officer and is responsible for leading the Council and managing its activities in accordance with the policies and procedures of the Internet Society, these Bylaws, and the Council. The Chair shall preside at all meetings of the Council and its Executive Committee. The Chair shall nominate the members and chair of all committees as provided for in Article XI.

2. The Treasurer manages the assets and financial transactions of the Council and is responsible for preparation of the financial report to the General Assembly.

3. A Secretary shall preside at all meetings in the absence of the Chair. A Secretary shall assume the duties of the Chair if the Chair is unable to complete the assigned duties. The Secretary shall keep the minutes of all Council and Executive Committee meetings. The Secretary is responsible for all reporting to the Internet Society as determined by published policies and procedures.

4. The treasurer is responsible for the spending of the Council funds according to the rules proposed by the ExeCom and adopted by the GA.

5. The elected Officers shall allocate their respective responsibilities among themselves by agreement within the Executive Committee.

6. The Executive Committee shall manage the Association. It shall undertake all duties which are not allocated to General Assembly by the Bylaws. The following matters in particular shall fall within its sphere of activity:

a) Preparation of the annual preliminary budget and production of the report of account and the annual accounts;

b) Preparation for the General Assembly;

c) Convening the ordinary and extraordinary General Assembly;

d) Administration of the assets of the Association;

f) Employment and dismissal of employees of the Association;

g) The Executive Committee shall be responsible for its activities before the General Assembly and Internet Society.

h) The Executive Committee shall also be the interface between the Council and the Internet Society.

Article XI. – Committees

1. A quorum of the General Assembly may direct the Chair by two thirds majority, to create such Committees as are required by the Council. The Chair shall nominate the chair and members of such Committees, subject to the approval of the next General Assembly.

2. The Executive Committee may also create temporary Working Groups.

3. The creation and activities of Election Committee are governed by Election Procedures, as adopted by General Assembly.

Article XII. – Voting Procedures

1. No official business of the Council shall be conducted unless a quorum of the Chapter Members of the Council is present. Participation via teleconference shall be counted as being present.

2. No official business of the Council shall be conducted while any officer position is vacant, unless the vacant office is a Vice Chair and his remaining term is two months or less.

3. A quorum shall be defined as at least two thirds of voting members representing at least 10 Chapter Members of the Council.

4. Electronic voting is permitted but results have to be ratified at the next regularly scheduled General Assembly meeting.5. Chapter Members with two Voting Members may authorise one of their Voting Members to exercise both of that Chapter Member’s votes; such proxies must be notified to the Secretary (e-mail is acceptable) before the voting period begins.

6. Proxy voting between chapters is permitted. Such proxies shall be addressed to the Secretary prior to the meeting in question.

7. Unless otherwise specified, a simple majority of the Voting Members present shall be required to carry a motion.

Article XII. – Economic resources and fiscal terms

The Association may be financed by:

- contributions from member Chapters.

- financial transfers from the European Union, - financial transfers from the Internet Society and other public or private institutions.

- Any other legal source. .

The fiscal term will be annual and will close on 31 December of each year.

Article XIII Amendments

All proposed changes to these Bylaws or Election Procedures shall be approved by two thirds majority of a quorum of the General Assembly and are subject of approval by Internet Society.

Article XIV Dissolution of this Association shall be by two thirds majority vote of a quorum of the General Assembly, which has been publicised in advance to all members of the Council for the purpose of taking this vote.Should this Council be dissolved, any and all of its remaining assets shall be returned if possible, pro rata, to the original contributors and if not possible, shall be transferred to the Internet Society, a not for profit entity with legal residence in Reston, Virginia State, United States of America, for disposition as appropriate or required by law.

 
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