By-laws

EUROGI BYLAWS

As amended and approved by the General Board on November 28Th, 2015

CONTENTS

CHAPTER 1 GENERAL ITEMS
CHAPTER 2 ELECTIONS

I Election of President
II Election of Members of the Executive Committee
III Election of Vice President
IV Election of Treasurer
V Appointment of Members of Sub-committees

CHAPTER 3 TASKS AND COMPETENCIES

I President
II Vice President
III Secretary General and secretariat
IV Treasurer

CHAPTER 4 MEETINGS

I General Board
II Executive Committee
III Sub-committees

CHAPTER 5 VOTING PROCEDURES

I Voting Procedures within the General Board and Executive Committee
II E-mail procedures

CHAPTER 6 FINANCIAL MATTERS

I The Budget
II Membership Fees
III Other Financial Business

CHAPTER 7 PUBLICATIONS
CHAPTER 8 MEMBERSHIP CRITERIA
CHAPTER 9 CONCLUSION

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CHAPTER 1 GENERAL ITEMS
  1. These bylaws refer to:
    1. EUROGI – as the European Umbrella Organisation for Geographic Information
    2. The Foundation – the Foundation with the name of EUROGI
    3. The Statutes – the Statutes concerning the foundation of EUROGI, founded and registered at Amersfoort in The Netherlands.
    4. The General Board – the representatives of the affiliated organisations that are members of EUROGI, as mentioned in article 6 of the Statutes.
    5. The Executive Committee – the body appointed from within the A-members, B-members and C-members as mentioned in article 8 of the Statutes.
    6. Sub-committee/ – a structure initiated by the General Board or by the Executive Committee.
    7. President – the president of EUROGI, as mentioned in article 6, paragraph 4 of the Statutes.
    8. Secretary General – a person appointed by the Executive Committee, as mentioned in article 8, paragraph 5 of the Statutes.
    9. The Secretariat – the EUROGI-office consisting of the Secretary General and any other personnel as support staff by EUROGI.
    10. The Treasurer – the member of the Executive Committee responsible for the finances of the Foundation.
  2. These bylaws are subordinate to the Statutes. If any article of these bylaws contradicts any of the articles of the Statutes or of the Dutch civil code, the Statutes and the Dutch civil code take precedence.
  3. The General Board can only alter the bylaws by a vote of at least 2/3-weighted majority at a General Board meeting. Prior to this meeting, the secretary-general will circulate details of the proposed alteration in writing to all members of the Board.
  4. Any alteration of these bylaws will be effective immediately after the decision regarding the alteration has been made, unless otherwise stated.

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CHAPTER 2 ELECTIONS
I Election of President
  1. The election for the President of EUROGI will take place by secret ballot.
  2. The President of EUROGI will normally be elected for a period of two years. This period may exceptionally be extended by up to six months if the timetable of General Board meetings makes this convenient. Any extension will require the approval of the General Board through a postal or email vote.
  3. A President is allowed to serve two consecutive 2-year terms as President of EUROGI under the condition that the election for each term is separate.
  4. Any A-member of the General Board can propose a candidate for the position of President of EUROGI, as long as permission of the candidate is obtained and is seconded by at least two other General Board A-members. This must be done 5 (five) weeks prior to the General Board meeting where this election takes place. The application must be done in writing to the Secretary General of EUROGI.
  5. The Secretary General will formally announce the candidates for the Presidency to all General Board members at least 3 (three) weeks before the General Board meeting where the election will take place.
  6. If and when the President withdraws from this position during his term, the Vice President becomes the acting President until the next General Board meeting when the new President will be elected.
II Election of Members of the Executive Committee
  1. The Executive Committee will consist of the President and a maximum of eight (8) other members, of which, further to the scheme of art. 85 A:
  • Four (4) are appointed out of the delegates of that pay an A1 fee further to a binding nomination by the A delegates. If no delegate from A1 is available the appointment will take place from the delegates that pay an A2 fee further to a binding nomination by the A delegates.
  • One (1) is appointed out of the delegates that pay a B1 fee further to a binding nomination by the B delegates. If no delegate paying a B1 fee is available the appointment will take place from the delegates that pay a B2 and B3 fee further to a binding nomination by the B delegates.
  • One (1) is appointed out of the delegates of the delegates of C1 members further to a binding nomination by the C delegates. If no delegate paying a C1 fee is available the appointment will take place from the delegates that pay a C2 and C3 fee further to a binding nomination by the C delegates.
  • Two (2) are elected out of all delegates of the General Board
  • If a category does not propose a binding nomination out of that category, all members will appoint a person out of the candidates of that category
  • If and when there are no candidates for a seat in a category, the seat is available for all categories; election in this case will take place by all delegates
  1. Article deleted and not in force.
  2. Members of the Executive Committee will normally be elected for a period of three years unless specifically determined otherwise at the General Board meeting where the election takes place. Exceptionally this period may be extended by up to six months if the timetable of the General Board meetings makes this convenient. Each Executive Committee member can be re-elected immediately for another term.
  3. Nominations must be done 5 (five) weeks prior to the Board meeting where this election takes place. The application must be done in writing or email to the President or the Secretary General of EUROGI.
  4. The President of EUROGI will formally announce the candidates for the Executive Committee to all General Board members 3 (three) weeks prior to the Board meeting where this election will take place.
  5. In the event a person leaves the Executive Committee in the interim, the organisation that proposed the person as a member for the Executive Committee may appoint another person ad interim until latest the next General Board meeting. At that General Board meeting a new election for the seat will take place.
    16A. In the event one of the situations of article 6-5 or 6-6 sub c, d or e of the Statutes takes place and the person is a member of the Executive Committee, and the person does not leave his or her seat in the Executive Committee, the General Board has the authority to dismiss that person from the Executive Committee.
III Election of Vice President
  1. The Executive Committee will elect the Vice President from within the membership of the Executive Committee.
  2. If there are two or more candidates the election of the Vice President will take place by secret ballot.
  3. The Vice President will be elected for the first term of two years by the Executive Committee during a 1st meeting of the newly appointed Executive Committee. After the first term of two years the Vice President can be re-elected for another two terms. If and when the Vice President withdraws from this position during his or her term, the Executive Committee will elect a replacement within one month after the Vice President has announced her or his withdrawal in writing.
IV Election of Treasurer
  1. The Executive Committee will elect the Treasurer from within the membership of the Executive Committee.
  2. If there are two or more candidates the election for the Treasurer of EUROGI will take place by secret ballot.
  3. The Treasurer will be elected for the first term of two years by the Executive Committee during a 1st meeting of the newly appointed Executive Committee. After the first term of two years the Treasurer can be re-elected for another two terms.
  4. If and when the Treasurer withdraws from this position during his term, the Executive Committee will elect a replacement within one month after the Treasurer has announced her or his withdrawal in writing.
V Appointment of Members of Sub-committees
  1. The General Board or the Executive Committee can initiate a Sub-committee.
  2. A Sub-committee may have different titles like ‘working-group’, ‘task-force’, ‘portfolio’.
  3. Prior to appointing the chairperson and other members of the Sub-committee the Executive Committee will determine the terms of reference, in which the goals, tasks, responsibilities, competencies, size and duration of the Sub-committee are set out.
  4. Each sub-committee will report on a regular basis to the Executive Committee.
  5. All organisations of EUROGI may put forward volunteers for a position in a Sub-committee.

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CHAPTER 3 TASKS AND COMPETENCIES
I President
  1. The President has the same voting rights as the other members of the Executive Committee and is responsible for ensuring that all the following tasks are performed:
    • Performance of all general managerial tasks of EUROGI
    • Chairing the meetings of the Executive Committee and the meetings of the General Board
    • Representing EUROGI in public
    • Representing EUROGI to third parties
II Vice President
  1. The role of the Vice President will be to act as deputy to the President, to chair meetings in her or his absence and to assume the role of President in such an emergency as retirement or illness of the President.
III Secretary General and secretariat
  1. The Secretary General is responsible for ensuring that all the following tasks are performed:
    1. The co-ordination of all executive tasks of EUROGI delegated to her or him by the General Board, the President and or the Executive Committee, preparing the meetings of the General Board and the Executive Committee and all managerial tasks concerning the secretariat
    2. Dealing with the administration concerning correspondence and publications of EUROGI etc.
    3. Performing all representative tasks of EUROGI delegated to her or him by the President
    4. Dealing with the financial administrative matters of EUROGI
    5. The production an annual report concerning the main activities of EUROGI of the previous year
    6. The production of the draft financial account of the previous year
    7. Representing the Secretariat at General Board and Executive Committee meetings.

31.a       The Secretariat may consist of a Secretary General and other personnel. The other personnel may be internal or external and may have different titles like Assistant Secretary General, external officer  or otherwise.
31.b  The Secretary General manages the secretariat on a day to day basis
31.c  All other personnel will be appointed by the Executive Committee on the basis of a proposal by the President and the Secretary General and on the basis of an approved description of tasks and responsibilities.
31.d  Personnel may be paid for their efforts and/or reimbursed for their travel and subsistence expenses within the budget that is approved by the General Board and regulations approved by Excom, when available.

IV Treasurer
  1. The Treasurer is responsible for the following tasks:
    1. The management of the financial resources of EUROGI
    2. The construction of a draft-budget for the coming year
    3. The control of all income and expenditure of EUROGI
V Management Board

32A. The President, the Treasurer and the Vice-President, assisted by the Secretary General may have regular consultations in a Management Board and give account of their activities to the Executive Committee in at least every of their meetings. The Executive Committee will define the tasks of the Management Board in a separate document.

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CHAPTER 4 MEETINGS
I General Board
  1. The General Board will meet at least once a year.
  2. The President will determine the date and place of this meeting or these meetings. The members shall be notified at least three months before the scheduled meeting.
  3. The President or exceptionally the Vice President will chair the meeting. If none of them is available the President will appoint a person for that meeting.
  4. All preparations for the meeting will be made by the Secretariat.
  5. The General Board at least once a year should decide on the following items:
  • Financial report previous year
  • Annual report previous year
  • Budget proposals following year
  • The work-plan for the next year
  1. Every member of the General Board may put forward items for the agenda of the Board meeting. These must be received in writing by the Secretary General at least 7 weeks prior to the meeting.
  2. Documents supporting the agenda items must be in the possession of the Secretary General at least 4 weeks before the meeting.
    39a. The President shall determine the agenda.
  3. The agenda and relevant documents for the meetings of the General Board shall be sent out by the Secretary General at least 10 days prior to the meeting, together with an invitati¬on to attend the meeting, containing time and place of the meeting.
  4. Any natural person officially notified by the member organisation of EUROGI can attend the General Board meetings. The member organisation shall inform the Secretary General about the person or persons attending the meeting two weeks before the scheduled meeting.
  5. The Secretary General is responsible for the taking of the minutes of the General Board meetings. These minutes will be sent to the members of the General Board within three weeks after the meeting for comment within two weeks of receiving them. The revised minutes will be approved by the President and sent out within 2 months of the date of the meeting. The minutes of the meetings of the General Board will only be available to persons or organisations of EUROGI.
  6. A copy of the minutes of meetings of General Board shall be filed at the secretariat.
  7. A special General Board meeting may be called when:
  • The President and at least one member of the Executive Committee decide a special Board meeting is necessary or
  • At least four members of the General Board decide a special Board meeting is necessary.
  1. The President can invite experts to give their view on specific items of the agenda as well as representatives from organisations under the condition that the invitation is announced to the members when the agenda is distributed.
II Executive Committee
  1. The Executive Committee will meet in person at least two times a year. In addition teleconferences may be arranged when needed.
  2. The President will determine the date and place of the meetings in person. The members shall be notified at least 3 months before the scheduled meeting. The President will also determine the date and time of any teleconference.
  3. All preparations for this meeting will be made by the Secretariat.
  4. The agenda for the meetings of the Executive Committee in person should contain at least the following items:
  • Current financial state of affairs
  • Planned and other activities in the present year
  • Activities of Sub-committees, if any
  1. Every member of the Executive Committee is entitled to put forward items for the agenda for the meeting. These items must be received in writing by the Secretary General at least 3 weeks prior to the meeting.
  2. Documents supporting these items must be in the possession of the Secretary General at least 2 weeks before the meeting.
    51a. The President shall determine the agenda.
  3. The Executive Committee members shall receive the agenda and the documents for the meetings of the Executive Committee 1 week prior to the meeting, together with an invitation to attend the meeting containing time and place of the meeting.
  4. Only Executive Committee members can attend meetings of the Committee in a voting capacity. Non-members can be invited to attend the meeting at specific items of the agenda, when formally invited by the President and under the condition that such an event is announced to the Executive Committee members when distributing the agenda.
  5. A substitute member may replace a member of the Executive Committee by official notification of the member.
  6. The Secretary General is responsible for the taking of the minutes of these meetings. These minutes are sent to the members of the Executive Committee within three weeks of the date of the meeting. At the following meeting these minutes shall be approved by the Executive Committee.
  7. The minutes of the meetings of the Executive Committee will only be available to persons or organisations of EUROGI.
  8. All minutes of the meetings of the Executive Committee shall be filed at the secretariat.
III Sub-committees
  1. Sub-committees will meet as frequently as necessary.
  2. The procedures for announcing meetings, voting procedures at the meetings, distributing minutes etc. will be determined by the Sub-committee itself.
  3. A member of the Sub-committee may take the minutes of Sub-committee meetings.
  4. A copy of all Sub-committee minutes shall be filed at the EUROGI secretariat.
  5. Only Members will attend the meetings of a Sub-committee. Non-members may be invited to attend a meeting at specific items of the agenda, when formally invited by the chairperson of the committee and under the condition that such an event is announced to the members when distributing the agenda.

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CHAPTER 5 VOTING PROCEDURES
I Voting Procedures within the General Board and Executive Committee
  1. All resolutions shall be passed when a majority of more than 50 % of the members is present or represented and by an absolute majority of the votes cast, unless a larger majority is prescribed by these articles.
  2. Voting shall be oral. Voting by acclamation shall be allowed, if none of the persons holding the right to vote raise objection thereto.
    The chairperson shall determine the way of voting on the understanding that voting concerning the appointment, suspension and removal of persons from office shall be by secret ballot, if prescribed by these By-laws or if one of the persons holding the right to vote shall so demand.
  3. If one of the holders of voting rights desires a secret ballot, the chairperson shall determine the manner of voting.
  4. The ruling pronounced by the chairperson at a meeting of the Executive Committee or the General Board of the Foundation in respect of the outcome of a vote shall be decisive. The same shall apply to the contents of a resolution passed, to the extent that the vote related to a proposal is not made in writing.
    [Dutch Civil Code 2:13 subsection 3]
  5. If, immediately after the ruling pronounced by the chairperson, its correctness is contested, another vote shall be taken if so desired by the majority at the meeting or, if the original vote was not taken per capita or on a poll, by someone present who was entitled to vote. As a result of such new vote the legal consequences of the original vote shall lapse.
    [Dutch Civil Code 2:13 subsection 4]
  6. In voting concerning the appointment of persons in case there are more candidates for the position(s) and contrary to the rule of art 63 regarding the requirement of an absolute majority of the votes cast, each member shall name as many persons as seats on a ballot paper in order of preference; the order of appearance on the ballot paper does not imply any preference. The candidate(s) with most votes is/are appointed.
    If as a result of equality of votes there are still more candidates than seats a second or further vote shall be taken for the remaining seat(s) between the candidates with equal votes. If after 3 votes no candidate is elected, election will take place by drawing lots by the Secretary General.
  7. If there is a tie in voting on other matters than the appointment of persons, the President has the casting vote.
  8. The ExCom and the General Board may pass all resolutions they are empowered to pass at a meeting without holding a meeting. Without holding a meeting, a resolution may be passed only with respect to proposals of which the members of the ExCom and the General Board have previously been notified in writing, by telefax or e-mail, have cast their votes in writing, by telefax or e-mail and have declared in favour of the proposal concerned.
  9. Further to the scheme regarding fees, mentioned in art. 85A, each member that pays a fee has the following voting rights:
    1. A1 will have three (3) votes in the General Board
    2. A2 will have one (1) vote in the General Board
    3. B1 will have three (3) votes in the General Board
    4. B2 will have two (2) votes in the General Board
    5. B3 will have one (1) vote in the General Board
    6. C1 will have three (3) votes in the General Board
    7. C2 will have two (2) votes in the General Board
    8. C3 will have one (1) vote in the General Board
  1. The threshold for calculating the number of votes for A-members is at least two-fifth (2/5) of the total number of votes on January 1st of any year. If and when this threshold is lower than two-fifth (2/5) the number of votes for the A1-members will increase by units of one until the threshold is respected.
    Fellows will have no votes in the General Board.
  2. Each member of the ExCom will have one (1) vote in the ExCom.
  3. A vote may only take place with regard to items that are on the agenda. If a secret ballot takes place, the President will appoint at least two members of the General Board resp. the Executive Committee as tellers. The tellers will be responsible for the count of vote and to inform the General Board of the result.
  4. All members of the General Board and the Executive Committee may vote on every item that qualifies for a vote.
  5. A vote by Email by General Board members may be taken by the Secretariat. The Executive Committee must give authority for a vote by Email.
  6. All members of the General Board and the Executive Committee may vote on every item that qualifies for a vote.
  7. A vote by Email by General Board members may be taken by the Secretariat. The Executive Committee must give authority for a vote by Email.
II E-mail procedures
  1. E-mails fall into one of three categories:
  • – for information
  • – for comment
  • – for decision.

All e-mails should indicate which category they fall into.

    1. For comment e-mails have the deadline for comments in dd/mm format and the subject matter in the e-mail. Members will be asked to feed back their comments and amendments to the sender allowing at least a week by 6 P.M. on the date of the deadline unless circumstances make a quicker response necessary. A further draft may be produced taking account of the feedback and circulated for decision.
    2. For decision e-mails will have the deadline for comments in dd/mm format and the subject matter in the e-mail. They follow the rules in art. 75 of these By-laws.
  1. Any response to an e-mail should also go to the other addressees in order to ensure that everybody is informed of the issues and able to participate in the debate and decision making process.
    78A. For decision e-mails are to be acknowledged at the next General Board meeting.

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CHAPTER 6 FINANCIAL MATTERS
I The Budget
  1. The budget of EUROGI will cover a period of one calendar year.
  2. The General Board must approve the budget of EUROGI.
  3. The Executive Committee shall present a draft budget to the General Board. This draft budget will be voted on. Until the approval of the budget, expenditure of monthly 1/12 of the proposed budget is allowed.
  4. Every member of the General Board may propose alterations to elements of the draft budget. These proposed alterations must be voted on.
  5. The General Board may approve a draft budget, which has been altered during the Board meeting.
    83A. Exceptionally the General Board may amend an approved budget for a calendar year during that calendar year at a meeting.
  6. An independent accountant will audit the financial records of the Foundation. The financial audit, together with the financial account, will be presented at the General Board meeting.
II Membership Fees
  1. Every organisation of EUROGI is obligated to pay an annual membership fee to the Foundation. The secretariat will send the invoice within 6 (six) weeks after the General Board has decided on the fees.
    85a. The amounts of the membership fees may be different pursuant to the following scheme:
  1. Affiliated organisations A may pay a fee A1 or A2
  2. Affiliated organisation B may pay a fee B1, B2 or B3.
  3. Affiliated organisations C may pay a fee C1, C2 or C3.
  1. Every organisation of EUROGI will pay the membership fee within 30 days after the invoice has been sent.
  2. The amount of membership fee will be determined every year by the General Board as an element of the draft budget.
  3. At the written request of an organisation, exceptionally the Treasurer may accept a later final date for payment of the membership fee. The Treasurer to the organisation concerned must grant this delay of payment in writing.
    A member that does not pay its fee within 5 (five) months after the invoice has been sent will be suspended from voting at the General Board as well as at the Executive Committee and by e-mail, unless the President and the Treasurer decide otherwise. When the amount due has been received the usual voting rights will resume with immediate effect.
  4. A Member shall forfeit its capacity as such by notice of termination by the Foundation given in writing only at the end of a financial year and with a three months’ notice.
  5. Organisations, which have not indicated their intention to resign on or before the subscription renewal date, shall be deemed to remain in membership and thus be liable to pay the required subscription.
  6. Article deleted and not in force.
III Other Financial Business
  1. Members of the Executive Committee are allowed to declare certain expenses made in order to perform their executive task each year. The Treasurer may produce a proposal of the allowable expenses, which must be approved by the General Board.
  2. The Secretary General may make payments on behalf of the Foundation for expenditure up to an amount of 3000 Euro (excluding VAT) per item. The Treasurer must approve expenditure above 3000 Euro (excluding VAT).
  3. All contracts valued at, over 25000 euro (excluding VAT) are to be let by competitive tender in such a way that appropriate organisations in any country represented by EUROGI have a fair and realistic expectation of winning the contract.
  4. The Executive Committee will award all contracts valued at over 25000 euro (excluding VAT) after review of the competing bids. All members of the Executive Committee will be required to declare their personal interests in any of the bids being considered and may, at the request of the Chairman of the Executive Committee be asked to abstain from discussions over the award of the contract.
  5. All decisions regarding the award of contracts must be recorded by the Executive Committee, who should be prepared to justify the selection of the winning contractor to any member of the General Board that requests information.
    96.A Any initiatives that result from projects or otherwise and require the involvement of stakeholders in any country represented by an A-member, are co-ordinated by the A-member if that A-member in that country agrees, unless the Executive Committee decides otherwise.

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CHAPTER 7 PUBLICATIONS
  1. Official reports, articles or other items produced as a result of EUROGI sponsored activities should only be published with the approval of EUROGI and the rights to these works will be vested in EUROGI.
  2. If non-members wish to use (parts of) EUROGI-publications, written consent by EUROGI is obligatory.
  3. EUROGI allows organisations of EUROGI to use the word “A member organisation of EUROGI” together with the EUROGI logo on their publications.

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CHAPTER 8 MEMBERSHIP CRITERIA
    1. Candidate B-members and C-members who wish to become an affiliated organisation will have to continue their membership or relationship with the respective A-members on the national scale if there exist one. If a candidate B member or candidate C member has the possibility to join an A member in that country, the B or C member should first join that A-member.
    2. A-members in a country where the candidate B or C member has its legal office will be consulted for their written declaration that the A-member does have no objections to the candidature.
  1. Any act in breach of the aforementioned -while being an affiliated organisation of EUROGI- will be considered an act as described under Section 4 paragraph 3 under b of the Articles of Association, and may lead the respective B-member of C-member to forfeit its capacity as an affiliated organisation.

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CHAPTER 9 CONCLUSION
  1. Any contacts, grants, awards, opportunities to participate or other activities in which EUROGI has some influence must be handled in such a way that the interests of all organisations are considered in a fair and equitable manner.
  2. In case any unforeseen event occurs which is not covered by these bylaws, the decision will be taken by the President and the Executive Committee. In such a case, the President and the Executive Committee will inform the General Board as soon as possible, though not later than two weeks before the next General Board meeting. Following such an occurrence, these bylaws will be brought up for amendment by the General Board at the first opportunity.