Europlanet Society Constitution
Revision – 10 November 2023
The name of the Society is The Europlanet Society (“the Society”).
2. Legal Form, Duration and Seat
The international non-profit association (AISBL) was created under the name Europlanet Association (“the Association”) in 2023. The Association is governed by the Companies and Associations Code as introduced by the law of 23 March 2019 in Belgium. The Association provides the legal structure for the Europlanet Society.
The headquarters of the Association is established in the Brussels Region. The Association is established for an indefinite period.
The Society shall elect a President, two Vice Presidents, a Treasurer and a Secretary. These five officers shall serve as the Executive Board of the Europlanet Association.
The objective of the Society shall be to promote the advancement of planetary science, planetary exploration and related fields for the benefit of the community.
The Society will be governed by:
- a General Assembly that will be the ruling body
- an Executive Board.
Subject to the matters set out below the Society and its property shall be administered and managed in accordance with this constitution and the statutes of the Europlanet Association.
In furtherance of the objects but not otherwise the Executive Board may exercise the following powers:
(i) to hold seminars, lectures, discussions, conferences, demonstrations or meetings including organisation of the annual Europlanet Science Congress (EPSC).
(ii) to promote the study and research into planetary science by means of journals and other publications;
(iii) to promote public awareness of and engagement with planetary science;
(iv) to offer informed opinion on issues of public interest in relation to planetary science and to act as a consultative body for the purpose of consultation in matters of public and professional interest;
(v) to publish communications (newsletters, records of scientific meetings, updates to the Constitution and bye-laws and other activities of the Society) in furtherance of its objectives;
(vi) to support, by means of grants and bursaries, the objectives of the Society;
(vii) to co-operate with other organisations, societies, charities, voluntary bodies and statutory authorities operating in furtherance of the Society’s objectives and to exchange information and advice with them;
(viii) to appoint and constitute standing committees as the Board may think fit; and
(ix) to do all such other lawful things as are necessary for the achievement of the Society’s objectives.
(x) to invite and receive contributions from any appropriate person or organisation by way of subscriptions or donations, provided that in raising funds the Board shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law;
(xi) to collect subscriptions from members;
(xii) to borrow money and charge all or any part of the property of the Society with repayment of the money so borrowed, subject to any consents required by law;
(xiii) to buy, take on lease or in exchange any property necessary for the achievement of the objects and maintain and equip it for use;
(xiv) to sell, lease or dispose of all or any part of the property of the Society, subject to any consents required by law;
(xv) to invest monies of the Society as it shall from time to time determine
All or part of these powers may be delegated to an independent host organisation (“The Executive Office”) (see clause 11).
Membership of the Society shall be open to:
(i) Ordinary members: individuals over the age of 18 years who are interested in furthering the work of the Society whose application has been accepted and who have paid any annual subscription laid down from time to time by the Board, with a professional interest in planetary science or who are, or have at some time, been engaged in planetary science research, teaching planetary science, or in other ways attached to the study or furtherance of planetary science, or who are amateur astronomers with a serious interest in – planetary research and exploration; ordinary members shall be entitled to one vote at the General Assembly;
(ii) Student members: individuals fulfilling the same requirements as for ordinary membership, but who are, in addition, engaged in full-time or part-time study in an institution of higher education; student members shall be entitled to one vote at the General Assembly;
(iii) Honorary members: any individual so appointed by the Board; in general, these will be persons of eminence who have contributed to the advancement of planetary science; they will not be required to pay a membership subscription, Honorary members shall be entitled to one vote at the General Assembly; and
(ix) Organisation members: any institution or body corporate or unincorporated association whose application has been accepted that is interested in furthering the Society’s work and has paid an annual subscription laid down from time to time by the Board; each organisation member shall appoint an individual to represent it and to vote on its behalf at meetings of the Society; each organisation member shall notify the name of the representative appointed by it; the representatives of organisation members shall be entitled to attend and participate in all activities of the Society on the same basis as any individual member. The organisation members shall be entitled to one vote the General Assembly.
7. Executive Board
(i) The Board shall be the governing body of the Society and shall manage, direct and control the affairs and property of the Society within the limits of the Constitution. The Board may delegate some of its powers to a Committee, to some of its officers or to its designated agent.
(ii) The Board shall consist of the five officers of the Society: the President, two Vice-Presidents, Secretary, Treasurer and six other members. Members of the Board shall normally hold office for a period of four years.
(iii) The chair of the Europlanet Science Congress (EPSC) Executive Committee shall be an ex-officio member of the Board.
(iv) All members of the Board shall be members of the Society elected by members of the Society at the General Assembly. Any two or more ordinary members may nominate candidates.
An independent nomination committee will review the nominations to achieve a viable ballot list, paying due attention to the Diversity Commitment of the Society to ensure that the Board is diverse and representative of the research community as a whole and attains a reasonable balance in terms of gender, career-stage, nationality and expertise. In the case that there are omissions in the range of candidates which would prevent the Board from operating effectively, the nomination committee may undertake such actions as it deems necessary to correct any imbalance.
(v) The President, Vice-Presidents and other officers shall be elected in rotation in a four-year cycle to ensure continuity.
(vi) An individual cannot immediately be re-elected to the same post after serving four years, but his or her term of office may exceptionally be extended by up to two years, following recommendation from the Board. Board members may also be re-elected to a different post.
(vii) The President Elect shall serve one year as a Board member before taking up the Presidency.
(viii) If an officer retires (or is elected to a different position) before his or her term of office is complete, the person shall be replaced by the Board with a temporary appointee who will serve until the next Annual Assembly Meeting.
(ix) No person shall be entitled to act as a member of the Board whether on a first or on any subsequent entry into office until after signing a declaration of acceptance and of willingness to act in the trusts of the Society.
(x) The Board may, in addition, appoint up to three voting or non-voting co-opted members. Each appointment of a co-opted member shall be made at a regular or special meeting of the Board called under clause 9. Co-opted members shall not serve as Board members for more than four years.
(xi) The Board shall have the power of appointing an organisation (“The Executive Office”) to act as the agent of the Board with the delegated authority as directed by the Board and agreed in a Service Level Agreement (SLA) between the Society and this organisation; such direction will be recorded in the minutes of Board meetings.
8. Termination of Membership of Executive Board
A member of the Board shall cease to hold office if he or she:
(i) dies or becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;
(ii) is absent without the permission of the Board from all their meetings held within a period of thirteen months and the Board resolve that his or her office be vacated;
(iii) gives notice to resign;
(iv) infringes the Society’s Code of Conduct.
9. Meetings and proceedings of the Executive Board
(i) The Board shall hold at least two ordinary meetings each year, one of which may normally be timed to coincide with scientific meetings of the Society. A special meeting may be called at any time by the President or by any two members of the Board upon not less than 2 weeks’ notice being given to the other members of the Board of the matters to be discussed.
(ii) The President shall act as chair at meetings of the Board. If the President is absent from any meeting, one of the vice-Presidents will chair the meeting before any other business is transacted.
(iii) There shall be a quorum when at least one third of the number of members of the Board for the time being or four members of the Board whichever is the greater, are present at a meeting.
(iv) Every matter shall be determined by a majority of votes of the members of the Board present and voting on the question but in the case of equality of votes the chair of the meeting shall have a second or casting vote.
(v) The Executive Office shall keep minutes of the proceedings at meetings of the Board and any sub-committee.
(vi) The Board may from time to time make such rules or bye-laws as they may deem necessary or expedient or convenient for the proper conduct and management of the Society. Provided that no rule or bylaws shall be inconsistent with or shall affect or repeal anything contained in the constitution governing the Society. These should be approved at the next General Assembly.
(vii) The Board may invite any appropriate person to attend any of its meetings from time to time as a non-voting contributor or observer.
(viii) The Board may appoint one or more working groups consisting of three or more of its members for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the Board would be more conveniently undertaken or carried out by a working group: provided that all acts and proceedings of any such working groups shall be fully and promptly reported to the Board.
10. Standing Committees and other bodies
(i) The Board may appoint Standing Committees and other bodies (such as scrutineers, nomination committee, working groups) to forward the object of the Society. Membership of the Committees should be drawn from the membership of the Society and should pay due attention to the Diversity Commitment of the Society. The Chairs of the Standing Committees and other bodies should submit reports from each meeting promptly to the Board (via the Secretary).
(ii) Standing Committees reporting to the Board shall include:
- The Europlanet Science Congress (EPSC) Committee;
- The Europlanet Early Career Committee;
- The Diversity Committee;
- Regional Hub Committees.
(iii) Members of Standing Committees shall normally hold office for a period of four years but his or her term of office may be extended for a further term with approval from the Board.
(iv) Members of the nomination Committee shall be elected by the General Assembly for the following election (only for one election).
(v) Committees’ and other bodies’ activities will be governed by Terms of References that will be approved by the Board.
(vii) The Committees’ activities may be supported by annual budgets. In such case, budgets will be approved by the Board before being integrated in the overall Society’s budget.
11. Executive Office
(i) The Executive Office will be an independent not for profit organisation that will host the Society.
(ii) The Board will delegate some of its powers listed in Clause 5 to the Executive Office. The precise responsibilities and terms of engagement of the Executive Office will be outlined in a Service Level Agreement (SLA) between the Society and the organisation hosting the Executive Office that will be approved by the Board. The SLA will be reviewed at least every five years.
(iii) The Executive Office shall have responsibility for the day-to-day conduct of the Society’s affairs and daily management of the finances of the Society within the agreed operating budget. The Executive Office shall carry out its responsibilities under the overall direction from time to time of, in the case of policy matters, the President, and in the case of the finances of the Society, the Treasurer, each officer acting as the representative of the Board.
12. Code of Conduct
(i) The Board shall decide on a Code of Conduct which shall be openly published. Members shall be required upon election to commit to the Code. Annual renewal of membership will imply agreement to adhere to the Code.
(ii) The Board may unanimously and for good reason terminate the membership of any individual or organisation member that may have acted materially in contradiction to this Code or has otherwise engaged in conduct likely to bring the Society into disrepute, provided that the individual concerned or the appointed representative of the member organisation concerned (as the case may be) shall have the right to be heard by the Board within a period of time determined by the Board, accompanied by a third person of their choice, before a final decision is made.
13. Receipts, expenditure and accounts
(i) The income and property of the Society shall be applied solely towards the purposes of the Society as set forth in this constitution and no proportion thereof shall be paid or transferred directly by way of dividend, bonus or otherwise whatsoever by way of profit to any member of the Society, provided that nothing herein after shall prevent the payment in good faith of reasonable and proper payment to any servant of the Society or the repayment of reasonable out of pocket expenses to any member, trustee, officer or servant of the Society.
(ii) The funds of the Society, including all donations contributions and bequests, shall be paid into an account operated by the Executive Office appointed by the Board. All transactions should be implemented following the rules established with the host (e.g. different authorisations required for different expenditure levels).
The Executive Office, in consultation with the Treasurer, will administer the Society’s bank accounts and will comply with its obligations with regard to:
- the keeping of accounting records for the Society;
- the preparation of annual statements of account for the Society;
- the auditing or independent examination of the statements of account of the Society.
14. Annual Report
The Secretary of the Board shall oversee the preparation of an annual report and its transmission to members and other approved organisations.
15. General Assembly Meeting
(i) There shall be an Annual General Meeting of the Society which shall be deemed as ‘The General Assembly’.
(ii) The Secretary shall give at least 28 days’ notice of the General Assembly to all the members of the Society, via such media as the Society’s website or newsletter or, where necessary, by direct mail. All the members of the Society shall be entitled to attend the meeting. Members not voting in person who are entitled to vote may vote in advance by mail or email, following procedures and deadlines given by the Secretary. Members voting in advance by this mechanism shall be deemed to attend the meeting and contribute to the quorum. Whether voting in person at the meeting or in advance, no member may record more than one vote on each motion.
(iii) Members wishing to have matters included on the agenda shall inform the Secretary in writing at least 14 days prior to the meeting.
(iv) The President shall be the chairman of the General Assembly, but if he or she is not present the persons present shall appoint a chairman of the meeting before any other business is transacted.
(v) The Board shall present to each General Assembly the report and accounts of the Society for the preceding year.
(vi) Nominations for election to the Board must be made by members of the Society in writing and must be in the hands of the Nomination Committee at least 28 days before the General Assembly. In order that all vacancies are filled, the Nomination Committee will compile a ballot list from nominations under the provisions of clause 7.
16. Special General Meetings
The Board may call a special general meeting of the Society at any time. If at least 10% of the members request such a meeting in writing to the Secretary, stating the business to be considered, he or she shall call such a meeting. At least 28 days’ notice must be given.
17. Procedure at General Meetings
(i) The Executive Office or the Secretary shall keep a full record of proceedings at every General Meeting of the Society.
(ii) At a General Meeting there shall be a quorum when at least 50 members of the Society having voting rights are either present in person or by electronic mean or have contributed votes via email in accordance with clause 14 (ii), including at least 2/3 members of the Board. If such quorum is not met, the General Assembly will start its meeting in the presence of any number of members including representation of 2/3 members of the Board (in person or by electronic mean); any decision taken will be reported to all members.
(iii) Every matter except stated otherwise shall be determined by a majority of votes of the voting rights, but in the case of equality of votes the chair of the meeting shall have a second or casting vote.
18. Alterations to the Constitution
Subject to the following provisions of this clause the Constitution may be altered by a resolution passed by a majority of not less than two-thirds of the voting right at a quorate General Meeting. The notice of the General Assembly meeting must include notice of the resolution, setting out the terms of the alteration proposed.
If the Board decides that it is necessary or advisable to dissolve the Society it shall call a meeting of all members of the Society, of which not less than 28 days’ notice shall be given, stating the terms of the resolution to be proposed. If the resolution is passed by not less than a two-thirds of the voting rights at a quorate General Assembly shall have power to realise any assets held by or on behalf of the Society. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other charitable institution or institutions having objects similar to the objects of the Society as the members of the Society may determine or, failing that, shall be applied for some other charitable purpose.