CONSTITUTION OF THE EUROPEAN ASSOCIATION FOR COMPUTER SCIENCE LOGIC I. NAME, HEADQUARTERS LOCATION, AND PURPOSE OF THE ASSOCIATION 1. NAME, HEADQUARTERS The European Association for Computer Science Logic, hereafter called the Association, is a registered society ("e.V." under German Law) with headquarters in Heidelberg. 2. PURPOSE The Association pursues exclusively and directly purposes in the public interest with the goals of promoting science in the area of logic and computer science, in particular their common scientific concerns and the connections between science and applications in this area. In particular the Association promotes international cooperation in this area of science. For this purpose it usually sponsors an annual international scientific meeting, Computer Science Logic. The Association is a voluntary, non-profit making organization; it does not pursue primarily its own economical goals. Association funds are only to be used for purposes as laid down in the constitution. Members obtain no income out of the Association funds. No-one may benefit from expenses which do not concur with the purposes of the Association nor from unjustifiably high remuneration. The Association can also pursue its goals through indirect activities as long as these do not legally conflict with its tax-exempt status. One permissible indirect pursuit of the Association's goals could be that the Association acquires donations and gives them to other scientific institutions (e.g. universities) for their tax-exempt purposes. The Association will not engage in scientific business activities. II. MEMBERSHIP AND DUES 3. MEMBERSHIP Ordinary membership in the Association is open to individuals, legal entities and other societies that are prepared to support the goals of the Association. Acceptance of members is decided by the Board which has the right to reject membership applications without giving reasons. Membership expires at the member's death or resignation. 4. DUES. Members pay dues in an amount set by the Membership Meeting. Annual dues are to be paid in the first two months of the fiscal year. 5. FISCAL YEAR The fiscal year runs from January 1 to December 31. III. ADMINISTRATION OF THE ASSOCIATION 6. Administrative bodies of the Association are: a) the Board b) the Membership Meeting c) the Scientific Council 7.BOARD The Board of the Association consists of the President, the Vice-President and at least 7 but not more than 10 other members [modified on Sept 2007]. The President, the Vice-President, the Treasurer and the other members of the Board are elected by the Membership Meeting for a term of 5 years, but the term continues until the election of a new Board. The by-law will determine the exact procedure by which the election of all members of the board will be distributed over the 5-year period. Reelection is possible. The Board elects the Secretary and the Conference Chair from among its members. Each of the President, the Vice-President and the Treasurer is authorized to act independently of each other in the name of the Association, and they constitute the Restricted Board ("engerer Vorstand" in the sense of #26 of German Law). 8. RIGHTS AND DUTIES OF THE BOARD The Board shall carry out the decisions of the Membership Meeting and shall administer the Association's funds. The Board makes its decisions by simple majority. In case of a tie the President decides. The Board can promulgate by-laws. Within 6 months after the end of each fiscal year the Board shall prepare a financial report and have it certified by two accountants. The report and certification shall be presented to the Membership Meeting. 9.ADMINISTRATION The Secretary shall conduct the day-to-day business of the Association in accordance with the Board's instructions and shall be responsible to the Board. 10.ORDINARY AND SPECIAL MEMBERSHIP MEETING There shall be at least one Membership Meeting each year, usually in connection with the international scientific meeting Computer Science Logic. Additional meetings may be held if necessary and must be held when requested in writing by at least 1/5 of the members. The meetings shall be announced and an agenda be distributed by the President or the Vice-President to the members in writing or electronically. The announcements shall be sent long enough (at least 4 weeks) before the meeting. The President, or in his absence the Vice-President, chairs the Membership Meeting. 11. DUTIES OF THE MEMBERSHIP MEETING The Membership Meeting shall: a) receive the annual report on the previous fiscal year and the accountants' report b) decide on acceptance of the fiscal report and release the Board from future liability for the decisions in the report c) choose the accountants c) elect the President, the Vice-president, the Treasurer and the other members of theBoard e) recommend to the Board candidates for the Scientific Council f) decide on constitutional amendments g) Only the Membership Meeting has the authority to dissolve the Association. Minutes of the Membership Meeting shall be kept and shall be signed by its presiding officer. 12. VOTING In the Membership Meeting each member has only one vote, and decisions are made by a simple majority of those present. In case of a tie, a motion is defeated and an election is decided by lot. Constitutional amendments require a 3/4 majority of those present. If fewer than half of the members eligible to vote are present, and if at least 1/3 of the eligible voters present request it, then a written vote among all eligible members must be taken. In this case an amendment needs a 3/4 majority of the written votes. Dissolving the Association requires a 3/4 majority of all the members eligible to vote. 13. SCIENTIFIC COUNCIL Members of the Scientific Council are appointed for 5-year terms by the Board, usually from the list of candidates chosen by the Membership Meeting. The composition of the Scientific Council should also take into account the representation of European nations among the membership. The Scientific Council advises the Board on scientific matters. In particular the Board must receive advice from the members of the Scientific Council in all scientific matters concerning the international annual scientific meeting Computer Science Logic. IV. DISSOLVING THE ASSOCIATION If the Association is dissolved its assets will be given to scientific institutions (e.g. a university).