THE CONSTITUTION OF THE EUROGRAPHICS ASSOCIATION
- I. Name - Purpose - Duration - Seat
- II. Membership
- III. Officers and Organization
- IV. Resources
- V. Amendments and Winding-up
- VI. Resolution of Disputes
I. Name - Purpose - Duration - Seat
1.1 Under the name of European Association for Computer Graphics (EUROGRAPHICS), a non-profit association has been organized and incorporated; it is governed by Article 60 and the following articles of the Swiss Civil Code, and by the present Constitution.
1.2 Its duration shall not be limited.
1.3 Its seat is in Geneva, Switzerland.
2.1 The purpose of the Association is and shall be to contribute to and promote the advancement of computer graphics, primarily in Europe, by all suitable means and in particular:
(a) by providing a forum for the discussion of subjects of common interest;
(b) by providing means whereby action can be taken on those matters which it appears desirable to handle on the international level;
(c) by establishing relations with other similar associations national or international;
(d) by inviting, receiving, hearing and publishing communications relating to the science, teaching, applications or use of computer graphics.
2.2 In order to fulfil its purpose, the Association shall act either directly or through its members or through groupings created by its members either on a subject or national basis.
The membership of the Association shall consist of Ordinary Members, Institutional Members, Fellows, Student Members and Honorary Members.
4.1 Individuals with an interest in computer graphics may become Ordinary Members.
4.2 Organizations which make a significant contribution to computer graphics may become Institutional Members. Institutional Members are represented by their contact persons who shall be treated as Ordinary Members.
4.3 Only such individuals as have made a significant contribution to the advancement of computer graphics by independent original research, or have rendered some other special service to the Association may be elected to Fellowship.
4.4 Individuals who are in full-time education may become Student Members.
4.5 The Association may also admit Honorary Members.
4.6 Members are divided into two categories: Corporate Members and Non-Corporate Members. Ordinary Members, Fellows and contact persons for Institutional Members are Corporate Members. Student Members and Honorary Members are Non-Corporate Members.
5.1 Individuals applying for Ordinary Membership shall do so on the standard application form. They shall accompany their applications by such documentation as the Executive Committee shall require. Admission to Ordinary Membership shall be decided by the Executive Committee. Ordinary Membership is not transferable.
5.2 Organizations eligible for Institutional Membership shall accompany their applications by such documentation as the Executive Committee shall require. Admission to Institutional Membership shall be decided by the Executive Committee.
5.3 Fellows are nominated by existing Fellows and approved by the Executive Committee.
5.4 Individuals applying for Student Membership shall do so on the standard application form. They shall accompany their applications by such documentation as the Executive Committee shall require. Student Members shall have the right to attend meetings and subscribe to the publications of the Association. Admission to Student Membership shall be decided by the Executive Committee. A Student Membership shall be of limited duration and shall be terminated according to rules defined by the Executive Committee. An individual whose membership is so-terminated, shall be invited to apply for Ordinary Membership.
5.5 Honorary Members shall have the right to attend meetings and subscribe to the publications of the Association. Admission to Honorary Membership shall be decided by the Executive Committee. The total number of Honorary Members at any one time shall not exceed fifty.
5.6 Corporate Members have the right to vote and shall be eligible for service as Executives. Non-Corporate Members shall not have the right to vote and shall not be eligible for service as Executives.
5.7 Members who are elected or admitted shall be informed by the Secretary of their election or admission and shall receive from the Secretary copies of the relevant documents. No election of Fellows or admission of Members shall become effective until the relevant fees have been paid.
5.8 Institutional Members may nominate a number of contact persons who shall be treated as Ordinary Members of the Association. The nominations may be changed from time to time as notified in writing to the Secretary. The number of such nominations is dependent on the fee payable.
5.9 Institutional Members shall receive a number of library subscriptions to the journal of the Association. The number of such subscriptions is dependent on the fee payable.
5.10 Annual membership fees shall be due on 1 January. If payment of the membership fee is not received within 15 days of the due date, membership will lapse.
5.11 Expulsion of a member shall be a decision of the Executive Committee. The Chairman shall present to the Executive Committee a full report on the reasons for the proposed expulsion before the matter is considered by the Executive Committee.
5.12 All matters of doubt or difficulty relating to membership shall be decided by the Executive Committee.
5.13 Membership of the Association implies strict adherence to the Constitution and to any lawful decision made or to be made by the organs or officers of the Association.
5.14 Membership may be terminated by withdrawal.
Members as defined in Article 3 are not personally liable for the debts and liabilities of the Association, which is only liable to the extent of its assets.
III. Officers and Organization
The organs of the Association are:
(a) the General Meeting;
(b) the Officers of the Association;
(c) the Executive Committee;
(d) the Executive Board;
(e) the Auditors.
A) General Meeting
8.1 The General Meeting is the supreme authority of the organization.
8.2 All members of the Association are entitled to attend the General Meeting. The rights of members to vote at a General Meeting are defined in Article 9.1.
8.3 The General Meeting has all such powers as have not been conferred upon another organ under the present Constitution.
8.4 It is summoned in ordinary or extraordinary session by the Executive Committee, at the date and place fixed by it, and also upon a written request of at least one fifth of the Corporate Members.
8.5 The summons or, in the last-named case, the written request, must indicate precisely the agenda or the items which should be discussed.
8.6 The General Meeting has in particular the following duties:
(a) adopt or modify the Constitution;
(b) elect and dismiss Executives and the Auditors;
(c) fix the annual dues;
(d) approve the regions and the minimum number of Executives from each;
(e) consider reports submitted to it and approve the accounts;
(f) approve the programme of work as defined by the Executive Committee.
8.7 To be approved, decisions to fix annual dues shall require the favourable vote of two-thirds of the Corporate Members of the Association voting. All other decisions, except those reserved elsewhere in these Articles, shall require a simple majority of the Corporate Members voting. In the event of a tie, the Chairman of the meeting shall have a second, or casting vote.
9.1 In a General Meeting, called according to Article 8, every Corporate Member, present at such a General Meeting shall be entitled to one vote in the decisions.
9.2 A General Meeting may decide in an ordinary session only upon agenda items for which three months notice has been given to all Corporate Members. They shall receive notice of the date and the venue and a preliminary agenda three months prior to the session. An Annual General Meeting shall be held once in every year at such time and at such place as may be prescribed by a resolution of the Executive Committee. Normally this meeting should take place at the annual EUROGRAPHICS Conference (so long as such exists), or some other gathering of the Association.
9.3 Rules for a quorum at the General Meeting are as follows.
(1) Fifty (or 10% of the number of Corporate Members in the Association if that is lower) Corporate Members, present and voting at a session of a General Meeting, shall constitute a quorum for decision.
(2) If after thirty minutes from the time appointed for the meeting such quorum be not present the Meeting, if convened upon the requisition of Corporate Members, shall be dissolved but, in any other case, shall stand adjourned to such date time and place as the Executive Committee shall determine.
(3) Unless the Meeting is adjourned for seven days or more, it shall not be necessary to give members written notice thereof.
(4) If the adjourned Meeting takes place at a gathering (for example the EUROGRAPHICS Conference) attended by such number of Corporate Members as constitutes a quorum, the Corporate Members present at the adjourned Meeting, whatever their number, shall have power to decide all matters which could properly have been disposed of by a quorum at the original Meeting.
9.4 The Chairman or, failing the Chairman, one of the Vice-Chairmen shall chair every General Meeting: providing that, if after thirty minutes from the time appointed for holding any Meeting all such Officers be absent, or being present, decline to act as Chairman of the General Meeting, an Executive chosen by the members of the Executive Committee present shall be Chairman of such Meeting.
10.1 All decisions within the powers of the General Meeting, with the exception of decisions relating to winding up, may be made by a ballot.
10.2 Ballots may be conducted by means approved by the General Assembly.
10.3 When electronic balloting is available, a postal ballot form shall be provided as an alternative. A member shall vote either by returning the postal ballot form or through the electronic ballot system, but not both.
10.4 Balloting shall permit the identity of the voter to be verified by means approved by the Executive Committee. Ballots shall be delivered to the Secretary or such other recipient as specified by the Executive Committee, to be received by the date specified by the Executive Committee.
10.5 An approved electronic ballot system shall maintain an audit trail of members voting in a ballot, accessible to the scrutineers of the ballot.
10.6 Ballots shall be verified by two or more Scrutineers nominated by the Executive Committee.
10.7 The ballot of any Corporate Member who is in arrear with any sum payable by him to the Association shall be invalid and shall be disallowed.
10.8 When a ballot is held, the result is valid only if at least 20% of the total Corporate Membership return valid votes.
10.9 If the necessary number of valid votes to constitute a valid ballot is not returned, the resolution may be put to a further ballot, or become an agenda item at a General Meeting, summoned under the provisions of Article 8.
B) The Officers
11.1 The Officers of the Association shall be:
(a) Honorary Officers: A Chairman and two Vice-Chairmen.
(b) Administrative Officers: A Secretary and Treasurer.
(c) Immediate Past Chairman.
11.2 The Honorary Officers shall be Executives (as defined in Article 13.2(a)) at the time of their appointment.
11.3 The Administrative Officers shall be Corporate Members of the Association, not necessarily Executives. The Immediate Past Chairman must still be a Corporate Member of the Association.
11.4 The term of office of the Honorary Officers shall be 2 years, commencing 1st January.
11.5 The term of office of the Administrative Officers shall be 1 year, commencing 1st January.
11.6 The term of office of the Immediate Past Chairman shall be 1 year, commencing from the date when his or her Chairmanship ceases.
11.7 The Honorary Officers and Administrative Officers of the Association shall be appointed by the Executive Committee at a meeting in the year before they take office.
11.8 Any Officer may resign by sending a resignation to the Executive Committee, and on its acceptance by the Executive Committee he or she shall vacate the Office. An Officer may resign the Office whilst remaining an Executive.
11.9 Any vacancy in the Officers occuring between two Annual General Meetings, owing to death, resignation, removal or otherwise shall be filled as follows:
(a) If among the Honorary Officers, by the election by the Executive Committee of an Executive.
(b) If among the Administrative Officers, by the election by the Executive Committee of any Corporate Member.
Provided that, when an election is made by the Executive Committee under this Rule, the election shall be at a meeting of the Executive Committee summoned with notice of that object; and provided that any person elected in this way shall retain the office so long only as the vacating officer would have retained the same if no vacancy had occurred but shall then be eligible for re-election to that office for the full period for which a newly elected Officer would be so eligible.
11.10 An Officer shall ipso facto, vacate the office if the Officer :
(a) ceases for any reason to be a Corporate Member of the Association; or
(b) be declared by the Executive Committee to have been unable or to have failed to fulfill the proper functions as an Officer through inadequate attendance at meetings or insufficient attention to other duties and be removed from office by resolution of the Executive Committee accordingly.
11.11 Any Officer may be removed from the office by a resolution of a Special General Meeting convened for that purpose, and in the case of such resolution the following provisions shall apply:
(a) The Officer whom it is proposed to remove must first have an opportunity of being heard.
(b) Not less than two-thirds of the Corporate Members personally present and voting shall vote in favour of the resolution.
11.12 Officers are eligible for re-election.
The Association is bound by the signature of its Chairman or, should the Chairman be prevented from signing, of one of the two Vice-Chairmen together with the signature of another Executive.
C) The Executive Committee
13.1 The Executive Committee shall provide for its own organization.
13.2 The Executive Committee shall consist of:
(a) Executives: a minimum of 15 to a maximum of 21 (or such other number being a multiple of 3 as a General Meeting may from time to time determine) Corporate Members of the EUROGRAPHICS Association elected by the General Meeting (hereinafter referred to as 'Executives').
(b) Officers: as defined under Article 11.1;
(c) Annual Event Chairmen: up to three additional members of EUROGRAPHICS who shall be the chairmen of the organising committees of the EUROGRAPHICS annual events. Each shall be appointed to serve for a period of three years, commencing on 1 September (or other convenient date agreed by the Executive Committee) of the year before the year in which the event for which they are responsible, takes places. These members shall be appointed by the Executive Committee.
(d) Chief Editors: of Computer Graphics Forum, the journal of the Association. Each shall be appointed by the Executive Committee to serve for a period of not less than three years in the first instance.
(e) Coopted Members: the Executive Committee is empowered to add up to two Corporate Members by co-optation. Co-opted membership shall lapse after the Annual General Meeting of the year of appointment, unless renewed by the Executive Committee for a further year.
13.3 Only Executives are voting members of the Executive Committee.
13.4 A quorum of the Executive Committee shall be six Executives.
13.5 The Chairman or, failing the Chairman, one of the Vice-Chairmen shall chair every Executive Committee meeting: providing that, if after thirty minutes from the time appointed for holding any Meeting all such Officers be absent, or being present, decline to act as Chairman of the Executive Committee, an Executive chosen by the members of the Executive Committee present shall be Chairman of such Meeting.
13.6 All decisions of the Executive Committee shall be by a simple majority of those present and voting. In case the vote is a tie, the Chairman shall have a second or casting vote.
13.7 The Executive Committee shall meet not less than once a year.
14.1. The Executive Committee governs and represents the Association and shall have general charge of all matters of interest to the Association.
14.2 In particular the Executive Committee is empowered to:
(a) fulfil the purpose of the Association as it is defined in Article 2 and define its programme of work;
(b) administer the assets and property of the Association;
(c) summon the General Meeting;
(d) organize ballots and consultations by mail;
(e) approve an electronic ballot system for use in accordance with the provisions of Article 10;
(f) appoint and supervize subject and national groupings entrusted with special tasks within the general frame-work of the Association;
(g) appoint delegates or representatives of the Association to scientific conferences or meetings;
(h) carry out decisions of the General Meeting;
(i) present to the General Meeting annual and other reports and a financial report together with the auditor's report;
(j) accept new members of the Association;
(k) decide to terminate a membership;
(l) accept donations to the Association.
15.1 Executives are eligible for re-election.
15.2 One third of the Executives shall be elected each year.
15.3 Executives shall be elected for a period of 3 years.
15.4 Executives take office on the next January 1 following the Annual General Meeting of the Association at which they are elected.
15.5 Any Executive may resign by sending a resignation to the Executive Committee, and on its acceptance by the Executive Committee the Executive shall cease to be an Executive.
15.6 Any vacancy in the Executives occuring between two Annual General Meetings, owing to death, resignation, removal or otherwise shall be filled by the election by the Executive Committee of a Corporate Member. Provided that, when an election is made by the Executive Committee under this Rule, the election shall be at a meeting of the Executive Committee summoned with notice of that object; and provided that any person elected in this way shall retain the Executive so long only as the original Executive would have retained the same if no vacancy had occurred but shall then be eligible for re-election to Executive for the full period for which a newly elected Executive would be so eligible.
15.7 Any of the Executives shall ipso facto, cease to be an Executive if he or she:
(a) ceases for any reason to be a Corporate Member of the Association; or
(b) be declared by the Executive Committee to have been unable or to have failed to fulfil the proper functions as an Executive through inadequate attendance at meetings or insufficient attention to other duties and be removed as an Executive by resolution of the Executive Committee accordingly.
15.8 Any Executive may be removed by a resolution of a Special General Meeting convened for that purpose, and in the case of such resolution the following provisions shall apply:
(a) The Executive whom it is proposed to remove must first have an opportunity of being heard.
(b) Not less than two-thirds of the Corporate Members personally present and voting shall vote in favour of the resolution.
16.1 The General Meeting shall partition the world into a number of regions (a minimum of 4 and maximum of 8) and specify the minimum number of Executives for each region. These will be used in the voting process for the Executives.
16.2 The aim of the elections is to have a minimum number, at least one, of Executives from each region in the new set of Executives after the election is complete.
16.3 The vacancies created by the Executives retiring are divided into 'regional vacancies' and 'general vacancies'. If amongst the Executives not retiring in a particular year, there is not the specified number of Executives resident in a particular region (as defined in Article 16.1), that region shall be deemed to have regional vacancies equal to the number required to satisfy the specified minimum number. The remaining vacancies shall be general vacancies.
16.4 Candidates for regional vacancies shall have a permanent residence in that region on the closing date for nominations.
16.5 A Nominating Committee shall be established each year, consisting of two Executives appointed by the Executive Committee and two Corporate Members, who are not Executives, appointed by the General Assembly. Appointments shall be for a period of one year, renewable.
The Nominating Committee shall endeavour to nominate as candidates for election as Executives in place of those retiring under Article 15.2 a number of Corporate Members of the Association equal to twice the number of vacancies; having due regard to the representation on the Executive Committee of the nations represented in the membership of the Association and of the various interests and branches of the subject of computer graphics.
The Nominating Committee shall endeavour to include amongst the nominees two eligible candidates for each regional vacancy.
16.6 Such nominations shall be made not later than the Fifteenth day of November next before the date at which the Annual General Meeting is to be held.
16.7 Any five (5) Corporate Members, not being Executives may nominate a Corporate Member as a candidate for election as an Executive but no Corporate Member shall concur in nominating more than one such candidate at any particular election. Any such nominations shall be delivered to the Secretary (or other person appointed by the Executive Committee) not later than the Fifteenth day of November next before the date at which the Annual General Meeting is to be held, and shall be in the following form:
We, the undersigned, being Corporate Members of the European Association for Computer Graphics do hereby certify that A.B of (registered address) a Corporate Member of this Association is, in our estimation, a fit and proper person to be an Executive of the Association, and we do hereby nominate him/her as a Candidate for election as such.
Any such nomination may consist of several documents in like form, each signed by one or more Corporate Members, and shall be accompanied by a statement by the candidate that he is willing to accept such nomination.
16.8 No person shall be eligible to be elected as an Executive unless he be a Corporate Member of the Association.
16.9 If the number of candidates duly nominated for election as Executives does not exceed the number of vacancies, the persons so nominated shall be deemed to be elected and the result shall be announced at the Annual General Meeting.
16.10 If in the case of regional vacancies, the number of nominated candidates resident in the region concerned is equal to the number of regional vacancies in that region, the person or persons so-nominated shall be deemed to be elected and the result shall be announced at the Annual General Meeting.
16.11 If the number of candidates exceeds the number of vacancies, an election by ballot shall be held.
17.1 Whenever a ballot is necessary to determine the election of Executives, the Executive Committee shall (three months at least before the date of the Annual General Meeting) cause to be sent to every Corporate Member, a ballot form containing the names of the candidates nominated for election. The ballot form shall indicate the regions in which each candidate is resident and the regions (if any) for which there are regional vacancies. Included with the ballot form shall be such particulars regarding the candidate's qualifications, occupation and experience as the Executive Committee may from time to time direct. Any regional vacancies filled as a result of Article 16.10 shall also be notified. This information shall also be made available at the same time through the Association's Web site.
17.2 Each Corporate Member desirous of voting shall record a vote as described in the instructions accompanying the ballot, provided that no Corporate Member shall vote for more candidates than the number of remaining vacancies.
17.3 The Scrutineers of the ballot nominated by the Executive Committee shall not be candidates nominated for election as Executives.
17.4 The Report of the Scrutineers shall be presented to the Chairman at the Annual General Meeting.
17.5 For each region with regional vacancies (other than those filled as a result of Article 16.10), the candidates resident in the region concerned with the greatest number of votes shall be elected. .
17.6 If insufficient nominations are received for vacancies in a particular region, the unfilled positions shall remain open and the Executive Committee may appoint any Corporate Member resident in the region concerned, to fill such vacancies.
17.7 The general vacancies shall be filled by the remaining candidates (including those unsuccessful for the regional positions) with the greatest number of votes.
17.8 In all cases of equality of votes, the Chairman shall have a second or casting vote.
17.9 If at any time after the ballot forms have been sent to Corporate Members, and before the dissolution of the Annual General Meeting, any candidate who would otherwise have been elected has died or has withdrawn his or her nomination or has in any way become ineligible for election as an Executive then the candidate having the next greatest number of votes shall be elected or if there be no such candidate the Corporate Members present may nominate and elect any Corporate Member.
D) Executive Board
18.1 The Officers defined in Article 11.1 shall constitute the Executive Board.
18.2 There shall be such other officers of the Association as the Executive Committee may prescribe or authorise and they shall have such powers and duties and such periods of office and shall be appointed in such manner as may be prescribed by the Executive Committee.
18.3 Other officers defined in Article 18.2 may be called upon to serve the Executive Board in an advisory capacity.
18.4 The Executive Board is empowered to make decisions delegated to it by the Executive Committee. It shall report such decisions to the subsequent meeting of the Executive Committee.
19.1 The General Meeting appoints each year a firm of certified public accountants, who shall report on the accounts of the Association. These auditors may at all times require that the books and all relevant documents or reports be presented to them and they may examine the cash and financial situation.
19.2 The auditors may be re-elected.
20.1 The resources of the Association consist of:
(a) dues paid by members;
(b) possible gifts, bequests and legacies;
(c) subsidies or grants which may be awarded to it by public or private bodies;
(d) any other resources which may derive from its own activities.
20.2 In order to fulfil its purpose and to secure its functioning, the Association may at all times constitute or organize separate or independent funds or bodies and give them an appropriate legal structure.
The financial period shall be from 1 January to 31 December.
V. Amendments and Winding-up
22.1 Any proposal of amendment of the Constitution shall be sent to all Corporate Members of the Association through the Secretary, at least three months before the meeting of the General Meeting which shall decide upon such proposal. A proposal of amendment of the Constitution may also be made by mail under the rules defined in Article 10.
22.2 To be approved, any amendment of the Constitution shall require the favourable vote of two-thirds of the Corporate Members of the Association voting.
23.1 The winding-up or merger of the Association may be decided only by an extraordinary session of the General Meeting, formally summoned for this special occasion.
23.2 The decision shall be valid if approved by two-thirds of all members of the Association present and voting.
In the event of the Association being wound up, the assets remaining after discharge o f all debts shall be transferred to a body or bodies having aims similar to those of the Association.
VI. Resolution of Disputes
All disputes arising in connection with the Association, including members or organs of the Association, shall be submitted to the Courts of the Canton of Geneva, except for appeals to the Federal Tribunal.
Last revised by the 28th General Assembly, 6th September 2007.
Reformatted, 31st August 2017.
Registre du Commerce de l'Etat de Genève, Numéro d'identification des entreprises (IDE/UID) CHE-100.558.372.