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1. Name and objects
1.1. The name of the Association (the Society) shall be The European Society for the Study of Western Esotericism. Its registered office shall be in the municipality of Amsterdam, the Netherlands.
1.2. The Society is a non-profit corporation, incorporated under Dutch law.
1.3. The objects of the Society shall be to promote the academic study of Western Esotericism and to do anything that is related to this or may be conducive to it.
2.1 In addition to this constitution, rules concerning subjects for which the Board believes that further arrangements are necessary may be made as byelaws, which shall be adopted and amended by the General Meeting of Members at the proposal of the Board.
3.1 Members of the Society may only be 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.
3.2 The Board shall appoint a Membership Committee to decide on the admission of new members.
3.2.1 When an applicant for membership does not accept the decision of the Membership Committee, that applicant may appeal to the Board, and if the Board refuses to admit that applicant, the General Meeting of Members may still decide to admit the person in question as a member.
3.3 The obligations of the Members towards the Society shall be set out by the Board in the byelaws.
3.4 Membership of the Society is personal.
3.5 Membership shall end:
3.5.1 Upon a Member's death or resignation, or if a member fails to comply with the obligations of membership as set forth in the constitution to continue the membership.
3.5.2 If a Member ceases to satisfy the conditions of membership.
3.5.3 Upon notice of termination of membership by the Member.
3.5.4 By expulsion by the Society, if a member acts contrary to the constitution, byelaws or resolutions of the Society, or if a member damages the Society in an unreasonable manner. In the event of such an expulsion, the removed member is given notice of his removal as soon as possible; the notice of the Board must be in writing, mentioning the grounds for the removal. Within one month after the removed member has received the notification, he may lodge an appeal with the Secretary to be placed before the next General Meeting of Members, unless the decision to remove him as member was taken by the General Meeting of Members. During the period for appeal and pending an appeal the removed member is suspended.
4. General Meeting of Members
4.1 The General Meeting of Members shall be convened by a notice sent to all members by letter or electronic means of communication directed to the addresses of members as listed in the register at least one month prior to the date of the meeting, not counting the day of the call and that of the meeting.
4.2 The Board shall convene a General Meeting of Members as often as it regards that this is appropriate, but at least once every year, or when a number of Members who are entitled to cast at least one tenth of votes at the General Meeting of Members request the Board to convene a General Meeting of Members. The Board is obliged to convene such a General Meeting of Members within four weeks after the request was lodged.
4.3 The President and Secretary of the Board shall operate as Chairman and Secretary of the General Meeting of Members. The Secretary of the Board shall keep the minutes. In the absence of the President, the Vice-President of the Board shall chair the meeting. In the absence of the Vice President as well as the President, or of the Secretary, the General Meeting of Members may appoint substitutes.
4.4 Participation and voting:
4.4.1 All members may attend the General Meeting of Members and are entitled to speak at it. With respect to the election of a board member, each member may cast one vote. A suspended member may attend the meeting where the resolution to suspend him is considered and is entitled to speak at this meeting on his or her behalf.
4.4.2 The chair of the General Meeting of Members may admit non-members to the meeting or to parts thereof to be determined by him or her.
4.4.3 The Board shall determine the method of voting, but a person who is entitled to vote at the General Meeting of Members may grant a written proxy to vote on his behalf to another person entitled to vote. The requirement that the proxy must be granted in writing is fulfilled as well when the proxy is recorded electronically.
5.1 The Board shall consist of at least three board members. If and as long as the number of board members is less than three, the remaining board members, or the only remaining board member will nevertheless constitute a legally valid board. Once the number of board members amounts less than three members, the General Meeting of Members will appoint as soon as possible new board members in order to have at least three board members.
5.2. The board members of the Society shall be elected from among the Members by the General Meeting of Members for terms specified at the time of their election and may be dismissed or suspended by the General Meeting of Members.
5.3. Interim vacancies on the Board shall be filled by the Board, so long as more than half of the members of the Board shall have been appointed by the General Meeting of Members in spite of such appointments. When a member of the Board is appointed in this way, the members of the Society must be given the opportunity to nominate candidates, provided that this right only belongs jointly to one fifth of the members allowed to participate in an election. Candidates who have been nominated in this way will be appointed only if two thirds of the number of the votes cast have been cast in their favour.
5.4. When a Board member is to be elected by the General Meeting of Members, the Board shall nominate persons as candidates for that appointment.
5.4.1. Members with voting rights may also nominate one or more candidates for appointment as Board members, provided that an appropriate notification is signed by at least four members entitled to vote, and accompanied by the statement of the candidate that he or she will accept appointment, and that all this has been transmitted to the Secretary at least two weeks before the date of the General Meeting of Members.
5.4.2 The Board may appoint officers with general or limited power to represent the Society. Each officer shall represent the Society, subject to the restrictions imposed on him. The Board shall determine each board officer’s title, functions, and term of office.
5.5. A member of the Board may be suspended or removed by the General Meeting of Members at any time. Any suspension may be extended one or more times, but may not last longer than three months in the aggregate. If, at the end of that period, no decision has been taken on termination of the suspension or on removal, the suspension shall end.
5.6. The Board shall appoint from among its midst the secretary and treasurer. The President (chairman) and Vice President (deputy chairman) shall be elected from among the members of the Board by the General Meeting of Members for terms specified at the time of their election.
5.7. The Board represents the Society. The Society can also be represented by two members of the Board, acting jointly.
5.8. 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.
5.9. The Board is entitled to resolve to conclude contracts, to buy, alienate or encumber "registergoederen" (exempli gratia goods for the transfer of which the entry in a public register is required) as well as to conclude contracts by which the Society commits itself as surety or as several co‑debtor, guarantees for a third party or commits itself for the liabilities of a third party.
6. Executive Committee
6.1. 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 persons or if the Executive Committee would otherwise consist of an even number of persons, the Board shall appoint a further member of the Board as a member of the Executive Committee. The members of the Executive Committee will be appointed by the Board.
6.2. 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.
7.1. The Society’s financial year shall be calendar year.
7.2. Within six months after the end of the financial year, except when this period has been extended by the General Meeting of Members, the Board shall:
7.2.1. Issue an annual report about the course of the business of the Society and policies determined at the General Meeting of Members.
7.2.2. Submit a balance sheet and a statement of income and expenditure with notes for approval to the General Meeting of Members. 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.
7.3. The agenda of a General 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.
8. Amendment of the constitution
8.1. The constitution of the Society can be amended by a resolution of the General Meeting of Members, convened by notice in which it is mentioned that an amendment of the constitution will be proposed at this meeting. A copy of that proposal must be made available in order to enable the members of the Society to inspect it properly, and must contain the precise wording of the proposed amendment. A copy of the proposal must be deposited for inspection at least five days prior to the meeting at a location suitable for this purpose, and it must remain at that location until the end of day on which the meeting is held.
A resolution to amend the constitution requires a majority of two thirds of the votes cast at the General Meeting of Members.
8.2. An amendment of the constitution shall only take effect after a notarial deed has been drawn up of the amendment. The board members are obliged to deposit a certified copy of the amendment and of the amended constitution at the office of the Chamber of Commerce.
9.1. The Society may be dissolved only at the recommendation of the Board and by a resolution of the General Meeting of Members passed by a majority of at least two thirds of the votes cast.
9.2. In case of a dissolution the surplus funds of the Society shall be given to an association with similar or comparable objectives as determined by the Board.