CONSTITUTION

 

EISA
European International Studies Association

 

CONSTITUTION AND BYLAWS

I. Name
Art. I

Under the name of

 

EISA

European International Studies Association  (henceforth termed the “Association”)

 

there exists an association pursuant to Articles 60 et seq. of the Swiss Civil Code having its seat in Zurich, Switzerland.

II. Purpose, Objectives and Activities
Art. II/1 – Purpose

The purpose of the Association is to enhance the capacities of scholars and practitioners primarily in Europe, but also worldwide in acquiring, disseminating and applying knowledge of global affairs and international studies.

 

The Association does not pursue any commercial purposes and is not profit oriented. The purpose of the Association is exclusively educational, scientific and charitable and any net earnings of the Association and its activities shall be devoted exclusively to such purpose.

 

The duration of the Association is indefinite. The dissolution and liquidation is guided by Art. IX/1 und IX/2.

Art. II/2 – Activities

To accomplish the objectives and purposes outlined in Art. II/1 above the Association shall engage in any activities or transactions that support these and are in conformity with its non-profit purpose, including but not limited to:

  • Promoting basic, advanced, multi-disciplinary research concerning international relations and global affairs;
  • Fostering, encouraging and facilitating scientific exchange;
  • Creating and disseminating knowledge;
  • Promoting education of students, scholars, practitioners and the general public on international relations and global affairs;
  • Acting as an advisor to international and national authorities concerning the dynamics, challenges and management of global affairs;
  • Collaborating with other international and national learned societies, governmental organizations, professional associations and other groups, societies, institutions and individuals who contribute to progress in the field.
Art. II/3 – Means

The Association shall meet its needs by membership dues and other contributions, including donations, grants, legacies and estates, earnings on property and special fundraisings and collections.

III. Powers
Art. III/1 – In General

Subject to the powers exclusively reserved to the General Assembly (as per Art. V/1-b), the Association shall be represented by its Governing Board, consisting of the Executive Committee and the Council.

Art. III/2 – Legal Acts

Acting in the name of the Association, the Governing Board is empowered to enter into contracts, to acquire property in movable and immovable goods and to do all acts and things that foster the objectives and purposes of the Association, independent of the geographical location.

IV. Membership
Art. IV/1 – Requirements and admission procedure

Membership in the Association shall be open to all natural and legal persons of private and public law that share the purposes of the Association and pay the dues set by the Governing Board.

 

There shall be no geographical restrictions to membership in the Association.

 

Criteria for membership shall be established and applications reviewed by the Governing Board. The admission of a new member shall be made by the General Assembly upon recommendation by the Governing Board.

 

The Executive Secretary shall notify the approved candidates about their election and inform and document them about their privileges and responsibilities.

Art. IV/2 – Membership Categories

The membership of the Association shall be divided into 4 categories:

a)       Regular Members;

b)      Emeritus Members;

c)       Honorary Members;

d)      Corporate Members.

Art. IV/2-a – Regular Members

Criteria for the admission to and the benefits associated with regular membership shall be determined by the Governing Board. Any scientist or practitioner working in the fields of international studies and global affairs may be accepted as a Regular Member of the Association.

 

Regular Members shall have full voting rights, have the right to hold office within the Association and to serve on Committees.

 

The Governing Board regulates the dues of Regular Members ant the benefits associated therewith in an ordinance.

Art. IV/2-b – Emeritus Members

Subject to approval by the Governing Board, emeritus membership shall be open to former Regular Members who retired from full-time employment and have a minimum of 10 years in good standing as an EISA member. The requirement of 10 years in good standing as an EISA member shall not be applicable in the first 10 years of the existence of the Association.

 

Emeritus Members shall have full voting rights but not the right to hold office within the Association.

 

The Governing Board regulates the dues of Emeritus Members ant the benefits associated therewith in an ordinance.

Art. IV/2-c – Honorary Members

Honorary membership may be conferred upon any individual who has made contributions of exceptional merit to the Association or the field of global affairs or international studies. Honorary members shall be proposed by the President, ratified by the Governing Board and are subject to final approval by the General Assembly.

 

Honorary Members have all privileges of Regular Members except for the right to hold office within the Association.

 

Honorary members shall not pay annual dues.

Art. IV/2-d – Corporate Members

Corporations and partnerships of private or public law with or without legal personality intending to support the Association financially on an annual basis may be admitted to the Association as Corporate Members.

 

Corporate Members shall have no voting rights and no right to hold office within the Association.

 

The Governing Board regulates the dues of Corporate Members ant the benefits associated therewith in an ordinance.

Art. IV/3 – Membership dues

The amount of annual membership dues shall be determined by the Executive Committee, subject to approval by the Council.

 

Dues are to be paid in advance, at the latest by December 31.

 

Honorary Members are exempt from paying dues.

Art. IV/4 – Loss of Membership and Resignation of Members

Any member of the Association may lose its membership:

  • by written resignation declaration at any time to the Executive Secretary, while such resignation shall not exempt the respective member from paying dues for the past and the current year;
  • by non-payment of dues, while the Treasurer shall set the member in arrears a last payment deadline of 60 days; a suspended member may be reinstated by the Governing Board if all arrears have been paid;
  • due to unprofessional conduct, while the member accused must be granted the right to be heard in advance;
  • if the Association is dissolved.

 

The suspension or expulsion of a member is decided upon by the Governing Board and may be done without giving reasons.

V. Organisation
Art. V – General

The functional bodies of the Association shall be:

–       General Assembly;

–       Governing Board, consisting of the Executive Committee and the Council;

–       Committees.

V/1       General Assembly
Art. V/1-a – Composition and Voting Right

The General Assembly shall be composed of the members of the Association.

 

Each member with voting right shall have the same rights and one vote in the General Assembly.

Art. V/1-b – Competences

The General Assembly shall have the following non-transferable competences:

  • to ratify the election and appointment of Executive Committee members and the results of the vote for Councilors;
  • to approve the report on activities and financials of the Association submitted by the Governing Board;
  • to discharge the members of the Governing Board;
  • to approve the budget of the Association proposed by the Governing Board;
  • to adopt and change these Constitution and Bylaws upon recommendation by the Governing Board;
  • to dissolve the Association and to ratify the decision of the Governing Board as to the disposition of the assets of the Association after dissolution;
  • to vote upon any item which is allocated to the General Assembly by law or these Constitution and Bylaws or which is brought before the General Assembly by the Governing Board.
Art. V/1-c – Call, Chairman and Minutes

The General Assembly shall be called by written invitation by the Governing Board at least 40 days in advance. The invitation shall inform about the day, time and place of the General Assembly as well as the agenda items.

 

The ordinary General Assembly takes place annually, in principle during the Scientific Meeting of the Association.

 

The President of the Governing Board, in case of his absence another member of the Governing Board, shall act as Chairman of the General Assembly.

 

The Chairman shall define the keeper of the minutes and the vote counters.

 

Minutes shall be taken on the negotiations and the resolutions which shall be signed by the Chairman and the keeper of the minutes.

 

The keeper of the minutes shall supervise the election and vote procedures.

Art. V/1-d – Agenda Setting

The General Assembly may only pass resolutions upon items which have been duly put on the agenda. If all members with voting right are present, the General Assembly may also resolve upon items which had not been put on the agenda, unless at least 1 member with voting right protests.

 

A third of the members with voting rights may request a change of these Constitution and Bylaws by written notification to the President of the Governing Board at least 60 days before the General Assembly.

Art. V/1-e – Passing of Resolutions and Quorum

Subject to para. 2 and 3, the General Assembly passes its resolutions and elections by simple majority of the validly cast votes, unless stated otherwise by mandatory law or these Constitution and Bylaws. Abstentions from voting and blank ballots do not count as votes.

 

Changes to these Constitution and Bylaws require approval of at least 2/3 of the present members with voting rights and of at least 5 percent of all members with voting rights.

 

Elections of members of the Association and the Governing Boards require approval of at least 5 percent of all members with voting rights.

 

In case of equalities of votes, the Chairman of the General Assembly has the deciding vote.

 

Voting may take place by show of hands, written ballot, or electronic vote.

V/2       Governing Board
Art. V/2-a – Composition and Voting Right

The Governing Board shall consist of the Executive Committee (consisting of 3 members) and the Council (consisting of 9 members).

 

Each member of the Governing Board shall have the same rights. Each member has one vote.

Art. V/2-b – Duties, competences and rights

The Governing Board shall have the following competences which can only be delegated to the Executive Committee or the Council:

  • the ultimate direction of the Association and the issuance of the necessary instructions;
  • the determination of the organization;
  • definition of the bookkeeping, the financial controlling and planning, if necessary for the management of the Association;
  • the expulsion of a member;
  • the appointment and revocation of persons authorized to externally represent the Association;
  • the supervision of the persons entrusted with the management, in particular regarding the compliance with the laws, Constitution and Bylaws and internal regulations;
  • the preparation of the annual report and the General Assembly and the execution of its resolutions; and
  • the notification of the judge in case of over-indebtedness.

The Governing Board is competent to resolve upon all issues of the Association which are not expressly reserved to the General Assembly or another functional body by the law or the Constitution and Bylaws.

 

The Governing Board delegates the management to the Executive Committee. The Governing Board may issue organizational rules regulating the management, the necessary bodies, their functions and particularly the reporting.

 

The Governing Board determines the persons authorized to sign and their signatory power.

 

Based on a shortlist of 2 qualified and eligible Regular Members proposed by the Executive Secretary 1 year before the end of the term of the current President (Art. V/3-c Sec. 5 below), the Governing Board shall select by secret and simple majority vote 1 Regular Member from this shortlist who shall be proposed to the General Assembly for election as President. Eligible for nomination shall only be current or past members of the Council or Executive Committee, except former Presidents.

 

Based on a shortlist of 2 qualified and eligible Regular Members proposed by the President at the end of the term of the current Executive Secretary (Art. V/3-b Sec. 3 below), the Governing Board shall select by secret and simple majority vote 1 Regular Member from this shortlist who shall be proposed to the General Assembly for election as Executive Secretary. Eligible for nomination shall only be current or past members of the Council or Executive Committee, except former Executive Secretaries.

 

Based on a shortlist of 2 qualified and eligible Regular Members proposed by the President at the end of the term of the current Treasurer (Art. V/3-b Sec. 4 below), the Governing Board shall select by secret and simple majority vote 1 Regular Member from this shortlist who shall be proposed to the General Assembly for election as Treasurer. Eligible for nomination shall only be current or past members of the Council or Executive Committee.

 

The members of the Governing Board shall work in an honorary capacity and only be reimbursed for their actual costs and expenses. An adequate remuneration may only be awarded for exceptional services of individual members of the Governing Board.

Art. V/2-c – Call, Presidency and Minutes

The Governing Board convenes as often as the operations require but at least once per year in person at least 60 days prior to the General Assembly.

 

The Governing Board shall be called and chaired by the President.

 

The invitation shall be made in writing at least 30 days before the date of the meeting.

 

Minutes shall be taken on the negotiations and the resolutions which shall be signed by the President and the Executive Secretary.

Art. V/2-d – Passing of Resolutions and Quorum

2/3 of the Governing Board members must be present to constitute a quorum. Subject to art. Art. V/2-c, Sec. 1, the members of the Governing Board may attend meetings also by telephone or electronic means.

 

Votes and elections shall be made open, unless the President instructs to vote or elect secretly or unless a member of the Governing Board or these Constitution and Bylaws request accordingly. Resolutions of the Governing Board on a proposed motion may also be taken in writing, by facsimile or electronic data transmission, unless a member requests oral deliberations.

 

The Governing Board passes its resolutions and elections by simple majority of the validly cast votes, unless stated otherwise by mandatory law or these Constitution and Bylaws. Abstentions from voting and blank ballots do not count as votes.

 

In votes and elections, the President shall have the deciding vote.

V/3       Executive Committee
Art. V/3-a – Composition and Voting Right

The Executive Committee consists of the President, the Executive Secretary and the Treasurer.

 

Every member of the Executive Committee has the same rights. Each member has one vote.

Art. V/3-b – President

The President shall chair the Governing Board, the Executive Committee, the Council and the General Assembly.

 

The President shall be elected by the General Assembly upon proposition by the Governing Board for a term of 2 years. Re-election shall not be possible.

 

Every 4 years, the President shall propose to the Governing Board 2 candidates for the office of the Executive Secretary.

 

Every 4 years, the President shall propose to the Governing Board 2 members of the Governing Board for the office of the Treasurer.

Art. V/3-c – Executive Secretary

The Executive Secretary shall be responsible for and oversee all administrative aspects of the Association. During his or her term, the Executive Secretary shall also chair the Organizing Committee.

 

The Executive Secretary shall be elected by the General Assembly upon proposition by the Governing Board for a term of 4 years. Re-election shall not be possible.

 

The term of the position of the Executive Secretary shall start in the middle of the term of the position of the Treasurer and vice-versa.

 

Only current and past members of the Governing Board (i.e. members of the Executive Committee or the Council) shall be eligible for the position of the Executive Secretary, except former Executive Secretaries.

 

Every 2 years, the Executive Secretary shall propose to the Governing Board 2 members of the Governing Board for the office of the President.

 

Every 2 years, the Executive Secretary shall propose to the Governing Board 3 candidates for emptied positions as member of the Council. For this purpose, he shall consult the Executive Committee and the members of the Association.

Art. V/3-d – Treasurer

The Treasurer shall be responsible for and oversee all financial accounting, controlling and budgeting aspects of the Association, including fiscal matters. He shall keep the books of accounts of the Association, and shall present a report of its financial status semi-annually to the Governing Board and at each General Assembly. He shall prepare the annual report and the budget and supervise the persons in charge of operations, in particular regarding compliance with the laws, Constitution and Bylaws and internal regulations.

 

The Treasurer shall be elected by the General Assembly upon proposition by the Governing Board for a term of 4 years. Re-election shall be possible for a maximum of 1 terms.

 

The term of the position of the Executive Secretary shall start in the middle of the term of the position of the Treasurer and vice-versa.

 

Only current and past members of the Governing Board (i.e. members of the Executive Committee or the Council) shall be eligible for the position of the Treasurer.

Art. V/3-e – Call, Presidency and Minutes

The Executive Committee convenes as often as the operations require but at least two times per year in person.

 

The Executive Committee shall be called and chaired by the President.

 

The invitation shall be made in writing at least 30 days before the date of the meeting.

 

Minutes shall be taken on the negotiations and the resolutions which shall be signed by the President and the Executive Secretary.

Art. V/3-f – Passing of Resolutions and Quorum

All 3 members of the Executive Committee must be present to constitute a quorum. Subject to Art. V/3-e Sec. 1, the members of the Executive Committee may attend meetings also by telephone or electronic means.

 

Votes and elections shall be made open, unless the President instructs to vote or elect secretly or unless a member of the Governing Board or these Constitution and Bylaws request accordingly. Resolutions of the Executive Committee on a proposed motion may also be taken in writing, by facsimile or electronic data transmission, unless a member requests oral deliberations.

 

The Executive Committee passes its resolutions by simple majority of the validly cast votes, unless stated otherwise by mandatory law or these Constitution and Bylaws. Abstentions from voting and blank ballots do not count as votes.

 

In votes and elections, the President shall have the deciding vote.

Art. V/3-g – Vacancies

Vacancies on the Executive Committee due to disability, death, resignation or other causes shall be filled for the period until the next General Assembly by unanimous appointment by the remaining members of the Executive Committee.

V/4       Council
Art. V/4-a – Composition and Voting Right

The Council shall consist of nine members.

 

Every member of the Council has the same rights. Each member has one vote.

Art. V/4-b – Duties, competences and rights

The Council shall ensure that the purpose and objectives of the Association are pursued.

 

The Council shall have the following competences:

  • Delegation of the competences of the Governing Board to the Executive Committee;
  • Supervision of the Executive Committee;
  • Participation of the preparations of General Assembly and the Scientific Meetings according to des expertise of the respective members.
Art. V/4-c – Eligibility and Elections

Eligible for nomination shall be any members in good standing of the Association who are active in the field of International Studies and have demonstrated their scientific leadership through appropriate publications, not eligible shall be current or past Council or Executive Committee Members.

 

The Councilors shall be elected by the General Assembly upon proposition by the Governing Board for a term of 4 years. Re-election shall not be possible.

 

Half of the Council members are being replaced every 2 years.

Art. V/4-d – Call, Presidency and Minutes

The Council convenes as often as the operations require but at least one time per year in person.

 

The Council shall be called and chaired by the President.

 

The invitation shall be made in writing at least 30 days before the date of the meeting.

 

Minutes shall be taken on the negotiations and the resolutions which shall be signed by the President and the recording secretary.

Art. V/4-e – Passing of Resolutions and Quorum

2/3 of the Council members must be present to constitute a quorum. Subject to art. Art. V/4-d, Sec. 1, the members of the Governing Board may attend meetings also by telephone or electronic means.

 

Votes and elections shall be made open, unless the President instructs to vote or elect secretly or unless a member of the Governing Board or these Constitution and Bylaws request accordingly. Resolutions of the Executive Committee on a proposed motion may also be taken in writing, by facsimile or electronic data transmission, unless a member requests oral deliberations.

 

The Council passes its resolutions by simple majority of the validly cast votes, unless stated otherwise by mandatory law or these Constitution and Bylaws. Abstentions from voting and blank ballots do not count as votes.

 

In votes and elections, the President shall have the deciding vote.

Art. V/3-f – Vacancies

Vacancies on the Council due to disability, death, resignation or other causes, shall be filled for the period until the next General Assembly by at least a 2/3 affirmative appointment of the Governing Board.

V/5    Committees
Art. V/5

The Governing Board may decide to appoint any committees, if it deems necessary to run the affairs of the association.

 

Organization, competences and responsibilities may be decided on by the Governing Board.

 

Only Members of the Association in good standing are eligible to serve on appointed committees.

V/6    Auditors
Art. V/6

Unless a regular or a restricted audit of the Association is required by law, the General Assembly elects the auditors for the period of 2 years. Reelection is admissible.

 

Competences, rights and obligations of the auditors are complying with the law.

VI. Scientific Meetings
Art. VI

The Association shall hold international scientific meetings at regular intervals.

 

The calling of the Scientific Meetings are determined by the Governing Board with dates and location.

 

The Association may sponsor or organize other international or regional meetings, workshops and symposia within the financial means of the Association and with approval by the General Assembly.

VII. Finance and liability
Art. VII/1 – Revenue and membership dues

The revenue of the Association is to be composed of the following elements:

1.     The membership dues;

2.     Other dues, particularly:

a)    Gifts, grants, legacies and estates;

b)    earnings on publications and property;

c)    special fundraisings and collections.

 

The amount of annual dues shall be determined by the Executive Committee, subject to approval by the Council.

 

Dues are to be paid in advance, at the latest by December 31.

 

Honorary Members are exempt from paying dues.

Art. VII/1 – Liability, exemption of the reserve liability

For the obligations of the Association is exclusively the fortune of the Association liable.

 

A reserve liability of the members for debts of the Association is excluded.

VIII. Indemnity
The Association shall indemnify any current and former members of the Governing Board, employees and agents of the Association, should these persons take part of criminal, civil or administrative proceedings based on their actions for the Association, provided that they might and had to assume acting in the interest of the Association and in line with the provisions of the relevant law.
IX. Dissolution and Liquidation
Art. IX/1 – Dissolution

The General Assembly shall resolve with the approval of at least 2/3 of the present members with voting rights and of at least 5 percent of all members with voting rights..

Art. IX/2 – Liquidation

The Liquidation shall be executed by the Governing Board.

 

The means that remains after the liquidation shall be provided for a tax-exempt institution with the same or similar purpose. Any distribution to the members is excluded.

X. Final clauses
Art. X/1 – Membership Year

The Membership Year of the Association shall extend from January 1 until December 31.

Art. X/2 – Financial Year

The Financial Year of the Association shall extend from January 1 until December 31.

Art. X/3 – Commercial Register

The Association may be entered with the Commercial Register of the Canton of Zurich.

Art. X/4 – Enactment

The present Constitution and bylaws shall be enacted by approval of the General Assembly.

Approved at the Generals Assembly of April 10, 2013 in the name and with power of attorney of the incorporation members.