Draft constitution
This draft has been updated to reflect the outcome of the recent voting procedure.CONSTITUTION OF THE EUROPEAN ASSOCIATION FOR PROGRAMMING LANGUAGES AND SYSTEMS (DRAFT)
LAST REVISION: Januari 18, 1996
I. NAME, HEADQUARTERS LOCATION, AND PURPOSE OF THE ASSOCIATION
1. NAME, HEADQUARTERS
The European Association for Programming Languages and Systems hereafter called the Association, is a registered society ("vereniging" under Dutch Law) with headquarters in Amsterdam, The Netherlands.2. PURPOSE
The Association pursues exclusively and directly purposes in the public interest with the goals of promoting science 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).The Association promotes international cooperation among researchers in Programming in order to exchange ideas, identify common scientific concerns, and establish connections between research and application areas.
To this end, the Association coordinates, initiates, and sponsors conferences, workshops and courses on specific subjects in Programming, and stimulates the dissemination of information concerning scientific events in this area. The Association will seek cooperation with organizations with similar goals in related areas of research.
The Association is a voluntary, non-profit making organization; it does not pursue primarily its own economical goals. Association funds are only to be used for purposes as laid down in the constitution. Members obtain no income out of the Association funds. No-one may benefit from expenses which do not concur with the purposes of the Association nor from unjustifiably high remuneration.
The Association can also pursue its goals through indirect activities as long as these do not legally conflict with its tax-exempt status. One permissible indirect pursuit of the Association's goals could be that the Association acquires donations and gives them to other scientific institutions (e.g. universities) for their tax-exempt purposes.
The Association will not engage in scientific business activities.
II. MEMBERSHIP AND DUES
3. MEMBERSHIP
The Association will have ordinary members and institutional members.Ordinary membership in the Association is open to individuals, legal entities and other societies that are prepared to support the goals of the Association.
Institutional membership in the Association is open to any legal entity (such as another society, a university, or a company) that is prepared to support the goals of the Association and, in addition, provides substantial financial support to the Association.
Acceptance of members is decided by the Board which has the right to reject membership applications without giving reasons. Membership expires at
- a) the member's death (individuals);
- b) the member's dissolution (legal entities);
- c) the member's resignation;
- d) termination of the membership by the Board.
4. DUES.
Ordinary members pay dues in an amount set by the Membership Meeting. Annual dues are to be paid in the first two months of the fiscal year.Institutional members pay dues in an amount and form set by the Board.
5. FISCAL YEAR
The fiscal year runs from January 1 to December 31.III. ADMINISTRATION OF THE ASSOCIATION
6. Administrative bodies of the Association are:
- a) the Board
- b) the Membership Meeting
- c) the Scientific Council
7. BOARD
The Board of the Association consists of at most 7 members.The members of the Board are elected by the Membership Meeting for a term of 3 years, but the term continues until the election of a new Board. The by-law will determine the exact procedure by which the election of all members of the board will be distributed over the 3-year period. Re-election is possible.
The Board elects among its members a President, a Vice-President, a Secretary, and a Treasurer.
Each of the President, the Vice-President and the Treasurer is authorized to act independently of each other in the name of the Association, and together with the Secretary they constitute the Restricted Board ("dagelijks bestuur" in the sense of Dutch Law).
8. RIGHTS AND DUTIES OF THE BOARD
The Board shall carry out the decisions of the Membership Meeting and shall administer the Association's funds.The Board makes its decisions by simple majority. In case of a tie the President decides. The Board can promulgate by-laws. Within 6 months after the end of each fiscal year the Board shall prepare a financial report and have it certified by an accountant. The report and certification shall be presented to the Membership Meeting.
9. ADMINISTRATION
The Secretary shall conduct the day-to-day business of the Association in accordance with the Board's instructions and shall be responsible to the Board.10. ORDINARY AND SPECIAL MEMBERSHIP MEETING
There shall be at least one Membership Meeting each year, usually in connection with an international scientific meeting organized or sponsored by the Association. Additional meetings may be held if necessary and must be held when requested in writing by at least 1/5 of the members. The meetings shall be announced and an agenda be distributed by the President or the Vice-President to the members in writing or electronically. The announcements shall be sent long enough (at least 4 weeks) before the meeting.The President, or in his absence the Vice-President, chairs the Membership Meeting.
11. DUTIES OF THE MEMBERSHIP MEETING
The Membership Meeting shall:- a) receive the annual report on the previous fiscal year and the accountant's report;
- b) decide on acceptance of the fiscal report and release the Board from future liability for the decisions in the report;
- c) choose the accountant;
- d) elect the President, the Vice-president, the Treasurer and the other members of the Board;
- e) recommend to the Board candidates for the Scientific Council;
- f) decide on constitutional amendments.
12. VOTING
In the Membership Meeting each member has only one vote, and decisions are made by a simple majority of those present. In case of a tie, a motion is defeated and an election is decided by lot.Constitutional amendments require a 3/4 majority of those present. If fewer than half of the members eligible to vote are present, and if at least 1/3 of the eligible voters present request it, then a written vote among all eligible members must be taken. In this case an amendment needs a 3/4 majority of the written votes.
Dissolving the Association requires a 3/4 majority of all the members eligible to vote.
13. 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, usually from the list of candidates chosen by the Membership Meeting. The composition of the Scientific Council should take into account the representation of specific subareas in the Area of the Association as well as the representation of European nations in the Scientific Council. Membership of the Scientific Council is open to researchers outside Europe.
IV. DISSOLVING THE ASSOCIATION
If the Association is dissolved its assets will be given to scientific institutions (e.g. a university).V. INITIALIZATION
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)
For ordinary members the dues are 0 (zero) ECU's. Donations by ordinary members are welcomed.
For institutional members, the minimal dues are 500 (five hundred) ECU per year and an additional minimal bank guarantee of 1000 (one thousand) ECU is requested. Bank guarantees will only be exercised to compensate for financial losses caused by the organization of scientific events sponsored by the Association. The institutional sponsors will be mentioned in every official announcement of the Association.
