Proposal for amending the Statutes of the Association

Discussion about the European Association of EuroBillTrackers

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Re: Statutes of the European Society of EuroBilltrackers

Postby wisi » Sun Aug 16, 2009 9:14 pm

Ok, as I already announced in the Assembly thread, I want to change the statutes a bit. I will make my suggestions as comments into the valid version. If titles imply a gender, I mean of course both genders but refer only one to keep the text readable.

Valid statutes wrote:
The European Society of EuroBillTrackers
AISBL STATUTES


Name – Head Office
Article 1

An international non-profit association is hereby incorporated under the laws of Belgium. Its name is ‘the European Society of EuroBillTrackers’, abbreviated as “ES-EBT”. Both the full name and the abbreviated name can be used indistinguishably.
All acts, invoices, announcements, publicity, letters, orders and other documents issued by ES-EBT, shall indicate its name preceded or followed by the words "association internationale sans but lucratif" or the abbreviation "AISBL", as well as the indication of its registered office.
ES-EBT is governed by the provisions of Title III of the Belgian Act of 27 June 1921 regarding non-profit associations, international non-profit associations and foundations (the “Act”).
The registered office of ES-EBT is located at xxx

The registered office may be transferred to any other location within Belgium by a decision taken by the Board of Directors. The decision to move the registered office must be published in the Annexes to the Belgian Official Journal.

Purpose – Duration
Article 2

ES-EBT is an international non-profit-making organization with the purpose of:
- being in possession of all intellectual properties related to EuroBillTracker, including the website and its various Internet addresses and the forum. The assets of EuroBillTracker also include domain names, codes, databases, texts, etc.
- being responsible for all issues related to EuroBillTracker
- creating and managing the conditions for optimal Tracking of Euro Bills
- promoting EuroBillTracking
- promoting communication between the users of EuroBillTracker
- protecting the EuroBillTracker database
- financing, when deemed necessary, the promotion and the tools of EuroBillTracker
- ensuring a free of charge use of EuroBillTracker on-line tools

Article 3

In order to fulfil its purpose, as defined in Article 2, ES-EBT may conduct its activities in the national territory of any country.


Article 4

ES-EBT has been established for an unlimited duration.
It can be dissolved by the General Assembly in accordance with the conditions foreseen by these Statutes.

Members
Article 5

ES-EBT shall be made up of Individual Members, Founding Members and Honorary Members.

1) Any person registered on EuroBillTracker.com, having registered at least one bill on EuroBillTracker.com and having paid his annual fee shall be eligible as Individual Members,. Each Member is required to pay an annual membership fee as set by the Board of Directors.

2) In recollection of their dedication to the EuroBillTracker Project, Philippe Girolami, Anssi Johansson and Marko Schilde are Founding Members.

3) Honorary Members can be appointed upon proposal by the Board of Directors and after formal approval by the General Assembly. Honorary Members are individuals, corporations or organisations that have proven their dedication to the EuroBillTracker Community.

Article 6

The admission of any new member is decided by the Board of Directors.

Article 7

Membership of ES-EBT shall be terminated if:
a) A Member resigns (A Member shall be considered as having resigned only when a formal letter to that effect has been received by the President)
b) The death of a Member
c) The dissolution of the European Society of EuroBillTrackers
d) Failure to pay the required annual membership fee, prior to the annual General Assembly
e) Exclusion by a vote of the General Assembly for grave reasons, such as failing to abide by the Statutes or by the Internal Rules. Such exclusion being pronounced after those concerned have been given the possibility to explain their viewpoint.
f) The Honorary Member Corporation or organization has been dissolved

Article 8
Any member ceasing to take part in ES-EBT as a result of resignation, exclusion or for any other reason shall have no claim upon ES-EBT's patrimony or any of its assets.

General Assembly
Article 9
The General Assembly shall have full powers which allow the achievement of the objectives of ES-EBT.

Article 10
The General Assembly shall be made up of all individual Members, Founding Members and Honorary Members; each one with one vote.

Each Member may give a proxy to another Member. Each Member may only represent ar most ten other Members. Proxies must be made available to the President, prior to the General Assembly. Paper proxies or electronic proxies are accepted.

Article 11
A) Without prejudice to the other provisions of the present Statutes, the rights of the General Assembly include the power:

1. to modify the statutes;
2. to pronounce the dissolution of ES-EBT in accordance with the legal provisions in this respect;
3. to fix the annual fee;
4. to appoint and to revoke the eventual auditor(s);
5. to approve yearly the budgets and accounts and to give quietus to the Board members;
6. to adopt or to modify the Internal Rules;
7. to ratify the decisions of the Board on admissions or exclusions of members;
8. to establish the position(s) of ES-EBT or ratify those taken by the Board on essential policy matters;
9. to appoint and to revoke the members of the Board.

10. Establish new working groups
11. Elect two cash auditors, who review the bank accounts and cash activities and announce their findings to the assembly.
Valid statutes wrote:B) Decisions concerning items 1 to 2 mentioned here above require a 2/3 majority among the Members present or represented. Other resolutions shall be adopted by absolute majority, i.e. by more than half of the members, present or represented.

C) For all subjects addressed by a General Assembly:
- no decision can be taken on items which are not included in the agenda appended to invitations;
- the President shall determine the methods of voting. However, there shall be a secret ballot if at least three of the members present so request;
- in the event of a tie in the votes, the President shall have a casting vote;

Article 12

1) The General Assembly shall meet in ordinary session at least once a year, under the chairmanship of the President of ES-EBT, who shall convene the General Assembly with two months notice. The notice indicates the place, date, hour and agenda of the General Assembly and is sent by letter, facsimile, or any other written means (including electronic format). As the case may be; working documents will be attached to the notice.
2) The presence (or representation) of residents of at least 5 different countries is a requirement for a valid General Assembly to be held. In case of a non-valid General Assembly, the President will convene a second General Assembly within one month; this second General Assembly will not need to respect the rule of representation, but will still require to respect the voting rules laid down under article 11.
3) The President of ES-EBT must convene extraordinary sessions of the General Assembly, if at least a fifth of the Individual Members so request, thereby giving four weeks notice.
4) Proceedings and decisions of the General Assembly will be recorded in minutes which shall be signed by the President and the Secretary.
5) The minutes are kept in a register, at members’ disposal, at the registered office of ES-EBT. A copy of the minutes will also be published on the forum of the European Society of EuroBillTrackers.
6) The Ordinary or Extraordinary General Assembly can be held electronically, although real-life meetings should be preferred.

Board of Directors

Article 13

Between sessions of the General Assembly and within the framework of decisions taken by this body, ES-EBT shall be run by a Board of Directors There shall be a Board of Directors meeting at least twice each year, notice of such meeting to be given by the President or in default by a Vice-President to be advertised one month in advance, by post or email, giving notice of the venue, agenda, date, and time. Meetings of the Board of Directors could also be organised electronically. The deliberations of the Board can only be valid if more than half of its members are present or represented.

The mandate of the Board members shall be two years. It is renewable. It is not remunerated. Every year, at least half of the mandates of the Board of Directors should be renewed.

The mandate of the Board members is one years and renewable. It is not remunerated.
Valid statutes wrote:Each country of the Euro-Zone has the right to elect one of his residents as a representative on the Board of Directors. In addition to this rule, Founding Members are members of the Board of Directors. The Board of Directors is therefore composed of elected members and founding members. A country counting a Founding Member can have an elected Board member.

A “country” is defined by its recognition as an independent state by the United Nations Organization.

Within the Board of Directors, there shall be one seat reserved for a resident from each country of the Euro-Zone. In addition, one unique seat is open for representing all members resident of countries non member of the Euro-zone. All candidates to the Board of Directors must notify the President at least two weeks in advance of the General Assembly of their intention to stand as candidate. All candidates shall put forward a brief statement setting out what they have previously achieved towards the aims of The European Society of EuroBillTrackers and what they will attempt to do should they be elected. This statement should be published on the forum of the European Society of EuroBillTrackers.

The Board of directors is directly elected by the assembly and divided into three sections:
I) the executive board
a) President
b) Vice presidents, who are leading one working groups. If the assembly decides to establish a new working group, a new seat as vice president will be established. Each vice president leads a working group:
i) the communication working group, the vice president leading the group may also be addressed as spokesman of the association. This vize president may give press releases on this own decision but has to report his activities to the board
ii) the web development working group ("Dev team")( the position might be referred as "Webmaster"). This vice president has the power to change the web pages of Eurobilltracker but has to report his activities to the board
iii) the database working group ("Database Master") has the power to decide changes on the database like to remove bills or users but has to report the board
iv) the technical working group ("TOM team) (the position might be referred as "Chief technican") has the power to decide technical concerns of the eurobilltracker server but has to report to the board
c) the cashier who has the power to decide the spendings of the association and to give budgets but has to report to the board
II)
Each country of the Euro-Zone has the right to suggest one of his residents as a representative on the Board of Directors. These members are elected by all members at the assembly. They might be assigned additional roles by the board, such as the function of the secretary, the coordinator of international meetings etc.
III) The founding members and co-opted members with advisory mandate but without voting rights on board meetings (founding members have voting rights if elected on a position given in section I or II.)
Valid statutes wrote:The responsibility of the members of the Board of Directors shall be restricted to the terms of their mandate.
While representatives are members of the Board of Directors, they are expected to act in the best interests of EuroBillTracker and to play a full part in the deliberations of the Board of Directors.

In the event of vacancy, a member of the Board of Directors may be co-opted. His/her continuation to the post is subject to ratification by the next General Assembly.

A quorum of the Board of Directors shall be one third of its members present or represented.


In the event of vacancy, the President or Cashier might be replaced by a vice president by the vote of the remaining board of directors. A member of the section II might be promoted to vize predidents by the board of directors if a position of a vize president is vacant but might not become cashier or president on a later vacancy in these positions.

A quorum of the Board of Directory is one third of the members of sections I and II or the half of section I.
valid version wrote:A member of the Board of Directors (elected member or founding member) who has not been present at three consecutive meetings of the Board of Directors should be assigned by letter of the President to join the next meeting. If no explanation is provided by the member and if he does not join the fourth meeting, the Board of Directors could exclude the absent member definitely.

Bureau

Article 14

The Board of Directors shall elect from its members, a bureau composed of a President, two vice-presidents, a treasurer and a Secretary, who shall hold office for a period of two years, as long as they are Member of the Board of Directors. The President can be re-elected more than once, but not for consecutive mandates.

The above section should be erased.
In its regulations, the Board of Directors shall agree on the structure and level of fees that will be proposed to the general Assembly for approval. The Board of Directors shall agree as well on the practical aspects regarding the operation of the association and eligibility criterion of Board members. The Internal Rules shall fix the amount of expenses above which the signature of both the Treasurer and the President could be required. Expenses below that limit only require the signature of either the Treasurer or the President.
The Board of Directors shall have all the management and administration powers except those reserved to the General Assembly. The decisions of the Board of Directors shall be recorded in a minute signed by a member of the Board and the President and kept by the Secretary at the disposal of the members of the Association. The President submits an activity report to the General Assembly. The Treasurer submits a financial report to the General Assembly.
Observers may attend the General Assembly and meetings of the Board of Directors at the discretion of the President

The Bureau shall meet on the initiative of the President or in default of a Vice President as often as needed.

A Vice-President shall replace the President in case of unavailability of the President (unavailability of the President can be confirmed by unanimity of the Members of the Board present).

Article 15

Acts binding ES-EBT to third parties, which are not part of daily management operations, shall, except where special authorisation is given, be signed by the President or by two Vice-Presidents, who shall not have to justify their powers to third parties.

Article 16

Legal actions, of whatever nature, are followed and proceeded with by the Board represented by its President or a Board member appointed to this end.

Programme Committees

Article 17

The Board of Directors shall be empowered to set up Programme Committees which it deems to be advisable to establish, in order to help ES-EBT in achieving its mission in accordance with the present Articles.
The Board of Directors shall determine the composition, the duration and the terms of reference of the Programme Committees, nominating the Chairmen and eventually the members thereof.

Technical Operations & Maintenance

Article 18

The Technical Operations & Maintenance Team (TOM team) deals with all technical issues related to running & maintaining the EuroBillTracker online tools. This includes: choosing & installing new hardware & systems or handling technical aspects of a contract with a hosting facility, keeping up with current security practices, upgrading systems software on a timely basis, installing & maintaining software & hardware required by the Dev Team, installing new versions of EBTonline tools, responding the hardware & software failures.

Members if the TOM Team are appointed by the Board of Directors. The Board of Directors determines for each Member of the TOM Team the limit of their responsibilities. Members of the Technical Team must spend their time and (intellectual) service for free. (this explicitly does not include hosting fees).

Changes to the EuroBillTracker Website by the Technical Team shall be approved by the board of directors prior to their implementation.

Changes to the EuroBillTracker Website by the Technical Team shall be approved by the vize president ("chief technican") prior to their implementation.

Online tools Development

Article 19

Adding, removing & changing features on the software developed for EBT’s online tools including systems, database & web development must be done by members of the association appointed to the “Development Team” (Dev Team).
Major changes (such as upgrades) to the online tools by the Dev Team shall be approved by the Board of Directors prior to their implementation.

Major changes (such as upgrades) to the online tools by the Dev Team are decided by the Webmaster.
Members of the Dev Team are appointed by the Board of Directors. The Board of Directors determines for each Member of the Dev Team the limit of their responsibilities.

Members of the Dev Team must spend their time and offer their (intellectual) service for free. The ownership of the IP developed through this activity must be donated by them to ES-EBT.

Subscriptions – Donations - Budgets - Accounts

Article 20

Every member of ES-EBT shall pay the fee prior to the General Assembly.

Article 21

ES-EBT could accept donations, gifts, subventions if these are given in support of either the general aims or a specific aim of the association. When deemed necessary, the sale of these gifts of donations could be conducted according to a procedure proposed and conducted by the Treasurer after formal approval of the Board of Directors.

Article 22

The financial year shall run from 1st July to 30st June, each year.

Article 23

The Board of Directors shall, each year, submit the accounts for the year ended and the budget for the year to come to the General Assembly for approval.
These accounts could be checked by one or more Auditors to be appointed by the General Assembly.

Veto Right

Article 24

Founding Members have a veto right limited to the decisions linked to the sell (of parts) of the database of EuroBillTracker. The database is the data collected by the association by means of its online tools or other. This specifically includes all euro note information and user profiles.

Internal Rules

Article 25
The General Assembly may approve internal rules compatible with the provisions of the present Statutes, so as to ensure the correct functioning of ES-EBT and its administration.

Amendments to the Statutes and Dissolution

Article 26

When proposals are made to modify the statutes, the texts thereof shall be appended to convocations to the General Assembly which shall deliberate upon them.
In this specific case, the convocations shall be sent at least one month in advance of the meeting.
In the event that ES-EBT is to be dissolved, the General Assembly shall decide by a simple majority of the votes cast on (i) the appointment, powers and remuneration of the liquidators, (ii) the methods and procedures for the liquidation of ES-EBT and (iii) the destination to be given to the financial assets of ES-EBT. The financial assets of ES-EBT are to be allocated to a humanitarian non-profit making association, without prejudicing the right of the General Assembly to allocate either partially or completely such net assets to the members, for a maximum coinciding with their contribution (iv) the integrity of the EuroBillTracker database should be preserved (Honorary Members dispose on a veto on this issue)
Before final dissolution,
(i) Every user of EuroBillTracker must be given the possibility to request all information he submitted to the site (including euro note information) be returned to him
(ii) The domain name used for advertising the site shall be renewed for as long a period as possible in order to prevent traffic stealing. Furthermore, after dissolution, all intellectual property assets (domain name, all databases in whole, computer programs, etc) are explicitly lost. Since they all belong to the association, they may no longer be used by any other person or entity

Final Provision
Article 27

All cases not provided for in the present statutes and, in particular, the question of publications to be made in the Annexes to the Belgian Official Journal shall be dealt with in accordance with the provisions of the Act.
Last edited by wisi on Sun Aug 16, 2009 9:37 pm, edited 1 time in total.

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Re: Statutes of the European Society of EuroBilltrackers

Postby Phaseolus » Sun Aug 16, 2009 9:22 pm

Could you please use a RED colour for proposed deleted text and another BLUE colour for proposed added text.

Please note you should write vice-President
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Re: Statutes of the European Society of EuroBilltrackers

Postby wisi » Sun Aug 16, 2009 9:32 pm

Finally i found the time to make my suggestions into a formal form. Well, my english is not perfect, thus please be kind with my errors, but I hope the message is clear.
I will give reasons for my suggestions if requested. Some changes from my first ideas came from discussions from different persons via forum or irc. One major intention added to my changes it to make the board more capable of acting, thus giving more power to directly elected vice presidents and giving a clearer structure. Nevertheless I think having each nation represented at the board is a good idea, but I also added a rule making the board quorum already give if the majority of president, vize presidents and cashier is present at the meeting.

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Re: Statutes of the European Society of EuroBilltrackers

Postby wisi » Sun Aug 16, 2009 9:39 pm

Phaseolus wrote:Could you please use a RED colour for proposed deleted text and another BLUE colour for proposed added text.

Well, I marked the replaced sections red, added sectiosn are alredy quite clear as they are outside the quote

Please note you should write vice-President

Ups, yes. Changed.

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Re: Statutes of the European Society of EuroBilltrackers

Postby de-jo » Mon Aug 17, 2009 3:01 pm

Final Provision
Article 27

All cases not provided for in the present statutes and, in particular, the question of publications to be made in the Annexes to the Belgian Official Journal shall be dealt with in accordance with the provisions of the Act.

Has to be removed as it not a Association by Belgian law anymore!

Remark/question:
Each country of the Euro-Zone has the right to suggest one of his residents as a representative on the Board of Directors. These members are elected by all members at the assembly. They might be assigned additional roles by the board, such as the function of the secretary, the coordinator of international meetings etc.
III) The founding members and co-opted members with advisory mandate but without voting rights on board meetings (founding members have voting rights if elected on a position given in section I or II.)

Does this mean that there is still only 1 candidate possible per country?
Why not one or more of his residents!?

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Re: Statutes of the European Society of EuroBilltrackers

Postby Phaseolus » Mon Aug 17, 2009 3:15 pm

I have been reading different times through the proposals of changes and I believe that we will need to go through some elements prior to the General Assembly, if we don't want the General Assembly to be too long...

We should come with a proposal to vote yes or not and need the discussions prior to the General Assembly.

Some proposals for change are difficult to implement : one vice-president per working group will mean that we will end-up with a lot of vice-presidents ; and that means that they will have to be elected by the members of the General Assembly. That's not really feasible.

For me the statutes must be simplified and the proposal as it stands does not follow that route. I am even more confused when looking at the requirements for nationality, where there seems to be a general agreement to get rid of these national requirements and the proposal by wisi is asking again a "nomination by country" ?

If I have got time, I will come with another proposal later this evening.
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Re: Statutes of the European Society of EuroBilltrackers

Postby wisi » Mon Aug 17, 2009 3:15 pm

de-jo wrote:Does this mean that there is still only 1 candidate possible per country?
Why not one or more of his residents!?

True, first I wanted to suggest that more than one can be elected if a country sends more than 10% of the members, but on the other hand it might be even an idea to remove the national members totally in some years when everyone is sure that nationality is not important at all ;) Thus I concluded to have even more of those national seats might be contra productive.
Well, and my idea is to elect and suggest the "Section I" board members independent of nation as they have a job which has to serve all members independent of nation and I think this is a step towards the goal explained above. Thus: yes, a country might have more than one member of the board if one is elected has a "section I" member. Well, if a nation has already one member in section I and does not want or have another member from section II, they might with my suggestions a member from anoter country. To give an example from the 1st assembly: Mr.Euro did not candidate for the board as he wanted you (de-jo) to be elected. Well, on the other hand I had the impression that the dutch (netherlands) members might have suggested Mr.Euro if that had been possible at that point.

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Re: Statutes of the European Society of EuroBilltrackers

Postby de-jo » Mon Aug 17, 2009 3:39 pm

My problem is more that it is not so easy to find people who want to invest time and energy in this EBT-project.
So the limitation by nationality will become more and more a problem I think!
I would like more a open approach where people can be part of the Bioard, indenpentently of their nationality.
Restrict the Board to f.ex 12 people + founding fathers.
The members of the GA can than ellect 12 members. If we have more than 12 candidates, no problem, those with less votes will not be elected.
Theo

PS: I have the impression we have really only a few candidates to be elected!

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Re: Statutes of the European Society of EuroBilltrackers

Postby erzin » Mon Aug 17, 2009 5:23 pm

I don't find nationality important. On the dutch forum, we are one group (netherlands and belgium), there is no difference between us. I don't know how the other forum are (germany and austria or france and belgium).
It might be good but not necessary to have someone from each language group to represent the BoD and to be responsably for any official translations for the association. He/she doesn't have to translate everything by himself but has to approve the translations done by our translations.

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Proposal for amending the Statutes of the Association

Postby Phaseolus » Mon Aug 17, 2009 11:53 pm

Since the creation of the association the restrictions defined on the nationality of Board Members have been unwelcome. It is our strong believe that we should get rid of this limitation.

Please find here below a simple proposal for modification of the statutes:

Board of Directors

Article 13

Between sessions of the General Assembly and within the framework of decisions taken by this body, A2E shall be run by a Board of Directors There shall be a Board of Directors meeting at least twice each year, notice of such meeting to be given by the President or in default by a Vice-President to be advertised one month in advance, by post or email, giving notice of the venue, agenda, date, and time. Meetings of the Board of Directors could also be organised electronically. The deliberations of the Board can only be valid if more than half of its members are present or represented.

The mandate of the Board members shall be two years. It is renewable. It is not remunerated. Every year, at least half of the mandates of the Board of Directors should be renewed.

Each country of the Euro-Zone has the right to elect one of his residents as a representative on the Board of Directors. In addition to this rule, Founding Members are members of the Board of Directors. The Board of Directors is therefore composed of elected members and founding members. A country counting a Founding Member can have an elected Board member.

A “country” is defined by its recognition as an independent state by the United Nations Organization.

Within the Board of Directors, there shall be one seat reserved for a resident from each country of the Euro-Zone. In addition, one unique seat is open for representing all members resident of countries non member of the Euro-zone. All candidates to the Board of Directors must notify the President at least two weeks in advance of the General Assembly of their intention to stand as candidate.


All Members of the Association can candidate to the Board. Candidates shall put forward a brief statement setting out what they have previously achieved towards the aims of The European Society of EuroBillTrackers and what they will attempt to do should they be elected. This statement should be published on the forum of the European Society of EuroBillTrackers.

The responsibility of the members of the Board of Directors shall be restricted to the terms of their mandate.
While representatives are members of the Board of Directors, they are expected to act in the best interests of EuroBillTracker and to play a full part in the deliberations of the Board of Directors.

In the event of vacancy, a member of the Board of Directors may be co-opted. His/her continuation to the post is subject to ratification by the next General Assembly.
A quorum of the Board of Directors shall be one third of its members present or represented.

A member of the Board of Directors (elected member or founding member) who has not been present at three consecutive meetings of the Board of Directors should be assigned by letter of the President to join the next meeting. If no explanation is provided by the member and if he does not join the fourth meeting, the Board of Directors could exclude the absent member definitely.
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Re: Statutes of the European Society of EuroBilltrackers

Postby wisi » Tue Aug 18, 2009 4:21 pm

Phaseolus wrote:Some proposals for change are difficult to implement : one vice-president per working group will mean that we will end-up with a lot of vice-presidents ; and that means that they will have to be elected by the members of the General Assembly. That's not really feasible.

Well, I have been in a german "Vorstand" (board of directors) of a "Verein"(association) where there where 4 diffent "stv. Vorsitzende", thus vice presidents. That was no problem at all as they had all their working fields but where all allowed to substitude the president in absence. Even who of them whould act all if all four vice where present was never a problem.

Well, and having unmanned seats in the boards is no problem. I think this is more convient than having people willing to be part of the board and capable, but locked out by the statutes. I think of Mr.Euro and Helloggs at the 1st assembly. And on the other and I heard from the people in the board, there is some need to have clearer stuctures and to give the elected some more power, e.g. to make it easier to implement changes to the website.

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Re: Statutes of the European Society of EuroBilltrackers

Postby hadibe » Fri Aug 21, 2009 6:17 pm

Phaseolus wrote:The name in French will be "Association Européenne des EuroBilltrackers" or "A2E".

As virtually everybody is using this french version of the association's abbreviation, perhaps it would be a good idea (if not to replace it) but to take A2E as an equal abbreviation to ES-EBT also in the english version of the statutes.

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Re: Statutes of the European Society of EuroBilltrackers

Postby Phaseolus » Mon Aug 24, 2009 5:00 pm

The new person in charge could indeed make the changes.
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