CONSTITUTION OF
THE EUROPEAN CETACEAN SOCIETY
Article I Name.
The name of the society is the European Cetacean Society.
Article II Aims.
The objectives of the Society are to
promote and co-ordinate the scientific study and conservation of
cetaceans; and to gather and disseminate information about cetaceans to
Members of the Society and the public at large.
Article III Membership.
Membership is open to all on payment of
an annual subscription, due on January 1st, to be approved at a General
Meeting of the Society. Members will be entitled to vote, to attend
meetings, participate in all Society activities, and to receive a
regular newsletter from the Society. Any institution may become an
Institutional Member and has all the above rights except that of
entitlement to vote. A Member should only present himself/herself on
behalf of the Society by approval of Council, as described in article
IV. The Council shall have the right to refuse or terminate the
membership of any person who is deemed to have acted in a way contrary
to the aims of the Society. That person shall have the opportunity to
appeal against the decision at the next General Meeting, and that
person’s appeal will be sustained if he or she receives a
majority support at that meeting.
Article IV Government.
The business of the Society will be
conducted by a Council comprising up to 11 members. The Council Members
may cover specific roles, namely Chair, Secretary, Treasurer, Editor,
Membership Secretary, Conference Secretary, or serve as Ordinary
Members, and a Student Member. All Council Members are elected for a
four-year term, with the exception of the Student Member who is elected
for a two-year term. Within Council, only the post of Treasurer is
renewable after a four-year term but no other Members of Council may
serve for longer than a four-year term unless elected as Chair in which
case their term is extended to allow them to serve four years as Chair.
The Student Member may be re-elected for a second two-year term if
there are no other candidates for the post.
Council Members’ two-year or four-year terms start and end at the
close of business of a General Meeting of the Society, although the
Council may offer any retiring member the opportunity to assist the
Council up to and including the next pre-conference meeting, to
facilitate the transition and completion of current business. Past
Council Members become eligible for re-election after a gap of at least
one year.
Eligible members of the Society can be nominated for Council membership
by any Society member (with support of two current members).
Nominations for Council membership may be submitted to Council at any
time during the year following the close of business of a General
Meeting of the Society, up until the day before the following one.
Election of all nominees will be determined by vote at a General
Meeting. All members of the Society who are present there are eligible
to vote. A Student Member of Council will be elected from the student
membership of the Society by those students who are present at the
General Meeting.
Candidates for the position of Chairperson are nominated by the Council
and may include currently serving Council Members. If the elected Chair
is a currently serving Council Member, his/her period of Council
membership will be extended to permit him/her to serve one additional
full four-year term as Chair. As for all other elections, election is
subject to a vote at a General Meeting of the Society membership. In
any case election of the Chair should precede election of Ordinary
Council Members, in order not to exceed the maximum number of Council
Members.
In all elections to Council, the result will be determined by a simple
majority of the vote. All elections will include the option of electing
none of the candidates presented.
If vacancies arise between periods of election or if insufficient new
Council Members are elected to replace outgoing Council Members, the
Council shall have the right to fill the vacancies by co-option until
the next General Meeting, when election of new Council members by the
membership should take place. Council shall also have the right to
co-opt members of the Society to Council for specific tasks and limited
periods (maximum 6 months), and to invite persons to attend Council
meetings where their attendance is deemed valuable for that meeting.
Any Council Member may be removed from Council, with immediate effect
by a two-thirds majority of the entire membership using a secret mail
ballot. Such a vote can be called by a petition signed by twenty
percent of the voting membership (as at the preceding General Meeting).
Aside from the position of Chairperson, all other specific offices
(Treasurer, Secretary, etc) are assigned to current Council Members by
voting within Council. Once assigned a specific role, the office
bearers will normally continue in that role until the end of their
four-year term of Council Membership, unless requested to take over the
role of another office bearer who is due to step down. The Council will
keep the Society membership informed of all such elections.
Article V Working Groups.
The Council shall have the right to
form Working Groups as and when required to conduct more specialist
duties, this needs to be approved by the next General Meeting with a
two-thirds majority. Members of such committees may serve for terms to
be decided by the General Meeting.
Article VI Duties.
It shall be the duty of the Council
Members and the Working Groups to organise the activities of the
Society. They shall report to the membership through newsletters at
least once a year, and at meetings. The Council and Chairman, on behalf
of the Society, have the authority to respond immediately to official
requests and notifications that are directly related to cetacean
scientific advice without prior consultation of the general membership,
where such matters are urgent. In such cases, advice from appropriate
members with expert knowledge will be sought where possible. All such
responses shall be communicated to the membership immediately
thereafter. Normally, non-urgent matters shall be presented and
discussed at a General Meeting when a vote may be taken on proposed
action, as described under Article VII below. In matters that involve
political implications or individual national interests, the Council
shall make no official response, but limit action to informing the
membership and providing advice only at an internal level within the
Society. This is in line with the primary goal of the Society, as
described in Article II.
Article VII Annual General Meeting.
A General Meeting of the Members of the
Society will be held annually. Fifteen percent of the current
membership shall form a quorum. The Council shall report on progress
during the previous calendar year and present a summary of accounts.
Eligible Members shall be elected to Council if vacancies occur;
otherwise, Council members shall be offered for re-election. The
Secretary shall send a notice of the Annual General Meeting to all
fully paid-up Members of the Society at least six weeks before the
meeting, which shall include nominations for the Council and a
provisional agenda. Any member wishing to make additional nominations
or to have any other relevant business placed on the agenda shall send
notification to reach the Secretary not later than four weeks before
the meeting. A revised agenda shall be circulated if necessary, not
less than two weeks before the meeting.
Article VIII Extraordinary General Meeting.
An extraordinary General Meeting may be
called by the Council or on the written request to the Secretary of not
less than twenty Members of the Society to discuss urgent business
matters of extreme crisis that cannot be dealt with as described under
Article VI. Such matters shall include Society business and external
matters. The Secretary must convene the meeting as soon as is
practicable with two weeks’ notice to the membership. At such
meetings the quorum shall be thirty Members.
Article IX Finances.
The Society will be supported by annual
dues of the Members and Institutional Members, by the proceeds of the
sale of publications, and from such property or funds it may acquire.
All elected Members of Council and Working Groups shall serve gratis,
although the Society may hire persons as needed. The finances of the
Society shall be open for inspection by members annually at the AGM,
where a statement of accounts shall be presented and approved by the
membership. The statement shall be published in the Annual Proceedings
of the Society.
Article X Dissolution of the Society.
The Society may be dissolved by a
two-thirds majority in favour at a properly advertised General Meeting.
Any assets remaining after providing for the debts and obligations of
the Society shall be distributed to a non-profit fund, foundation or
corporation by two-thirds majority agreement of the membership.
Article XI Amendment of the Constitution.
This Constitution may be amended by a resolution carried by a two-thirds majority at a properly advertised General Meeting.
12th March 2008