This channel is dedicated to discuss the draft Statutes here below.
(i.e. document describing obligatory topics needed to register the Association)
Description of this document:
This document describes seven obligatory topics needed to register an International Non-Profit Association (henceforth INPA or Association) in Belgium.
These topics are as follows:
- place of registration;
- purpose and activities;
- principal organs;
- conditions to changing statutes; and
- conditions for dissolution.
Once these seven obligatory topics are described, they can be formed into a legal document called ‘Statutes’ by a public notary, which is the first step to register an INPA.
In addition, there are four optional topics, which have to be defined and written in the scope of registration process, but do not need to be in the Statutes themselves. These are as follows:
- identification of founders;
- representation on a daily basis;
- the exact address; and
- identity of legal representatives.
At the end of the documents you can find:
In what follows are draft statutes from the “Quo Vadis” Interim Board on how to shape the INPA: a short Introduction, followed by the description of the seven Obligatory topics and the four Optional Topics (which the Interim Board proposes not to be part of Statutes). We note that Statutes describe the very basic shape of the Association, which can and will be further detailed in the document(s) ‘bylaws’. The latter is not necessary to register the INPA and will therefore be provided by the future leadership of the Association and as the Association develops in its founding year(s).
Introduction to the statutes
(1) The Association is established after a large collaborative initiative called “Quo Vadis European Space Weather”, that gathered hundreds of space weather and space climate participants throughout the world and whose main goals and aspects are described in a peer-reviewed white paper by Lilensten et al., 2021 (doi: 10.1051/swsc/2021009).
(2) During the first year(s) of the association, referred to herein as the founding year(s), the established Interim Board of the Quo Vadis European Space Weather initiative will form all the necessary bylaws and voting procedures of the association as well as the first General Assembly planning and implementation at the next available European Space Weather Week (ESWW) meeting in 2022 or thereafter.
Obligatory Topic 1: place of registration
(1) The registered office of the Association (where the statutes will be submitted) will be in Brussels, Belgium.
Obligatory Topic 2: purpose and activities
(1) The purpose of the Association is to unite, sustain, and develop Space Weather and Space Climate activities in Europe.
(2) The Association operates on a non-profit basis and does not pursue economic goals. It solely and directly pursues non-profit purposes.
(3) The purpose of these statutes is furthered, in particular, by the following activities:
- organisation or co-organisation of conferences and/or other space weather and space climate (hereafter “SWSC”) topical events in Europe;
- complementary distribution of media for dissemination of scientific knowledge;
- support for early career scientists working in Europe by providing advice and fostering communication;
- promotion of education and advanced training through continuing education opportunities within Europe;
- maintaining and enhancing international cooperation (globally);
- honouring and promoting outstanding scientific achievements and scientists by conferring awards and medals;
- outreach to promote space weather and space climate (with a focus on Europe);
- fostering the creation of networks of scientists, engineers, stakeholders, and end-users in order for them to organise joint activities mainly in Europe;
- raising awareness and providing support to all activity sectors possibly affected by space weather or space climate focussing within Europe;
- supporting editorial/publication activities related to SWSC (e.g. journal, press releases);
- lobbying and influencing the agenda and work programmes of international organisations and decision makers in favour of space weather and space climate with a focus on Europe;
- collaborating with other similar international organisations; and
- aiming to represent the European SWSC community in other communities and other areas of the world.
(4) The Association engages in avoiding any form of discrimination.
(5) The Association actively supports Open data, Open science, and free access to these.
(6) The Association will strive to undertake all of its activities to be compatible with the principles of a sustainable society.
Obligatory Topic 3: membership
(1) Membership will be considered for all applicants with an interest and/or competence in Space Weather and/or Space Climate, regardless of their national origin or residence. All members are welcome to participate actively on the Association’s initiatives, discussions, voting, and suchlike as set out in this statute and in the associated bylaws. The details of which are in the following paragraphs.
(2) Only members_euro (as defined in appendix A) are eligible to be nominated and subsequently elected on to the Executive Board (EB) of the Association. All other roles/categories are open to all members and all members have voting rights. All member roles, including those elected to the Executive Board, come with the proviso that by being elected into such a role that this does not cause a conflict of interest with their job/activity/position or organisation/employer. The process for initiating and terminating membership, types of membership, and any membership fee(s) including subsequent nomination and election processes (and any other experience/qualifications criteria) are defined in the bylaws.
Obligatory Topic 4: Principal organs
The principal organs of the Association are the General Assembly and the Executive Board. The Association in addition has obligatory Committees and the Council as subsidiary organs.
The General Assembly
The General Assembly is formed by all the members of the association.
(1) The ordinary General Assembly meeting takes place once every calendar year, preferentially during the ESWW. It may be an in-person and/or an online meeting.
(2) An extraordinary General Assembly meeting shall be convened, if necessary, in the best interest(s) of the Association by the EB or if a written request by 5% of the members is sent to the EB setting out the reasons and purpose of such a meeting.
(3) Any member of the Association may participate in the ordinary or extraordinary General Assembly meetings and discussions and all members are also eligible to vote on all matters. Each member has one vote for each item/person/post eligible for a vote.
(4) The EB shall advertise any General Assembly meetings (date, time, location(s), and agenda) at the latest two weeks before the General Assembly meeting date. The invitation must be in writing or in text form (E-Mail suffices) to all those on the membership list (wider public announcements are allowed). The agenda announced in the invitation includes the essential content of the items to be voted upon as well as any other matters to be addressed or discussed. The relevant documents shall be made available to all members at latest three days before the meeting in electronic form. If an invitation is made in written or in text form, the invitation letter or E-Mail is deemed as sent, if it is addressed to the last address/E-Mail address indicated by the Association member. The notice is calculated from the day of dispatch.
(5) The General Assembly meeting shall be chaired by the President, and, if they are indisposed, by the Vice-President. However, if the latter is also unavailable at the time of the General Assembly meeting, then a meeting chair shall be elected for that meeting to be undertaken. The General Secretary shall serve as the secretary for the meeting. If the latter is unavailable, the General Assembly meeting shall elect a secretary for that meeting.
(6) The General Assembly meeting is quorate if either 50 members or 50% of the membership are present or represented, whichever number is smallest. If quorum is not reached, a further General Assembly meeting shall be convened (using the same notice period as for any other General Assembly meeting) which will then be considered quorate regardless of the number of members present. This later point will be indicated in the invitation. The same invitation and deadline rules apply accordingly.
(7) The procedures for all voting are defined in the bylaws of the Association.
(8) The General Assembly meeting shall be responsible for the tasks prescribed in bylaws, in particular for:
a. information on the budget drawn up by the EB;
b. information on the membership fee(s)/process(es) adopted by the EB;
c. acceptance of the report of the EB and its Treasurer;
d. election (and voting) process(es), appointment and discharge of the EB members, as well as the appointment and discharge of the elective members of subsidiary organs;
e. decision on the bylaws and electoral rules of the association that are proposed by the EB and by the Association’s subsidiary organs;
f. amendments to the Statutes (where appropriate);
g. dissolution of the Association; and
h. other tasks as far as these fall under the Statutes or bylaws or are the subject matter of the General Assembly agenda.
(9) Minutes of the General Assembly meeting must be taken, stating the main content thereof. The meeting Chair and Secretary must sign the minutes. The minutes shall be made accessible to all members no later than two weeks after the meeting.
The Executive Board (EB)
The EB consists of the six following elected/ex officio/appointed persons: The President (of the Association), the Vice-President (of the Association), the General Secretary (of the Association), the Treasurer (of the Association), the Chair of the Council (of the Association, or their delegate), and the Executive Director (of the Association). The President, Vice-President, General Secretary, and Treasurer are all elected by the membership through the General Assembly meeting (as defined in bylaws), the Chair of the Council (or their delegate) is appointed by the Council as an ex officio member of the EB, and the Executive Director is appointed by the five other members of the EB (with criteria for such being defined in the bylaws).
(1) Roles of the EB: EB members work as volunteers. Only their proven expenses shall be reimbursed. Their roles are:
a. to manage the Association pursuant to these Statutes;
b. to implement the resolutions of the General Assembly voting-/decision-making procedures and take into account recommendations of the Council;
c. to report on any implementations to the General Assembly and the Council;
d. The President and the Vice-President are solely authorised to represent the association both in and out of court - the Vice-President shall represent the association only in case of unavailability of the President or upon the demand of the President, with the Vice-President’s agreement (or by such means that the President is no longer in office or has been removed from office); and
e. The EB may set out its own bylaws.
(2) Designation and mandate duration of the members of the EB:
(a) The President, Vice-President, General Secretary, and Treasurer are elected from within the membership of the association. Prior to each election, the Executive Board will compile the list of candidates that is derived from the applications and proposals received from the members of the Association in line with the associated bylaws, which shall include suitable candidates for the succession of the EB members. The candidacy of an individual will occur through self-nomination or by a third-party nomination from a member. A third-party nomination is only possible after the candidate has been informed and accepted to be nominated. The Council invites the members by E-Mail to submit an application or a proposal. The application is made using an online form, the link to which will be given in the E-Mail. If an applicant or nominee is not suitable according to the assessment of the Council, the candidate shall be removed from the list. The nomination of members under the age of 18 years old is excluded.
(b) The term of office as President is two years (inside a four-year rotation). The following applies to the Vice-President: The President elect becomes Vice-President for one year before beginning their term as President and for the year immediately after their two-year term as President. The person elected is thus a member of the EB for four years and may be re-elected one more time.
(c) The term of office for both the General Secretary and the Treasurer is two years. They may be immediately and repeatedly re-elected to the office.
(d) The first year of the full operation of this Association immediately following the founding year(s) where the bylaws are being defined and written, a President and a Vice-President will be elected at the Association’s first General Assembly called by the Quo Vadis Interim Board. After one year of being in office, they will invert their roles whereby the Vice-president shall become President for two years while the President shall become Vice-President for one year. Two years after the start of office in the Association, a new vote will replace the Vice-President (President elect) and (b) will apply henceforth commencing the full four-year rotation.
(e) Each elected member of the EB shall take office at the end of the respective ESWW in which the General Assembly took place (or at the end of the calendar week should a General Assembly meeting (which includes EB voting) outside of the ESWW. Their term ends when the respective successor is inaugurated using the same process unless they are eligible for and subsequently become re-elected. If a member of the EB leaves office before the end of their term, the Council shall appoint/co-opt a substitute member for the remainder of their term of office. If the President leaves the office before the end of their term, the Vice-President shall immediately replace them for the remaining term of office and subsequently continue on the four-year rotation. This appointment must be communicated to the members and would include the newly appointed/co-opted Vice-President in due course.
(f) EB members can only be dismissed with just cause by the resolution of the General Assembly. Members of the EB may themselves declare their withdrawal by means of a written declaration directed to the General Assembly within a period of four weeks.
The Awards Committee
(1) The Awards Committee is formed by the Chair of the Awards Committee whom is elected by the General Assembly and members who are appointed into the Awards Committee according to the bylaws of the Committee. A Vice-Chair is then elected from within the Committee membership. The details on the requirements to apply for the Chair of the Awards Committee, the duration of the term, and the activities of the Awards Committee are described in the bylaws of the Committee. The chair (or nominated Committee member) will be a Council Member of the Association. Any such nomination is decided by the Awards Committee. The person put forward for Council cannot be an EB member. The duration and revocation of all memberships and Chairships of the Awards Committee along with all other procedures beyond there Statutes are defined by the bylaws.
(2) The Awards Committee is in charge of proposing the winners of the three International Space Weather and Space Climate medals to the three Academies of Sciences of Norway, Russia, and Belgium. These three International Space Weather and Space Climate medals are the Birkeland, Chizhevsky, and Nicolet medals, respectively. Their description is given in the bylaws of the Committee as well as the frequency in which they are awarded. The Awards Committee may decide on creating other awards in the frame of space weather and space climate, that may include other academies of science or be independent from any academy of science. The mechanisms for which are defined by the bylaws of the Committee.
(3) The Awards Committee decides when to organise a call for Medals. It organises the contest for medals from the announcement to the final decision which is subsequently announced at the medal ceremony. The medal ceremony is co-organised by the Awards Committee (preferentially held at ESWW) and in conjunction with the ESWW Programme Committee.
(4) The Awards Committee may set its own bylaws.
The Publications Committee
(1) The Publications Committee is formed by four editors from the JSWSC (at least three from the JSWSC Directorate), and three others are elected from the members of the Association. It is led by a Chair and a Vice-Chair. The Chair (or a nominated member) and one other nominated member will be a Council Member of the Association - two Publications Committee Members in total. The nominations are decided by the Publications Committee. Neither person put forward for Council can be an EB member.
(2) The Chair can only be (one of) the Editor in Chief(s) of JSWSC. The Chair is elected by the General Assembly as are the three members outside of the JSWSC editorial board. The Vice-Chair is one of the three elected members of the Association referred to in (1) and is elected internally by the Publications Committee. The duration and revocation of all memberships and Chairships of the Publications Committee along with the procedures on becoming an elected member of the Publications Committee are defined by the bylaws.
(3) Definitions and fulfilment of the roles on the JSWSC Editorial Board are separate from the Association.
(4) The Publications Committee, amongst other task(s) described in the bylaws of the Committee, takes decisions on everything concerning JSWSC with the explicit exception of negotiations with the Publisher concerning:
- the contract between the Association and the Publisher;
- the evolution of the APCs (article processing charges); and
- the remuneration of JSWSC Editors.
(5) The Publications Committee may set its own bylaws.
The European Space Weather Week (ESWW) Programme Committee (PC)
(1) The ESWW PC is responsible for organising the annual ESWW in conjunction with a Local Organising Committee (LOC - decided upon via the bylaws of the PC). The ESWW Chair, membership, and organisation (including lengths of service) are all defined by the bylaws of the Committee. The Chair (or a nominated member) and one other nominated member will be a Council Member of the Association - two Programme Committee Members in total. The nominations are decided by the Programme Committee. Neither person put forward for Council can be an EB member.
(2) Other detailed activities of the ESWW Programme Committee are described in the bylaws.
(3) The ESWW Programme Committee may set its own bylaws.
(1) The Council provides recommendations to the EB and meets at least once a year and at least two months ahead of the envisaged ESWW meeting so that EB have sufficient time to reflect and act on any recommendations it chooses to.
(2) The Council is made up of the representatives of the Awards, Publications, and ESWW Programme Committees, as well as representative(s) from any newly-formed Committees as decided in the bylaws of the Association.
(3) The Council also has elected members as defined in the bylaws of the Council to ensure as diverse a representation of the space weather and space climate communities as possible (e.g. Service providers, scientists/researchers, engineers, end-users, forecasters, policy makers, outreach, etc…).
(4) The Council must have a minimum of five members and a maximum of 20 members in any one year, and a meeting is quorate if ⅓ or more of its members are present at a Council meeting.
(5) The Council elects its own Chair from within its members. The Chair of the Council will also hold a place on the EB as an ex officio member provided they meet the criteria for becoming an EB member as defined in the Membership Statutes or else a nominated delegate that does meet those criteria must be chosen from within the Council.
(6) The Council may co-opt additional members when the breadth of knowledge, expertise, and experience across space weather and space climate is considered not diverse enough to better fulfill (3).
(7) The Council may set its own bylaws.
Obligatory Topic 5: representatives
(1) The representatives of the Association are the President and the Vice-President of the Association.
(2) At times where both the President and the Vice-President are indisposed, they may nominate an alternative representative for the Association.
Obligatory Topic 6: conditions to changing statutes
(1) In order to change the Statutes, a vote by the members requires a majority of ⅔ in favour of the change of those that take part in the vote - with the exception of the Statute(s) pertaining to the “Conditions of Dissolution” which has/have its/their own criterion/criteria for amendment(s). Otherwise, the vote is organised as any other vote of the General Assembly.
(2) The changes in the Statutes are proposed by the EB. The changes in the Statutes can be in addition proposed by any member. In the latter case, the member must send their proposal of the changes to the Statutes to the EB along with written proof of support by at least ⅓ of the members of the Association. Upon verification of the list of signatories, the EB must organise the vote at latest in the scope of the next regular General Assembly meeting.
Obligatory Topic 7: conditions for dissolution
(1) Resolutions to amend this statute or dissolve the association require a ¾ majority of the valid votes cast. A ¾ majority of the valid votes cast is also required to change the association’s purpose.
(2) Any remaining monies will be donated to a non-profit association/charity as determined by both EB and Council collectively.
Optional Topic 1: identification of founders
There needs to be at least 2 founders (without any hierarchy), they can be Belgian or from another country and they are held accountable for the first 3 years.
We propose that the first Executive Board members are identified as founders.
Optional Topic 2: representation on daily basis
We propose that the identity of the representatives is that of the elected Executive Board members.
Optional Topic 3: the exact address
Royal Observatory of Belgium has kindly agreed to provide the address for the Association until it can attain its own address.
Optional Topic 4: identity of legal representatives
We propose that the identity of the legal representatives is that of the elected President and Vice-President.
(1) English is the working language of the association.
(2) If, in the text of these statutes of the association, the feminine or masculine form of terms is used with respect to functional descriptions, all offices can be occupied by women or men irrespective of this usage.
(3) In case of any dispute in the meaning of these statues, the French version of these statutes takes precedence.
Definition of european and non-european members
We propose a broad and inclusive definition of European space, that includes all countries that have at least part of their territory within the geographical/geological boundaries of the continent, ranging from the mid-atlantic to the Urals and Caucasus (more precisely, the Ural Mountains, the Ural River, the Caspian Sea in the east, the Greater Caucasus range, the Black Sea with its outlets, the Bosphorus and the Dardanelles), and from the Arctic to the Mediterranean. Other territories with administrative ties with this region will also be included. The current work affiliation determines the european or non-european status of any member.