Below you may find the modified MoU in English, according to the Spanish law for creation of Assocation. Please have a look also at the Spanish version of this document.
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 complementary rules, with legal status and full operating legal capacity and with no profit motive. It’s abbreviation will be ISOC-ECC, hereafter called “the Council.”
Article II.- Legal residence and territorial scope
The legal residence is established in Calle del Carme number 47, zip code 08001, Barcelona. The territorial scope of the Council is mainly the European Continent.
Article III. – Definitions
Chapter Member: an Internet Society Chapter that meets the Council membership requirements as specified in Article IV.
Voting Member: an individual designated by a Chapter Member to represent the Chapter in the Council.
Associate Member: any individual recognized as an active member of a Chapter Member with all the rights and privileges of a Voting Member except the right to vote on matters before the Council.
General Assembly: the Voting Members of the Council.
Article IV. – Purpose
This Council shall serve as a forum in which its Chapter Members can meet:
– To discuss areas of importance to its member Chapters and to share information and experiences.
– To develop joint projects and areas of collaboration in support of the Internet Society’s purpose.
– To develop and plan activities, projects, actions, and positions for such areas and opportunities.
Chapter Members may use or promote any action, position, activity, or project of the Council at their own discretion.
This Council shall not represent any of its Chapter Members on any issue, activity, project, or otherwise without the express permission of its Chapter Members.
This Council shall not represent the Internet Society on any issue, activity, project, or otherwise without the express permission of the 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
Membership shall be open to all Active Internet Society Chapters in the European Region, that is a Chapter located in a country which is a member of the Council of Europe.
To become a member, candidate chapters shall send a certificate of the agreement legally adopted by the competent body expressing its willingness to join the Council. In this document it shall also include the names of the persons that are representing the chapter as well as the accreditation of their identity.
Cancellation of membership will be applied when a chapter is not longer considered as an Active Internet Society Chapter or by the explicit request of the chapter expressed through the certificate of the agreement legally adopted by the competent body expressing its willingness to leave the Council.
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.
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.
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.
Each Chapter Member shall be permitted any number of Associate 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.
The Internet Society shall be permitted one ex-officio Voting Member, an Internet Society Representative, appointed by the Internet Society President.
Article VI. – Officers
The Council shall have the following officers: Chair, Vice Chair, Secretary, and an Internet Society Representative appointed by the ISOC President.
With the exception of the Internet Society Representative:
– All officers shall be elected annually from and by the Voting Members of the Council.
– All officers shall take office at the Annual Meeting and shall serve for two years.
– No officer may serve more than 3 consecutive terms in any office.
Each officer shall have one vote.
Article VII. – Duties of Officers
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 to be approved by a two-thirds majority of a quorum of the General Assembly.
The Vice Chair shall preside at all meetings in the absence of the Chair. The Vice Chair 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.
Article VIII. – Executive Committee
The Executive Committee shall be comprised of the present Council Officers, including the Internet Society Representative. The Executive Committee may add other non-voting members at its own discretion.
The Executive Committee is responsible for all activities of the Council to the Internet Society. The Executive Committee may remove any officer of the Committee by unanimous agreement of the remaining officers. The Executive Committee must appoint a replacement to complete the remaining term of any removed officer except:
– that the Internet Society President replaces the Internet Society Representative.
– that the Vice Chair shall assume the Chair’s position, in which case the Vice Chair’s role is to be filled.
– that if the remaining term of the removed Officer is two months or less and the removed officer is not the Internet Society Representative, the Vice Chair shall assume the dual role of both positions. If the Vice Chair is the removed officer there shall be no Vice Chair for the remaining two months or less.
No official business of the Executive Committee may be conducted until a removed officer is replaced, unless the removed officer is the Vice Chair and the remaining term is two months or less.
The term of the Executive Committee members shall coincide with the term of their office.
Article IX. – Committees
With a two-thirds majority of a quorum of the General Assembly, the General Assembly may direct the Chair to create such committees as needed by the Council. It is the Chair’s duty to nominate the members and Chair of all committees, subject to the approval of a two-thirds majority of a quorum of the General Assembly.
A Nominating Committee, consisting of at least three Voting Members from three different Chapter Members, none of whom shall be a member of the Executive Committee, shall be nominated by the Chair at least three months prior to the start of the election. The nominations must be approved by a two-thirds majority of a quorum of the General Assembly.
Article X. – Meetings
The Council shall hold at least one meeting of its General Assembly per year and that meeting shall be designated its Annual Meeting. Elected Officers shall begin their terms at the Annual Meeting.
All Chapter Members shall be eligible to host or sponsor any meeting of the General Assembly. No two consecutive meetings may be located, sponsored, or hosted by the same Chapter. No Chapter may host or sponsor more than one meeting per year.
Notices of the time, place, and agenda of all General Assembly meetings shall be distributed to all members at least one month prior by whatever means is acceptable to the General Assembly. Notices of all other meetings shall be distributed to all members at least one week prior.
All meetings shall be open. All meeting minutes shall be made available to all members within one month of the meeting, shall be published on a publicly accessible web site, and shall be submitted to Internet Society Chapter management.
The Executive Committee is permitted to have closed meetings. Its meeting announcement must 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.
Article XI. – Amendment and Voting Procedures
All proposed changes to these Bylaws shall have been approved by the Internet Society Vice President of Chapters before being formally presented to the General Assembly for approval. At least a quorum of the Chapter Members of the Council must approve a change to these Bylaws.
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.
No official business of the Council shall be conducted while any officer position is vacant, unless the vacant office is the Vice Chair and the remaining term is two months or less.
A quorum of a group shall be defined as at least 75 percent of the group and at least 10 Chapter Members of the Council.
Email voting is permitted subject to the following rules:
– Specific procedures are developed and approved by a two-thirds majority of a quorum of the Chapter Members.
– Such procedures shall require at least a quorum of the eligible votes to be returned in order for the vote to be valid.
– Such procedures shall require the completed vote to be ratified at the next regularly scheduled General Assembly meeting.
– All discussion of the issue to be decided by the vote must be contemporaneous with the vote.
Proxy voting is not permitted except that Chapter Members with two Voting Members may permit one of the Voting Members to execute both of the Chapter Member’s votes. The relegation of the proxy vote must be submitted in writing (email is acceptable) to the Council Secretary before the voting period begins.
Unless otherwise specified, a simple majority of the Voting Members present shall be required to carry a motion or to elect an Officer.
Article XII. – Economic resources and fiscal terms
At the time of the establishment of the Association, it doesnÃ¢â‚¬â„¢t have any economic resource (social fund).The expected economic sources to develop de goals and activities of the Association will be the following:
– Subsidies from the European Union, the Internet Society and other public or private institutions.
– Any licit fund.
Fiscal terms will be annual, and the yearly closing date will be December 31st.
Article XIII. – Dissolution of the Council
Dissolution of this Council by consent of the Voting Members shall be comprised of the unanimous agreement of all its Officers and a majority vote at a meeting which has been publicized 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 assets shall be transferred to the Internet Society, non for profit entity with legal residence in Reston, Virginia State, United States, for disposition as appropriate or required by law.