STATUTES OF THE EUROPEAN ASSOCIATION FOR PROGRAMMING LANGUAGES AND SYSTEMSNote: this is an unauthorized translation of the official Dutch Version.
NAME and SEAT
- The name of the Association is "European Association for Programming Languages and Systems" (EAPLS).
- The Association is seated in Amsterdam, The Netherlands.
- The Association has as goal:
- promoting research in the area of programming languages and systems hereafter called Programming, which covers all aspects of programming and includes theory, language design (all paradigms), language implementation, and language use (program design, software engineering);
- promoting international cooperation among researchers in Programming in order to exchange ideas, identify common scientific concerns, and establish connections between research and application areas.
- The Association endeavours to achieve this goal. among others, by
- coordinating, initiating, and sponsoring conferences, workshops and courses on specific subjects in Programming, and stimulating the dissemination of information concerning scientific events in this area;
- cooperating with organizations with similar goals in related areas of research;
- with all other legal means.
- Members of the Association are individuals and corporate bodies.
- The board maintains a register of names and addresses of members.
- The Association recognizes ordinary members and institutional members. Corporate bodies are only recognized as institutional members if they are willing to provide substantial financial support to the Association and have been admitted as such. All other members are ordinary members.
- The Association recognizes patrons.
- Patrons can be those who have been acknowledged as such by the board and who give yearly financial support to the Association with a minimum amount to be determined by the general membership meeting.
- The rights and obligations of a patron can be mutually discontinued at any moment by explicit cancellation. The yearly contribution remains due for the current financial year.
- Termination on part of the Association is possible at any moment and can be decided by the board without giving reasons.
- Application as member is done in writing on a form as determined by the board.
- The board decides on acceptance.
- On acceptance the member is added to the register of members.
- Rejection of an application is carried out by the Board via registered mail. Until one month after sending the rejection, the rejected candidate may appeal against this decision. The appeal is decided upon by the next following Membership Meeting which may decide to accept the member.
EXERCISING MEMBERSHIP RIGHTS
Article 6.Membership is exercised:
- by an individual member, and/or
- in case of a corporate body, by a representative who has been appointed in writing by the board of that corporate body, regardless of any regulations concerning representation in the constitution or by-laws of that member. This appointment can only be withdrawn provided that at the same time a new representative is appointed in writing.
- Membership terminates:
- by the member's death. In the case of a corporate body, its membership ends when it ceases to exist;
- by the member's resignation;
- by cancellation on the part of the Association. This can happen when a member has failed to satisfy the requirements for membership as determined by the Association's constitution and also when it is no longer within reason to require the Association to continue the membership;
- by deprivation. This is only possible when a member acts in conflict with the constitution, by-laws or decisions of the Association, or unreasonably prejudices the Association.
- Cancellation on the part of the Association and deprivation from the membership are effected by the board.
- Resignation by a member or cancellation on the part of the Association or deprivation can only be done in writing at the end of the financial year provided that a term of notice is taken into account of four weeks. However, the membership can be terminated immediately when it is not within reason to require the Association or the member to continue the membership.
- A resignation or cancellation that conflicts with what is stated in the previous paragraph leads to termination of the membership at the first possible moment following the requested date of termination.
- A member can terminate his membership with immediate effect within one month after he has been informed of a decision which reduces his rights or increases his obligations; in that case the decision does not apply to him. A member can also terminate his membership with immediate effect within one month after he has been informed of a decision to change the legal form of the Association or to a merger.
- A member can appeal to the Membership Meeting within one month after being informed of a decision of cancellation of membership or a decision of deprivation of membership. To this end, he will be informed immediately in writing of the decision and its motivation. Pending the appeal his membership is suspended.
- When the membership terminates during a financial year, the yearly contribution for that whole year remains due.
- a. Ordinary members pay a yearly due in an amount set by the Membership Meeting.
b. Institutional members pay dues in an amount and form set by the Board.
- The Membership Meeting may decide that members have to pay a registration fee on admission.
- The Membership Meeting may request special financial contributions from the members.
- In exceptional cases, the board is entitled to give complete or partial dispensation of financial obligations.
- The Board of the Association consists of an odd number of at least three and at most seven individuals, appointed from those who exercise the membership rights.
- The Membership Meeting determines the number of Board members taken into account what is stated in the previous paragraph.
- The Membership Meeting elects the members of the Board.
- The initial Board is appointed by these Statutes.
- Every member of the Board can be discharged at any moment by the Membership Meeting by a decision taken with 2/3 of the votes.
- Every member of the Board can be suspended at any moment by a decision of the other members of the Board. A suspension that is not followed within three month by a decision to discharge that Board member ends by the expiration of that period.
- Every Board member resigns not later than the third Membership Meeting after that of his appointment according to a rotation schedule established by the Board. The resigning Board member can be re-elected immediately. Whoever is elected for a half-term vacancy, takes his predecessor's position on the rotation schedule.
- Membership of the Board also terminates by
- termination of the membership of the Association of the Board member in question, or by withdrawing the mandate of the legal entity of which he exercises the membership rights;
- The Board elects among its members a President, a Vice-President, a Secretary, and a Treasurer. The functions of Secretary and Treasurer can be carried out by the same person.
RIGHTS AND DUTIES OF THE BOARD
- Within the limitations according to the Statutes, the Board is responsible for administering the affairs of the Association.
- When the number of Board members is under the required minimum, the Board remains authorized. However, it is obliged to convene a Membership Meeting as soon as possible to fill the vacant positions in the Board.
- The Board is authorized to appoint committees that will carry out parts of its tasks under its responsibility.
- Taking into account what is stated in paragraph 5, the Board is authorized to contract loans, as well as buying, selling, mortgaging, hiring or renting of property and for entering in agreements in which the Association acts as security or accepts joint liability or guarantees the debt of a third party.
- The Board needs approval by the Membership Meeting
- (a) as mentioned in paragraph 4, above;
- (b) to rent, lent or in other ways obtaining or giving the usage of registered goods and the termination of such agreements;
- (c) entering in agreements in which a bank-credit is granted to the Association;
- (d) to issue a loan or to borrow money, excluding the usage of a bank-credit granted to the Association;
- (e) enter into settlements;
- (f) act in Court, including arbitration procedures, but excluding those legal acts that cannot be delayed.
- (g) to engage in employment agreements;
- (h) to act in disagreement with the budget as approved by the Membership Meeting.
- The lack of approval for the decisions mentioned in paragraphs (b) to (h) cannot be used as a basis for appeal by the Association against third parties.
- The Board meets as often as deemed necessary by the President or two Board members.
- The Board makes its decisions by simple majority. In case of a tie the President decides.
- The Board can only make legal decisions when the majority of the Board members is present or represented. Every Board member has one vote. A Board member can let himself be represented by another Board member.
- The Secretary produces at least a list of decisions made during each Board meeting. This list is confirmed and signed by President and Secretary.
- The Association will be represented by the Board as well as by two Board members together.
- The financial year of the Association coincides with the calendar year.
- The Board is obliged to administrate the assets of the Association in such a way that at any moment the rights and obligations of the Association can be established.
- The Board presents an annual report to the Membership Meeting within six month after the end of the fiscal year, unless this period has been extended by the Membership Meeting. The annual report should contain a balance-sheet, an overview of assets and obligations, as well as a justification of the management and policy in the past financial year. After the mentioned period every member can demand the annual report from the Board.
- Unless the verification of the annual report has been delegated to an external accountant, the Membership Meeting appoints each year among the members a committee of at least two persons who may not be Board members. The committee investigates the annual report and reports its findings to the Membership Meeting.
- If the verification of the annual report requires specialized financial knowledge, the committee can seek the help of an expert. The Board is obliged to provide the committee with all desired information.
- Approval of the annual report by the Membership Meeting discharges the Board for the management and policies in the financial year in question.
- The Board is obliged to preserve the information mentioned in paragraphs 2 and 3 during a period of ten years.
- The Board formulates a policy plan describing which activities in the next financial year have to be carried out and how this will be done. The policy plan includes a budget of the costs involved.
- The Board submits the policy plan for approval by the Membership Meeting. The meeting in which the policy plan will have to be approved must be held before the financial year to which the plan applies.
- The Membership Meeting can only approve the policy plan with a majority of two-thirds of the valid votes cast.
- The Board is not authorized to carry out (parts of) a policy plan before it has been approved by the Membership Meeting.
- The Membership Meeting has all authority in the Association that has not been assigned by law or by statutes to the Board or another organ.
- Yearly, not later than six month after the end of the financial year, a membership Meeting is held. In the Membership Meeting at least the following issues will be addressed:
- (a) the annual report on the previous financial year and an accountant's report or a report by a committee as mentioned in the article on the annual report;
- (b) if no external accountant has been appointed, the appointment of a committee as mentioned under (a) for the next financial year;
- (c) deviations from the policy plan for the current financial year;
- (d) proposals by the Board or members that have been announced in the convocation for the Membership Meeting.
- Other Membership Meetings are held as often as deemed necessary by the Board, but at least at such a moment that a decision about the budget for the next financial year can be made.
- In addition, at the written request of at least one-fifth of the members, the Board is obliged to convene a Membership Meeting within four weeks. If the Board does not respond to this request within fourteen days, the requesters can proceed to convene the meeting themselves by a convocation according to the statutes.
ACCESS AND VOTING RIGHT
- All members of the Association and all Board members have access to the Membership Meeting. No access have suspended members and suspended Board members. As an exception to this, suspended members have access to the meeting in which the decision regarding their suspension is being discussed. and they are allowed to participate in the discussion.
- Access of other persons than those mentioned in paragraph 1 is decided upon by the Membership Meeting.
- Every member of the Association that has not been suspended has one vote.
- Every member is entitled to authorize another member to vote in his stead. A member cannot be authorized to vote for more than two other members. A Board member can be authorized to vote for an unlimited number of other members.
- The President, or in his absence the Vice-President, chairs the Membership Meeting. If both President and Vice-President are absent, than another Board member is appointed by the Board to chair the meeting. If the above does not lead to a chairperson, then the meeting itself appoints one.
- The Secretary or another person appointed by the President takes minutes summarizing the discussion and decisions of each meeting. The minutes are confirmed and signed by the President and the person who has taken the minutes. Those who convene the meeting may require that an official notarial record is made of the meeting. The contents of the minutes or the official notarial record are made available to the members.
RESOLUTION OF THE MEMBERSHIP
- The verbal judgement on the outcome of a voting as formulated during the meeting by the chairperson is decisive. The same holds for the contents of a decision if voting took place on a proposal that has not been formulated in writing.
- If immediately after the formulation of the verbal judgement by the chairperson as mentioned in paragraph 1 that judgement is disputed, then a new vote is taken if such is desired by the majority of the meeting or, in case the original voting was not by call or in writing, by an individual member. The outcome of the new vote replaces the outcome of the original vote.
- Unless determined otherwise by the statutes or the law, all decisions of the Membership Meeting are made by an absolute majority of the votes cast.
- Blanc votes and invalid votes are considered not to be of any value and are not taken into account when determining a majority.
- If during an election of persons nobody has obtained the absolute majority, then voting is repeated for those two persons who have obtained the highest number of votes. If during an election two or more persons obtain the same number of votes, then the election is decided by lot.
- In case of a tie during the voting on a proposal other than the one described in paragraph 5, the proposal is considered rejected.
- All voting is done verbally, unless the chairpersonconsiders voting in writing more desirable or one of the members requires so before the voting takes place. Voting in writing is done by means of a signed, closed, voting-paper. Resolution by acclamation is possible, unless one of the members requires an explicit vote.
- An unanimous decision of all members, even if they have not convened in a meeting has the same authority as a decision made during a Membership Meeting, provided that the Board has been notified of this decision beforehand.
CONVENING THE MEMBERSHIP MEETING
- Membership Meetings are convened by the Board. The announcements are done in writing and are sent to all addresses in the register of members. The announcements shall be sent at least twenty-eight days before the meeting, not counting the day of the announcement and the day of the meeting.
- As part of the announcement, the subjects to be addressed in the meeting are listed.
- The Scientific Council consists of at least three members.
- The Board determines the number of members of the Scientific Council.
- The Scientific Council advises the Board on scientific matters.
- Members of the Scientific Council are appointed for 5-year terms by the Board, from a list of candidates chosen by the Membership Meeting. Every member of the Scientific Council resigns not later than the fifth Membership Meeting after that of his appointment according to a schedule of rotation to be established by the Board. The resigning member of the Scientific Council can be re-appointed immediately.
- The meetings of the Scientific Council operate in the same manner as those of the Board.
AMENDMENT OF THE STATUTES, DISSOLVING THE ASSOCIATION
- A decision to amend the Statutes or dissolve the Association can only be reached with a majority of three-quarters of the votes casted in a Membership Meeting which has been convened specifically for that purpose provided that at least half of the members are present or represented. If that meeting cannot lawfully decide due to the number of members that are present or represented, then a lawful decision can be made in a subsequent meeting on the same subject independently of the number of members present or represented provided that that meeting is convened not sooner than two weeks and not later than six weeks after the meeting in which no decision could be taken and provided that the decision is taken with the majority that is required for that decision.
- Those who have convened a Membership Meeting with a proposal to amend the Statutes or dissolve the Association, should make available in writing the verbatim text of the proposal to all members at least five days before the meeting.
- An amendment of the statutes does not become effective before an act to this effect has been executed before a Notary Public. Every Board member is authorized to sign this act.
- After the decision to dissolve the Association the Board is responsible for its execution.
- As part of the decision to dissolve the Association its assets will be given to institutions or activities with a scientific nature.
- Members are never liable for an eventual financial deficit.
- When the Association is formally founded, the following individuals are
appointed as members of the Board:
- 1. Paul Klint (The Netherlands), President
- 2. Alan Mycroft (Great Britain), Vice-President
- 3. Reinhard Wilhelm (Germany)
- 4. Claude Kirchner (France)
- 5. Uwe Kastens (Germany)
- 6. Giorgio Levi (Italy)
- Departing from what is determined in the article 9, paragraph 7, the members of the initial Board will resign not later than the second Membership meeting after their appointment.