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The following Constitution was decided during the establishment conference of the ESEMP on November 6th 2004 in Hagen (Germany). The Constitution is also available for download in German language as well as in English: (You need the Adobe® Reader® to read the PDF-documents.) *** § 1 Name and registered office The European Society for Early Modern Philosophy / Europäische Gesellschaft für frühneuzeitliche Philosophie (ESEMP) is a registered society and after entry in the register of societies held by the Amtsgericht (District Court) Hagen shall attach the supplement "e.V." ("registered society") to its name. Its registered office is in Hagen. § 2 Objective (1) The ESEMP is an independent European forum whose objective is to explore early modern European philosophy in the entire context of its national and regional traditions and to advance studies of this epoch in a European context. For this purpose it attempts to unite the impulses of European research. (2) The following work, among others, serves this objective of advancing research: promoting networks of existing research cooperation by providing suitable ranges of information (e.g. databases, lists of relevant doctorate projects), organising international conferences, supporting younger scholars, encouraging and, where necessary, assisting members financially, in their academic research and publications on early modern philosophical texts. § 3 Non-profit making character ESEMP pursues exclusively and directly non-profit-making objectives in the scope of the work as stated in §2. The Society's funds may only be used for the objective pursuant to the Constitution. The members shall not receive any share of the profits or, in their capacity as members, any other payments from the Society's funds. No one may receive benefits through administrative work that is foreign to the Society's objective, or through inappropriately high compensation. § 4 (1) The ESEMP is funded through membership fees, grants for its work from public funds and voluntary donations and contributions. (2) Members shall pay a regular annual membership fee whose amount is fixed by the general meeting. § 5 The business year coincides with the calendar year. § 6 (1) Membership of the Society is open to individuals and legal entities who apply in writing for membership to the managing committee. The managing committee shall confirm the acceptance of the application in writing. (2) The managing committee may reject an application for membership, in particular if it is suspected that one of the facts referred to in §7(3) obtains. Rejections must be substantiated. An appeal against a rejection may be submitted within a time limit of eight weeks; the next general meeting shall decide on the appeal. (3) The ESEMP may nominate scholars as honorary members. The nomination shall take effect following a unanimous resolution of the managing committee. § 7 (1) Membership shall terminate on the death, voluntary resignation or exclusion of a member. (2) Voluntary resignation from the Society shall be declared in writing to the managing committee no later than 1 November each year; otherwise the membership shall be deemed to continue in force for the following year. The annual membership fee must be paid for this year. (3) The managing committee may with immediate effect expel any member who acts contrary to the interests of the ESEMP, jeopardises the Society's reputation or fails to pay the membership fee in spite of warnings; reasons must be given for the expulsion. An appeal may be submitted against the expulsion within eight weeks; §6(2) shall apply analogously. § 8 (1) The ESEMP's executive bodies are: 1. the general meeting, 2. the managing committee. (2) The general meeting may adopt a resolution to establish an advisory council which shall consist of representatives of the nations and research traditions represented in the ESEMP. The general meeting shall rule on the details (in particular the function of any advisory council), whereby the resolution shall require the same majority as for a resolution to amend the Constitution. § 9 (1) The general meeting shall consist of all members of the ESEMP who are present. (2) A general meeting shall be held no later than the third year following the previous general meeting. (3) The managing committee shall also convene a general meeting if 1/3 of all members apply in writing for a meeting to be convened and specifying the agenda. The appropriate general meeting shall be held no later then six months following receipt of the application. (4) A general meeting shall be convened upon a resolution by the managing committee with notice of not less than four weeks. The general meeting shall be duly convened if after a resolution of the managing committee the notice of the meeting and the agenda are sent to the members by letter or e-mail. (5) Amendments to the agenda for the general meeting shall require a simple majority at the meeting. (6) The duties of the general meeting shall include: Accepting the activity report and the treasurer's report Ratifying the acts of the managing committee Electing members of the managing committee Electing the auditors Setting the membership fees Amending the Constitution Dissolving the Society Amendments to the Constitution by the general meeting may be annulled by a simple majority of written declarations of all members of the Society. These declarations must be received by the managing committee within one month (postmark) of the minutes of the meeting concerned being sent to the members. The managing committee shall inform all members promptly of annulments brought about in this way. (7) The general meeting shall adopt resolutions by means of a simple majority in all matters not falling under (6f) or (6g). Amendments to the Constitution and the dissolution of the Society shall require a 2/3 majority. (8) Every member shall have the right to propose candidates. Each member of the managing committee shall be elected separately. The candidate who receives most votes shall be deemed to be elected. (9) The President of the Society shall chair the general meeting or, in his absence, one of the Vice-Presidents. If the latter are also absent, the meeting shall elect a chair from among those present. (10) Minutes shall be taken of the general meeting. The chair and the keeper of the minutes shall sign the minutes. The minutes shall be sent to the members within an appropriate period of time. (11) The managing committee may establish committees with special duties, including at the suggestion of the general meeting. Non-members may be elected to serve on these committees. The chair of such a committee must remain a member throughout the committee's complete period of activity. The managing committee or, on its behalf, the chair of the respective committee shall report to the general meeting on the committee's work. (12) Voting at the general meeting shall be by secret ballot if one of the members present moves this. § 10 (1) The managing committee for the purposes of the German statutes governing registered societies consists of the following persons: the President six Vice-Presidents the Treasurer the Secretary, who is proposed by the President and elected by the general meeting. (2) The President and the Secretary shall have sole rights of representation for the Society; any two members of the managing committee acting jointly may represent the Society. (3) The general meeting shall elect the managing committee for a period of office of three years. The committee shall remain in office until a new committee is elected. (4) The President may be re-elected once only. Re-election is possible in other cases. (5) The President, or a Vice-President designated by the President, shall chair the meetings of the managing committee. (6) The managing committee shall have a quorum if not less than five members of the managing committee are present. It shall adopt resolutions with a simple majority (i.e. more than half of the valid votes cast by members present who are entitled to vote). In the event of a tie an application shall be deemed to be rejected. Voting in the managing committee shall be by means of a secret ballot if a member of the managing committee moves this. Resolutions of the managing committee may also be pronounced in writing, via e-mail or by telephone. (7) The managing committee may implement on its own authority amendments to the Constitution that are required for formal reasons by supervisory authorities, courts or fiscal authorities. These amendments must be communicated to the members without delay. (8) The managing committee shall have the right to co-opt additional (non-voting) members. § 11 The general meeting shall elect two auditors for a term of three years. These must not be members of the managing committee (or, where applicable, of the Academic Advisory Board). They shall inspect the financial management, submit a report to the general meeting on their observations and, where applicable, submit a motion for the ratification of the acts of the managing committee. § 12 (1) The dissolution of the ESEMP can only be resolved at a general meeting pursuant to the provisions of §9 if a motion for dissolution is submitted in writing by 2/3 of the Society's members and if this motion was communicated to the managing committee not later than two months before the general meeting. (2) In the event that the ESEMP is dissolved, the President and a Vice-President shall wind up the current business as liquidators. (3) On the dissolution of the ESEMP, or in the event that tax-privileged objectives are no longer pursued, the Society's assets shall accrue to the Deutsche Forschungsgemeinschaft (DSG) to be used directly and exclusively for the purpose of promoting science and research. *** |
