CONSTITUTION

ESEE Constitution

1st January 2016

1      Definitions and Interpretation

1.1   For the purposes of this Constitution, the following words and phrases shall have the following meanings attributed to them:

Association: shall mean “The European Society for Ecological Economics” (also known as the “ESEE”).

Active Members: shall mean those individuals who pay an annual subscription to the Association. All Active Members shall also be members of the ISEE.

Active Student Members: shall mean those individuals who are enrolled at least half time in higher education who pay an annual subscription to the Association. All Active Student Members shall also be members of the ISEE.

Ballot: Ballots may be undertaken either by post or electronic means.

EGM: shall mean an Extraordinary General Meeting of the Members of the Association.

Honorary Members: shall mean those individuals proposed by the Board and approved by the Members at an OGM. Honorary Members are exempt from all requirements to pay subscriptions but otherwise have the same status as Active Members.

Institutional Members: shall mean those organisations, bodies or businesses approved by the Board which pay an annual subscription to the Association.

ISEE: shall mean the International Society for Ecological Economics.

Life Members: shall mean those individuals who qualify as Active Members but who pay a life time subscription fee.

Members: shall mean the Active Members, Active Student Members, Honorary Members, Life Members and Institutional Members of the Association from time to time.

OGM: shall mean an Ordinary General Meeting of the Members of the Association.

Student Members: shall mean those individuals who are enrolled at least half time in higher education, and are given dispensation from paying membership fees to the Association.

1.2   Unless otherwise specified, all other words shall have the meanings usually attributed to them in the context in which they appear. Words denoting one gender shall be taken to include all genders and words denoting the singular shall include the plural, and vice versa, as the context may permit.

2      Objects

2.1   The Association shall have as its primary Object (the “Primary Object”) the development of ecological economics and the representation and dissemination of its ideas in society.

2.2   In order to achieve this Primary Object, the Association also aims to:

2.2.1     Encourage interdisciplinary discourse and research among the social and natural sciences into problems concerning nature and the environment;

2.2.2     Develop and maintain a European network for activities in ecological economics;

2.2.3     Produce and disseminate information on policies for sustainability, globally, nationally and locally through the use of electronic, printed, oral and other publication means; and

2.2.4     Promote and encourage education, graduate research and training, research funding and publication in the field of ecological economics.

2.2.5     Representing future generations and environmental entities through participation in and engagement with social groups (e.g., media, government, business, the public, NGOs).

2.2.6     Facilitating communication and understanding between all those who support ecological economics, including (but not limited to) teachers, researchers, students, firms, and policy-makers.

2.3   The Association shall not be organised or operated for profit.

3      Powers

3.1   The Association is hereby empowered through its Board to:

3.1.1     Organise and sponsor conferences and expositions;

3.1.2     Support meetings amongst its Members;

3.1.3     Collect subscription fees as required from Members and conference attendees;

3.1.4     Establish links with other associations and organisations;

3.1.5     Publish books, journals and other communications (e.g. web sites) in its own name;

3.1.6     Make and receive payments as necessary for meeting the Objects of the Association.

3.1.7     Engage with the media, government agencies and other bodies in accord with meeting the Primary Object.

3.1.8     Participate in social processes of discussion, debate and decision-making concerning environmental policy and the science of sustainability.

4      Administration Offices

4.1   Subject to clause 4.3 the Administrative office of the Association shall be situated at the principal location of the President from time to time (“the Administration Office”).

4.2   The Treasury of the Association and the register of Members shall be situated at the Administration Office.

4.3   The Administration Office may be transferred to any other place in Europe as the Board may determine from time to time.

5      The Board

5.1   The Association shall be governed by a board (‘the Board’) composed of not less than 9 nor more than 15 Members.

5.2   The members of the Board shall be elected by a ballot of the Members subject to the following conditions:

5.2.1     All outgoing Board members are eligible for re-election to the Board subject to the restrictions applying to the capacity in which they may serve contained in clause 6.

5.2.2     Nominations for election to the Board shall be made in writing to the Secretary supported by five Members eligible to vote and must be received at the Administration Office not later than the date specified by the Board for the receipt of such nominations.

5.2.3     Announcement of nominations procedures will be circulated to Members eligible to vote one month in advance of the required reply date.

5.2.4     All Members are eligible to vote for all Board posts except the posts dedicated to represent students. Active Student Members within Europe (as defined by the Board) may vote only for the post(s) dedicated to Active Student Members to represent students. The Board may determine whether or not to allow Active Student Members outside of Europe similar rights in any given election. Not less than 1 nor more than 2 posts on the Board shall be dedicated to the representation of students.

5.2.5     At least three weeks will be allowed between posting of election ballots and the closing date for the receipt of replies.

5.3   The term of office of Board Members shall last for 3 years from the date of the appointment by ballot unless terminated sooner in accordance with clause 11.

5.4   If a Board position becomes vacant at any time during the term of office of a Board Member the Board can subject to clause 5.1 co-opt any eligible Member willing to act to fill the vacancy created for any post except those of President or Vice-President.

5.4.1     Re-election shall be treated as a matter of urgency should the number of elected Board Members have been reduced to five.

5.4.2     A member of the Board so co-opted shall continue until the next general meeting of the Association whereupon they shall resign but may (if they choose and continue to be eligible) stand for election in the normal way. An individual co-opted to fill a vacancy on the Board shall have a term of office no longer than the remaining term of their predecessor.

5.4.3     The deliberations and actions of the Board shall not be invalidated for want of ratification of a provisional nomination to Board Membership.

5.5   The Board shall conduct the business of the Association in accordance with the Objects. The Board may delegate such of its functions as it shall determine to Sub-committees whose membership shall be determined by the Executive members of the Board.

5.5.1     The Board shall have the following Sub-committees: (i) Conference & Meetings, (ii) Education, (iii) Fund Raising & Membership, (iv) Publications & Publicity.

5.5.2     Each Sub-committee will have a Chair responsible for reporting to the Board.

5.5.3     Each Sub-committee will have as one of its members a Presidential or Vice-presidential Board member.

6      The Executive

6.1   The executive members of the Board (‘the Executive’) shall comprise a President, not less than 1 nor more than 2 Vice-presidents (as the Board shall determine), a Secretary and a Treasurer.

6.2   The Executive members will hold office for 3 years from the date of their appointment by ballot.

6.3   The President and the Vice-president(s) shall be elected by a ballot of Members by a simple majority of those voting. These officers cannot simultaneously hold other functions within the Executive. They are eligible for re-election to the same office once only.

6.4   The Secretary and Treasurer shall be elected by a simple majority at a Meeting of the Board from amongst its members. There is no constraint on re-election to these offices.

6.5   The Treasurer is regarded as a technical post and in the event that no member of the Board is considered by the Board to be suitably qualified the Board may co-opt an individual to serve as Treasurer, which person need not be a Member of the Association. Where such a person is co-opted as Treasurer the provisions of clause 5.4.2 apply.

6.6   The Treasurer will have no voting rights at Meetings of the Board if he/she is not an elected (as opposed to a co-opted) member of the Board.

6.7   The office of Board member and Executive of the Association shall be unpaid.

7      Meetings of the Board

7.1   The Board shall hold meetings not less than twice each calendar year on such dates as are determined by the Board or when called by the President or by not less than half of the Board members.

7.2   Meetings of the Board shall be held either:

7.2.1     at the Administration Office or such place determined by the President with agreement of the Board, or

7.2.2     via electronic mail or telephone conferencing.

7.3   Decisions of the Board shall be by majority with each member of the Board having one vote (subject to clause 6.6). The quorum for Board meetings shall be 50 per cent of the members of the Board from time to time and must include the President or upon his/her consent a designated Vice-president. In the event of tied votes, the President, or his/her designated substitute, has a second casting vote.

8      Powers of the Board

8.1   The Board is invested with general powers to act in the name of the Association and to carry out or authorise all actions and operations permitted to the Association and which are not specifically in the domain of a general meeting of the Association to decide.

8.2   The Board may utilise the Association’s funds, and represent the Association in its promotion or defence.

8.3   The Board may:

8.3.1     employ and terminate the employment of persons and set their remuneration;

8.3.2     rent premises as needed by the Association and carry out repairs to the same;

8.3.3     buy and sell any sorts of assets or property (whether real or personal);

8.3.4     take out any insurance as required by the Association in the course of carrying out its Objects.

8.4   Every member of the Board shall be indemnified out of the assets of the Association against any liability incurred by him/her in the proper performance of his/her duties including (but not limited to) defending any proceedings, whether civil or criminal, in which judgement is given in his/her favour or in which he/she is acquitted or in connection with any application in which relief is granted to him/her by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Association.

8.5   The Board or any of their number as they may determine may hold any assets or property (whether real or personal) in trust for the Association.

9      Duties of the Executive

The Members of the Executive have the following specific duties:

9.1   The President shall be responsible for execution of the Board’s decisions and for assuring the proper and effective functioning of the Association;

9.2   The Vice-president(s) shall support the President in the exercise of his/her duties and take the place of the President as the situation requires;

9.3   The Secretary shall be responsible for the calling of general meetings, elections and of Board meetings, for the taking of minutes, for Association correspondence, giving notice of meetings and elections, arranging venues, and for keeping a register of Members;

9.4   The Treasurer shall deal with the accounts of the Association and, under the guidance of the President, effect all payments and receive all monies, and under instruction of the Board deal with the withdrawal, transfer and sale of all assets of the Association.

10    Membership

10.1 Membership of the Association is open to any person interested in ecological economics or related disciplines and supporting the Objects of the Association.

10.2 There are six classes of membership: the Active Member, the Life Member, the Honorary Member, the Institutional Member, the Student Member and, the Active Student Member.

10.3 Student and Active Student Members shall apply in writing to the Secretary annually with proof of their continuing student status. The Secretary may delegate this responsibility, or any part thereof, to the ISEE.

10.3.1 Student Members shall be allowed to join the Association for 3 years without paying an annual subscription subject to approval and any conditions set by the Board (e.g. a written piece on their interests or research, residence within Europe as defined by the Board).

10.3.2 Student Members will have no voting rights under this constitution.

10.4 Applications for Membership are to be made in writing to the Administration Office signed by the person wishing to become a Member. The Board may choose to delegate this responsibility to the ISEE. Applications shall be accepted by the Board upon verification that the person fulfils the conditions laid out herein. A decision of the Board shall be final in this regard.

10.5 Subscription levels shall be set annually by the Board, and shall become due annually, according to a calendar fixed by the Board. If subscription is allowed for longer periods than one year, a similar procedure for the longer period shall be instituted. The board may delegate the setting of subscription levels and calendar to ISEE given that the Board is consulted in these matters.

10.6 Institutional Members shall be accepted by the Board upon payment of an annual subscription deemed by the Board to be substantive but no less than the maximum annual subscription fee for an Active Member.

10.7 All Institutional Members must have aims and objectives in accord with the Objects of the Association and be considered by the Board to be ethically sound in that regard.

10.8 No Institutional Member may vote or stand for election.

11    Termination of Membership

Membership shall be terminated by the following means:

11.1 Resignation: Any Member can resign from the Association through addressing their notice of resignation to the President, by registered letter. The person thereby ceases to be a Member at the end of the calendar year of resignation.

11.2 Expulsion. The Board has the authority to expel a Member, either for failure to pay subscription charges in full within six months of the due date, or for serious misconduct or bringing the Association into disrepute. The decision shall be communicated to the relevant Member by first class registered post letter within 14 days of the decision being taken. If the Member requests in writing addressed to the President within 14 days of the date on which notice is sent by the Board , the decision to expel shall be considered by the next OGM of the Association, which shall be the final arbiter.

11.3 Death. In the case of death of a Member, membership of the Association ceases on death and does not pass by way of succession to any beneficiary of the deceased.

11.4 The death, resignation or expulsion of a Member shall not entail the termination of the Association, which continues to exist between the other Members.

11.5 Any Members who have resigned or been expelled, and the beneficiaries of a deceased Member, shall be liable for payment of all overdue subscriptions, including for the year of resignation, expulsion or death.

12    Assets and Resources

12.1 The Board may determine at any time to maintain a reserve fund.

12.2 The reserve fund may correspond to the excess of annual receipts over expenses;

12.3 The reserve fund shall be employed in the first instance for the purchase of properties needed for the realisation of the Association’s Object, and to their equipping and furnishing, and to the payment of repair or refurbishing costs;

12.4 Any investments made by Board shall take account of the Objects and shall be ethically sound in that regard.

13    General Meetings

13.1 The General Meeting shall be composed of all the Members of the Association whatever their category of membership.

13.2 The decisions taken by a vote in a General Meeting are binding on each and every Member.

13.3 There are two categories of General Meeting.

13.3.1 Ordinary General Meeting (‘the OGM’). An OGM shall take place at least once every two years, in accordance with the decisions of the Board, at the place, day and time indicated in the Notice of Meeting.

13.3.2 Extraordinary General Meeting (‘the EGM’). Any question or decision relating to the Constitution of the Association shall be dealt with in an EGM or by a substitute ballot of the Members. An EGM or a substitute ballot of the Members may be called by the Board or by the written demand of at least 20% of Active Members; in the latter case the Meeting must take place within 30 days of the receipt of the demand by the Secretariat.

13.4 Convening a Meeting. For all General Meetings, the Notice of Meeting should be sent (by ordinary letter or facsimile or electronic mail) to every Member, at least 15 days before the date set for the Meeting together with the meeting agenda. The final agenda shall include any propositions made with the signature of at least 20% of Members and received by the Secretariat at least 8 days before the Meeting.

13.5 Composition and Voting

13.5.1 Every general meeting of the Association shall be chaired by the President. In his/her absence a Vice-president may chair the meeting or in the absence of both President and Vice-president the meeting may designate a chair from among Members present.

13.5.2 The functions of secretary of the meeting shall be carried out by the Secretary or, in his/her absence, by a Member present and designated by the Meeting.

13.5.3 A written record shall be made of attendance at the Meeting, signed by each Member upon entry to the meeting and certified by the Chairperson and Secretary of the meeting.

13.5.4 An Active Member not present may be represented exclusively by another Active Member (a proxy). Each Active Member shall have one vote, and may also exercise proxy votes on behalf of another Active Member, upon receipt by the Secretary of authorisation in writing signed by the Active Member upon whose behalf the proxy is being exercised. The number of proxy votes that may be held by any Active Member in a General Meeting is limited to three (in addition to their own vote).

13.5.5 Decisions shall be taken by a show of hands, by simple majority of Active Members present or represented by proxy. Any Active Member may, however, demand that the decisions be taken by secret ballot upon which the members shall vote on the proposition.

13.6 Quorums and Reconvention

13.6.1 The quorum for an OGM, or a ballot, shall be not less than 20% of members entitled to attend and vote.

13.6.2 In the case of an EGM the quorum shall be 30% of members entitled to attend and vote.

13.6.3 In the case of an OGM or EGM, if a quorum is not attained, the meeting shall be adjourned to such time and place (being not more than 60days following the date of the original meeting) as the chair of the meeting shall determine. At such a reconvened meeting even if a quorum is not present the Members present shall be entitled to consider the resolutions put to the meeting, which business shall be deemed to have been validly transacted for all purposes. If a quorum is not attained for a ballot then at the discretion of the Board the ballot may be reissued within 30 days of the closing date of the original ballot .

13.6.4 All meetings of the Association other than OGMs (and ballots) shall be EGMs.

14    Business of the Meeting

14.1 At the OGM, the Board shall report to the members its management activities undertaken since the previous Meeting, and on the Association’s financial situation and general state of the Association.

14.2 The OGM shall:

14.2.1 approve or amend the accounts placed before it by the Treasurer for the preceding period;

14.2.2 vote on budgetary provisions for the period to come; and

14.2.3 vote on the replacement and election of Board members as required in this constitution.

14.3 At all general meetings of the Association the Members shall consider only that business which has been notified to the Members in the notice calling the relevant meeting.

15    Dissolution

15.1 In the case of voluntary dissolution of the Association, the EGM shall name one or more liquidators who thereby receive full powers to realise the assets of the Association and acquit the debts, after recuperating monies known to be owing from any parties.

15.2 The assets of the Association after all liabilities have been discharged shall be transferred to such other organisation having objects similar to the Objects or to any public or private organisation of recognised public interest and which shall be determined by the EGM.

16    Governing Law

16.1 The operation of the Association and this constitution shall be governed by and interpreted in accordance with the laws of England and the Members agree to submit to the exclusive jurisdiction of the English courts.

16.2 In the case of the relocation of the Administration Office outside of England and Wales (in accordance with the procedures laid down in clause 4 above), the governing laws shall remain those of England and Wales.

17    Commencement

The terms of this Constitution shall come into effect at the end of the EGM or ballot in which it is adopted by the Members and upon signature by the President, Vice-president and Secretary. It supersedes all other similar documents, which are hereby revoked.

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