loading
close
Loading.. new window reload
spcr
 
This website is AJAX compatible

Validated by HTML Validator
spcr spcr spcr
spcr ARTICLES OF ASSOCIATION, ESSWE

ARTICLES OF ASSOCIATION

The ESSWE was incorporated on 21 April 2005 in Amsterdam, the Netherlands.

Since the ESSWE was incorporated under Dutch law, the official version of the Articles of Association is in Dutch (available here).

The following English translation of the Dutch articles has no legal significance.

Name; registered office

Article 1

1.1.         The name of the Society shall be The European Society for the Study of Western Esotericism.

              Its registered office shall be in Amsterdam.

1.2.        The Society is a non-profit corporation, incorporated under Dutch law.

Objects

Article 2

2.1.         The objects of the Society shall be to promote the academic study of the various manifestations of Western Esotericism from Late Antiquity to the present, to secure the future development of this field, and to do anything that is related to the above or may be conducive to it.

2.2.         The Society shall seek to achieve its object by:

              a)       Organizing conferences and other academic meetings;

              b)       Generally promoting contacts and programs of exchange among scholars;

              c)       Promoting publications and rendering services in that connection;

              d)       Stimulating research and education;

              e)       Promoting academic debate, interdisciplinary and critical approaches, and the application of a variety of scholarly methods;

              f)        Co-operating with other scholarly associations in and beyond Europe; and

              g)       Encouraging the appreciation of the historical, cultural and intellectual significance of Western Esotericism by research institutions, scholarly policy makers, and the general public.

Congress; official language

Article 3

3.1.         The Society shall endeavour to hold a Congress every second year.

3.2.         The official language of the Society shall be English, in so far as the [Dutch] law allows this.

3.3.         The Board shall determine the place, duration, date and themes of Congresses and may determine that languages other than English may also be used at Congresses.

Membership

Article 4

4.1.         The Society shall have Full Members, Honorary Members, Student Members and Associate Members.

4.2.         Full Members of the Society may only be:

a) natural persons who are engaged in scholarly work in the field of Western Esotericism and are either affiliated with a recognized university or are deemed suitable as full members by the Board on the basis of their scholarly qualities;

b) the founders of the Society named in the deed of formation.

Honorary Members of the Society must have been Full Members of the Society for at least fifteen years and have subsequently retired from active research, or be deemed suitable as Honorary Members by the Board because of their special qualities. 

Student Members of the Society must be registered as students at a recognized university for studies in the field of Western Esotericism or in another related field. Associate Members of the Society must, in the opinion of the Board, be sufficiently involved in the study of Western Esotericism.

              Whether a university is a "recognized university" shall be determined by the Board.

4.3.         When reference is made below to a "member" or "members", this shall mean any kind of member or members, unless the opposite is evident.

Application for membership; register of members

Article 5

5.1.         Application for admission as a member must be made in writing or by e-mail to the Board. The Board shall decide on an application within two months.

5.2.         The Board shall inform an applicant in writing whether an application has been accepted or not. No appeal against the decision of the Board is possible.

5.3.         Membership shall start from the date of the notification referred to in paragraph 2 of this article.

5.4.         The Board shall keep a register listing the names, addresses, and e-mail addresses of members, indicating the type of membership. Members shall inform the Board of their addresses and of changes of address in writing or by e-mail. The register shall be available for inspection by members.

Termination of membership

Article 6

6.1.         Membership shall end:

              a.       as a result of a member's death;

              b.       by a member resigning. Resignations must be made in writing and sent to the Society’s registered address by the end of the Society’s financial year, giving at least three months’ notice. A resignation shall take effect immediately, so long as it has been communicated by registered letter, if a member cannot reasonably be expected to continue membership, or within one month of a member having been informed of a resolution converting the Society into another legal form, or on legal merger or split-off. A member may not resign with immediate effect in the event of a change in monetary rights and obligations;

              c.       as a result of notice of termination of membership given by the Society;

              d.       as a result of expulsion, as provided in paragraph 3 below.

6.2.         Notice of termination of membership shall be given by the Board and communicated by registered letter, and shall only be possible if the Society cannot reasonably be expected to allow membership to continue or because a member ceases to comply with the provisions of article 4. In this case, membership shall end at the date of the above-mentioned letter.

6.3.         The Board may expel a member if a member acts contrary to the articles, rules or resolutions of the Society, or if a member damages the Society in an unreasonable manner. In the event of such an expulsion, the member in question shall be informed of his or her expulsion as soon as possible by registered letter, with a statement of the reasons for expulsion. During a period of one month after receipt of such a letter, the person concerned may appeal to the next Meeting of Members. This appeal must be made by a registered letter directed to the Board. If the Meeting of Members resolves to undo the expulsion or has not passed a resolution on the subject within three months after the appeal, the membership of the member in question shall be considered not to have ended. During the period pending the hearing of such an appeal, the member in question shall be suspended from the Society and from any office in the Society that he or she may hold.

6.4.         In the event of termination of membership during the society’s financial year, the member in question shall still pay the subscription fee for the whole of that financial year.

Obligations of members; subscription fee

Article 7

7.1.         Members shall be obliged:

              a.       to pay an annual subscription fee. If a member joins in the first half of the Society’s financial year, the member shall pay the whole annual subscription fee; if a member joins in the second half of a financial year, the member shall pay only half the annual subscription fee;

              b.       to observe the provisions of the articles, rules and resolutions of the Society;

              c.       to supply the Board with all particulars that it considers necessary for the good performance of the tasks of the Society.

7.2.         The subscription fee shall be set by the Board for each kind of member separately and shall be confirmed by the next Meeting of Members.

7.3.         The subscription fee shall be applied in the first place to the costs of the internal administration of the Society and then to its scholarly activities, including the provision of funds towards the costs of a Congress, in so far as those costs cannot be covered out of the income of such a Congress or from other sources. Extraordinary contributions (such as subsidies, gifts and specific legacies) shall be applied in the first place to the scholarly activities of the Society. Surpluses or deficits arising from a Congress may be added to or deducted from the funds available for the administration of the Society, at the Board's discretion.

Board

Article 8

8.1.         The Society shall be governed by the Board. The number of members of the Board shall be eleven, plus the number of any book series or journals that may be published under the auspices of the Society.

8.2.         Provided that this is done with the approval of the Meeting of Members, the Board shall be empowered to resolve to enter into agreements to acquire, alienate and encumber registered property and to enter into agreements in which the Society binds itself as surety or as joint and several co-debtor, gives guarantees for a third party or binds itself as security for a debt of someone else. If such approval is lacking, the Board shall not be empowered to bind the Society in the matter of these legal acts.

8.3.         Unless otherwise determined below, officers and other members of the Board shall be appointed by the Meeting of Members. Only Full Members may be appointed as officers or Board members, save that the Secretary and Treasurer may be Associate Members. No legal person other than a natural person may be appointed as an officer or Board member. To the extent possible, those officers and Board members who are to be appointed by the Meeting of Members shall be appointed at a Congress Meeting of Members, as specified in article 15(1). Officers or Board members who have been appointed by a Meeting of Members may be suspended or dismissed by a Meeting of Members at any time. Officers or Board members not appointed by a Meeting of Members may be suspended or dismissed by the Board at any time.

8.4.         The Board shall consist of the President, the Vice President, the Secretary, the Treasurer, the Congress Supervisor, and of further Board members [to make up the number specified in paragraph 1 of this article]. The President and the Vice President shall be appointed by the Meeting of Members. A President who retires shall remain in office as a Former President for four years. The provisions in paragraph 5 [concerning period of office] shall apply. The Board shall appoint the Secretary, the Treasurer and the Congress Supervisor to office. The positions of Treasurer and Secretary may be held by the same person, but other offices may not be combined. The Board may also appoint as a Board member one editor of each book series or journal published under the auspices of the Society, provided however that the Meeting of Members has the power to appoint the majority of members of the Board.

8.5.         Unless otherwise provided by the body that has appointed them, officers and other Board members shall hold office for a period of four years. At the proposal of the Board, as a transitional measure, the Meeting of Members may determine a shorter or longer period of office for one or more Officers or Board Members, with the Board setting the period of office of each Officer and Board Member on a rotation schedule.

8.6.         Retirement from office and the Board shall take effect at the end of the Congress Meeting of Members, as provided in article 15(1), second sentence, that is held in the year of retirement or, if no Congress Meeting of Members is held in that year but will be held in the next year, at the end of the Congress Meeting of Members of that next year. If no Congress Meeting of Members is held in that next year either, the officer or Board member shall retire at the annual Meeting of Members that is held in that next year.

8.7.         Retiring officers and Board members shall be eligible for immediate re-election, but no person may hold the same office (as defined in article 8 paragraph 4) for more than two full periods without a specific resolution to that effect passed at a Meeting of Members. Interim vacancies shall be filled by the Board, so long as more than half of the members of the Board shall have been appointed by the Meeting of Members in spite of such appointments, and so long as the Vice President shall succeed the President in the event of the retirement of the President and the Board shall then appoint a new Vice President, either from among the existing members of the Board or as a new Officer. In the event of the appointment of one of the existing members of the Board as President, the Board shall appoint a new Board member.

8.8.         A person who is chosen to fill an interim vacancy shall take the place of his or her predecessor as determined by any rotation schedule established under paragraph 5 of this article. A person who is appointed because the Vice President succeeds the President shall be deemed to have been appointed in the place of the Vice President, and a Vice President who has been appointed as President shall be deemed to have been appointed in the place of the President. If the President resigns only his office of President [and does not also resign from the Board], the office of President shall be performed by the Vice President and the President shall be appointed as Vice President, unless the Meeting of Members decides otherwise.

8.9.         The duties of the officers shall be determined by the Board.

8.10.       A retiring officer shall be obliged to surrender without delay to his or her successor all materials that he or she has in his or her possession in connection with his or her office, in return for a receipt.

8.11.       During the existence of one or more vacancies, the Board shall still be considered fully constituted, subject to the provisions in article 9(4), second sentence. If an interim vacancy cannot be filled by the Board as provided in article 8(7), the Board shall be obliged to convene a Meeting of Members as soon as possible in order to fill that vacancy.

Board meetings and resolutions

Article 9

9.1.         The Board shall meet as often as the President or two other officers deem desirable. Members of the Board shall be called to Board meetings by the Secretary by a notice including the agenda, sent with at least ten days' notice, not counting the day of the call and that of the meeting. In urgent cases, at the discretion of the President, the prescribed method of calling a meeting and/or the period of notice may be varied.

9.2.         Board meetings shall be chaired by the President, and the Secretary shall keep the minutes. In the event of the absence of the President or the Secretary, the meeting shall designate one of those present to chair the meeting or to keep the minutes.

9.3.         A member of the Board may be represented by a fellow member of the Board authorized by proxy. A member of the Board may be a proxy for more than one fellow member of the Board.

9.4.         The Board shall pass resolutions by an absolute majority of the votes cast. Resolutions may only be passed if a quorum of the majority of the total number of members of the Board is present or represented [by proxy] at a meeting, save that at a Board meeting held at the time of a Congress the necessary quorum shall be the majority of members of the Board less those who have informed the Secretary in a timely manner beforehand that they will be unable to attend the meeting. If votes are tied, the President (or, in his absence, the Vice President) shall cast a deciding vote.

9.5.         The Board may also pass resolutions without a meeting, provided that this is done in writing, by fax or by e-mail, and that all members of the Board vote in favour of the resolution in question. The documents evidencing the passing of such a resolution shall be kept with the minute book. The Secretary may require that e-mail messages be confirmed by ordinary mail.

9.6.         Every member of the Board shall be entitled to cast one vote. Blank votes and invalid votes shall be deemed votes not cast.

9.7.         Minutes shall be approved by the chair and the secretary of the meeting minuted, and shall, as proof thereof, be signed by them.

9.8.         Members of the Board shall receive no remuneration for their work. They shall be reimbursed for expenses, however, at a minimum level and only if the funds are available for this.

Executive Committee; Program Committee

Article 10

10.1.       The Society shall have an Executive Committee consisting of the President, the Vice President, the Secretary and the Treasurer. If the Executive Committee would otherwise consist of less than three Full Members of the Society or if the Executive Committee would otherwise consist of an even number of members, the Board shall appoint a further member of the Board as a member of the Executive Committee.

10.2.       The task of the Executive Committee shall be to prepare the agenda for Board meetings, and to implement the resolutions of the Board. In the period between Board meetings it may exercise all the powers of the Board in connection with matters that brook no delay.

10.3.       The Society shall have a Program Committee of which the chair is the Congress Supervisor and whose members shall be appointed by the Congress Supervisor. The task of the Program Committee shall be the preparation of Congresses, both from a practical and a scholarly perspective.

10.4.       The task of the Executive Committee and the task of the Program Committee may be regulated in more detail by bye-laws.

Employees

Article 11

11.        The Board shall be empowered to appoint employees who are not members of the Society in order to assist it in its administrative and other work. The Board may grant such employees remuneration.

Representation

Article 12

12.          Subject to the provisions of article 8(2), the Society shall be represented by the Board or by two members of the Executive Committee acting together.

Retirement from the Board

Article 13

13.          In the absence of dismissal [as provided in article 8.3] by the Meeting of Members or, for an Officer appointed by the Board, by the Board, an officer or Board member shall cease to be an officer or Board Member:

a.       as a result of death;

b.       as a result of voluntary or periodical retirement;

c.       because the debt consolidation scheme for natural persons becomes applicable, he or she loses the free control of his or her capital in any other way save as a result of suspension of payments granted to him or her, or because he or she is placed under a guardian;

d.       because a person who has been appointed from among the members of the Society ceases to be a member of the Society;

e.       because a person who has been appointed as the editor of a book serried or journal that is published under the auspices of the Society ceases to be the editor of that book series or journal.

Nominations

Article 14

14.1.       When an officer or Board member is to be appointed by the Meeting of Members, the Board shall if possible nominate two persons as candidates for that appointment. The names of the nominees shall be stated in the convening notice for the Meeting of Members in question. When nominating candidates, the Board shall take into account a balanced composition according to sex, scholarly speciality and country of origin inside Europe.

14.2.              Full Members may also nominate one or more candidates for appointment as officers or Board members, provided that an appropriate notification is signed by at least four Full Members entitled to vote, and accompanied by the statement of the candidate that he or she will accept appointment, and that this has been placed in the hands of the President at least three days before the date of the Meeting of Members.

Meeting of Members

Article 15

15.1.       A Meeting of Members shall be held at least once a year within six months of the end of the Society’s financial year. The place of the Meeting of Members shall be determined by the Board, subject to the provisions at the end of this paragraph. This annual Meeting of Members shall when possible be held at the time of a Congress (called a Congress Meeting of Members). Furthermore, a Meeting of Members shall also be called when the President or two other officers consider this desirable, or when this is requested of the Board in writing (along with a statement of the subjects to be discussed) by at least such a number of members as are empowered to cast one tenth of the votes that all the members entitled to vote jointly possess. If a Meeting of Members is not then called at four weeks' notice or less, in accordance with paragraph 2 [3] of this article, within one month after submission of such a request, any person making the request shall be empowered, subject to the provisions of these articles, to call a Meeting of Members in a place to be determined by him or her.

15.2.       All the members of the Society shall be entitled to attend the Meeting of Members and to speak at it. Only Board Members, Full Members and Honorary Members shall have the right to vote.

15.3.              The call for a Meeting of Members shall be made by the Secretary by letters or e-mails directed to the addresses of members as listed in the register referred to in article 4(4), with at least fourteen days’ notice, not counting the day of the call and that of the meeting, save as provided in article 19(3). The agenda for the Meeting shall be stated in the convening notice. The Meeting of Members may not pass resolutions on subjects that have not been stated in the agenda contained in the convening notice unless this is done unanimously at a meeting at which all the members entitled to vote are present or represented.

Conduct of a Meeting of Members

Article 16

16.1.       Unless otherwise provided in these articles, resolutions shall be passed by an absolute majority of the votes cast. Blank or invalid votes shall be considered votes not cast. Every Full Member, provided that he or she has not been suspended, and every Honorary Member shall be entitled to cast one vote. The President shall determine the method of voting, but votes on appointment, suspension or dismissal of persons shall be taken by secret unsigned ballot papers if at least one of the persons present and entitled to vote so desires.

16.2.       If no candidate in a vote for an appointment receives an absolute majority in the first vote, a new free vote shall be taken. If no candidate still receives an absolute majority, a further vote shall be taken between the two candidates who received the most votes in the second free vote. If it appears that in the event of the application of the preceding sentence more than two candidates would be included in the further vote, an interim vote shall be taken between the candidate who received the second highest number of votes in the second free vote and the candidate who received the next highest number of votes. If an interim vote or a further vote does not lead to a decision because the votes cast are tied, the Board shall cast a deciding vote.

16.3.       If votes are tied on a proposal than an appointment, the proposal in question shall be brought before the next Meeting of Members. If the votes are also tied at that Meeting of Members, no resolution shall be passed.

16.4.       A Full Member may be represented at a meeting by another Full Member authorized by proxy. A member may represent a maximum of five other members.

16.5.       A Meeting of Members shall be chaired by the President or the Vice President. In the absence of both the President and the Vice President, the meeting shall choose its own chair. The Secretary of the Board (or, if he or she is chosen to chair the meeting or is not present, another member designated by the chair of the meeting) shall keep the minutes. The chair and the secretary of any meeting that has been called by members in pursuance of article 15(1), last sentence, shall be appointed by the Meeting of Members. The minutes shall be approved and signed by the chair and the secretary of the meeting in question, or approved by the following Meeting of Members; in the latter case they shall be signed by the chair and the secretary of that following meeting as proof of approval. The minutes shall be kept in the minute-book of the Meeting of Members.

16.6.              The chair of a Meeting of Members shall be empowered to admit non-members to the meeting or to parts thereof to be determined by him or her.

Financial year; balance sheet and statement of income and expenditure

Article 17

17.1.       The Society’s financial year shall run from the first day of April through to the thirty-first day of March.

17.2.       The Board shall keep records of the capital position of the Society and of everything concerning the work of the Society in accordance with applicable standards, and shall store the books, documents and other data carriers in such a manner that the rights and obligations of the Society may be known at any time.

17.3.       The Board shall issue an annual report about the course of the business of the Society and policies determined at the annual Meeting of Members within six months after the end of the Society’s financial year, subject to extension of this period by a Meeting of Members. The Board shall submit a balance sheet and a statement of income and expenditure with notes to the Meeting of Members for approval. These documents shall be signed by all the members of the Board; if the signature of one or more of them is lacking, this shall be stated and the reasons for this shall be given. The agenda of a Meeting of Members at which the approval of a balance sheet and a statement of income and expenditure is proposed shall also contain a discharge from liability of the members of the Board for their management during the preceding financial year.

17.4.       The Meeting of Members may instruct an accountant as referred to in section 2:393(1) of the Civil Code to audit the documents referred to in paragraph 3 in accordance with section 2:393(3) of the Civil Code. The instructions given to the accountant may always be withdrawn by the Meeting of Members. The accountant shall report on his audit to the Board and shall report the outcome of his audit in an opinion. If the instructions referred to above are not given to an accountant, the Meeting of Members shall annually appoint a committee of not less than two members who may not be members of the Board. The committee shall audit the documents referred to in paragraph 3 and shall report to the annual Meeting of Members. If this audit requires special knowledge, the committee may be assisted at the expense of the Society by one or more experts.

17.5.       The Board shall be obliged to keep the books, documents and other data carriers referred to in the paragraphs 2, 3 and 4 for a period of seven years.

Bye-laws

Article 18

18.          Further rules concerning subjects for which the articles permit or prescribe further arrangements, or for which the Board believes that further arrangements are necessary, may be made as bye-laws, which shall be adopted and amended by the Meeting of Members at the proposal of the Board. However, the first bye-laws may be adopted by the Board alone. Any provision in the bye-laws that conflicts with these articles shall be void.

Special resolutions

Article 19

19.1.       Any resolution of the Board to prepare a proposal on legal merger or split-off shall require the prior approval of a Meeting of Members.

19.2.       A resolution on:

              a.       amendment of the articles;

              b.       legal merger or split-off;

              d.       dissolution of the Society,

              if made by the Board or supported by the Board, may only be passed by a Meeting of Members by a majority of at least two thirds of the votes cast. If the proposal is not made by the Board or supported by the Board, it may only be passed by the Meeting of Members if at two successive meetings, which are at least two months apart, at least two thirds of the Full Members and Honorary Members that the Society has vote in favour of the proposal.

19.3.       A call to a Meeting of Members at which a proposal to pass a resolution referred to in paragraph 2 is proposed must be made at least four weeks before the day of that meeting.

19.4.       The persons who call a meeting to discuss a proposal to amend the articles must make available a copy of that proposal in which the proposed amendment is included verbatim for inspection by the members in a place appropriate for that purpose from at least five days before the day of the meeting until the day after the meeting and at the request of any member a copy must be sent free of charge. If a member so desires, this shall be sent by e-mail. The above provision of these articles shall be stated in the convening notice for the meeting in question.

19.5.       Amendments of the articles shall not take effect before a notarial deed of them has been prepared; any member of the Board shall be empowered to have the relevant deed executed.

Dissolution of the Society

Article 20

20.1.       The Society shall be dissolved:

              a.       by a special resolution of the Meeting of Members passed in accordance with article 19;

              b.       after having been wound up either by the conclusion of the winding-up owing to the position of the estate or by insolvency;

              c.       by a court in the cases that the law provides;

              d.       owing to the complete lack of any members.

20.2.       The persons who at the time of dissolution in pursuance of the provisions under (a) of paragraph 1 are members of the Board shall be charged with liquidation, unless otherwise provided by the resolution on dissolution.

20.3.       If the Society is dissolved owing to the complete lack of any members, liquidators shall be appointed by the District Court at the request of interested parties or on demand of the Public Prosecutor's office.

20.4.       The Meeting of Members shall resolve on the appropriation of any credit balance.

20.5.              The books and documents of the Society shall remain in the keeping of the person who has been designated for this purpose by the liquidators for seven years after the end of the liquidation.

spcr
spcr spcr bg-rb
spcr