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Constitution of ESEH (On-line version)
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accepted by the ESEH General Assembly, 5 August 2003 and revised 10 January 2005
1. Definitions and Interpretation
6. Business of the General Meetings
1. Definitions and Interpretation
1.1 The "European Society for Environmental History", named ESEH hereafter, is a charitable registered society domiciled in Duesseldorf Germany. The business year is the calendar year. After official registration the ESEH is given the title "e. V." (eingetragener Verein / registered society).
1.2 All legal and financial documents must be kept in German and English. The working language of the Society is English. Additional translation to any other language is permitted and encouraged. To describe the functions of officials, this constitution uses grammatical masculinum only for the sake of readability, in reality persons of their respective gender are meant.
2.1 The ESEH shall have as its objective the development of environmental history and the representation and dissemination of its findings in international research, teaching and society.
In order to achieve its objective, the ESEH aims to:
- encourage the study of environmental history in Europe and improve public access especially by providing translations and directories of publications or current research,
- encourage and promote the study of European environmental history in a comparative perspective or in the context of larger projects,
- foster communication among environmental historians across Europe, and with colleagues elsewhere, especially through conferences, publications and internet-services.
- promote the further institutional development of environmental history within the educational system.
- promote the research and use of environmental history in academic programmes.
- strengthen the crucial link between environmental history, environmental protection, and the general public.
The ESEH aims directly and solely at charitable objectives in the sense of the paragraph "tax privileged objectives" of the German general tax code (in German: "steuerbeguenstigte Zwecke der Abgabenordnung", paragraph 52-2-1, issued 1.1.1977). The ESEH is unselfish, does not strive for economic objectives or profit. A possible accounting surplus may only be used for purposes in agreement with this constitution. Members shall not obtain shares in profit or any other appropriations out of the assets of the ESEH. No person shall be patronized through high reimbursements or administrative tasks which are alien to the goals of the ESEH.
3.1 Membership of the ESEH is open to any person interested in environmental history or related disciplines and supporting the Objectives of the ESEH. It shall not be limited as to residency or citizenship.
3.2 There are three classes of membership: Full Membership with all rights is given to persons paying fees, Student Membership with all rights can be given to persons paying reduced fees, Institutional Membership with no right to vote or stand for election can be given to a legal body or institution paying fees. Other classes of membership may be established by the OGM.
3.3 Student Members shall apply in writing to the Treasurer annually.
3.4 Applications for Membership are to be made in writing to the Secretary signed by the person wishing to become a member or through the application device of the ESEH on the internet. Applications shall be accepted by the Board upon verification that the person fulfils the conditions laid out herein. A decision of the Board shall be final in this regard.
3.5 Institutional Members shall be accepted by the Board upon payment of an annual subscription proposed by the Board and voted by the OGM.
3.6 All Institutional Members must have aims and objectives in accord with the Objectives of the ESEH and be considered by the Board to be ethically sound in that regard.
3.7 No Institutional Member may vote or stand for election.
3.8 Dues for the ensuing year shall fall due on the first day of January or, one year after the date of initial application for membership and shall be in arrears if not paid within 120 days.
3.9 On a case basis members are entitled to apply for an exemption from membership fees. The ESEH treasurer will grant such exemptions depending on the financial situation of the society.
Membership shall be terminated by the following means:
4.1 Resignation: Any Member can resign from the ESEH through addressing their notice of resignation to the Treasurer. The person thereby ceases to be a Member at the end of the calendar year of resignation.
4.2 Expulsion. The Board has the authority to expel a Member, either for failure to pay subscription charges (see above 3.8) when a deadline given in written reminder under penalty of expulsion has expired, or for serious misconduct or bringing the ESEH into disrepute. The decision shall be communicated to the relevant Member by first class registered post letter within 28 clear days of the decision being taken. If the Member requests in writing addressed to the President within 60 days of the date on which notice is sent by the Board, the decision to expel shall be considered by the next OGM of the ESEH, which shall be the final arbiter.
4.3 Death. In the case of death of a Member, membership of the ESEH ceases. The death, resignation or expulsion of a Member shall not entail the termination of the Society, which continues to exist between the other Members. A reimbursement of subscription charges paid already is not feasible.
5.1 Categories of General Meeting.
5.1.1 Ordinary General Meeting ('the OGM'). An OGM shall take place at least once every two years, in accordance with the decisions of the Board, at the place, day and time indicated in the Notice of Meeting.
5.1.2 Extraordinary General Meeting ('the EGM'). An EGM or a substitute postal ballot of the Members may be called by the Board or by the written demand of at least 10% of Members. In the latter case the Meeting must take place within 30 days of the receipt of the demand by the Secretary.
5.2 The General Meeting shall be composed of all the Members of the ESEG whatever their category of membership. No member in arrears for dues shall be permitted to vote or take part in the business of any meeting.
5.3 The decisions taken by a vote in a General Meeting are binding on each and every Member.
5.4 Convening a Meeting. For OGMs and EGMs, the Notice of Meeting should be sent (by ordinary letter or facsimile or electronic mail) to every Member, at least 40 clear days before the date set for the Meeting together with the meeting agenda.
5.5 Composition and Voting
5.5.1 Every general meeting of the ESEH shall be chaired by the President, also a Vice-president may chair the meeting or the meeting may designate a chair from among Members present.
5.5.2 The functions of secretary of the meeting shall be carried out by the Secretary or, in his absence, by a Member present and designated by the Meeting.
5.5.3 A written record shall be made of attendance at the Meeting, signed by each Member upon entry to the meeting and certified by the Chairperson and Secretary of the meeting.
5.5.4 Decisions shall be taken by a show of hands, by simple majority of Members present. Any Member may, however, demand that the decisions be taken by secret ballot upon which the members shall vote on the proposition.
5.5.5 The General Meeting of the Society shall be open to all Members which are not in arrears.
5.6 Quorums and Reconvention
5.6.1 The quorum for an OGM, or a postal ballot, shall be not less than 20% of members entitled to attend and vote.
5.6.2 In the case of an EGM the quorum shall be 30% of members entitled to attend and vote.
5.6.3 In the case of an OGM or EGM, if a quorum is not attained, the meeting shall be adjourned to such time and place (being not more than 60 clear days following the date of the original meeting) as the chair of the meeting shall determine. At such a Reconvened General Meeting even if a quorum is not present the Members present shall be entitled to consider the resolutions put to the meeting, which business shall be deemed to have been validly transacted for all purposes, and this must be explicitly announced in the notice of meeting. If a quorum is not attained for a postal ballot then at the discretion of the Board the postal ballot may be reissued within 30 days of the closing date of the original postal ballot .
5.6.4 All meetings of the ESEH other than OGMs (and postal ballots) shall be EGMs.
6.1 At the OGM, the Board shall report to the members its management activities undertaken since the previous Meeting, and on the Society's financial situation and general state of the ESEH.
6.2 The OGM shall:
6.2.1 approve or amend the accounts placed before it by the Treasurer for the preceding period after having considered the report of the financial control committee
6.2.2 vote on the on the annual dues to be paid by the different classes of members;
6.2.3 vote on additions and amendments to the constitution by 75% of those members present and voting at a meeting
6.2.4 vote on the replacement and election of Board members as well as Regional Representatives as well as members of the financial control committee as required in this constitution; and.
6.2.5 At all general meetings of the ESEH the Members shall consider only that business which has been notified to the Members in the notice calling the relevant meeting.
7.1 The ESEH shall be governed by a board ('the Board'). The Board consists of the Executive and the Regional Representatives. It meets at least every two years at the occasion of the Ordinary General Meeting. It selects the date and the place for the biennial meeting. It decides about projects to be undertaken in line with ESEH objectives according to the project plan set up by the Executive. The Head of the Local Conference Committee becomes ex officio a temporary member of the Board.
8.1 The Executive shall comprise a President, two Vice-presidents, a Secretary and a Treasurer.
8.2 All members of the Executive shall be elected at every Ordinary General Meeting, which has to be held every two years, and remain in office until their successor is elected. All terms of office shall begin and end the day after the biennial meeting.
8.3 They shall be elected at the OGM by a simple majority of those voting. These officers cannot simultaneously hold other functions within the Executive, they are eligible for re-election. The appointment of a member of the Executive as Legal Representative or as head of a committee shall be feasible.
8.4 The office of Board member of the ESEH shall be unpaid.
8.5 The Executive Board members elect a Legal Representative of German nationality who is member of ESEH and has a domicile in Germany. The President and the Legal Representative are each entitled to represent ESEH solely in all judicial and financial proceedings (cf 10.1), they are bound to act in accordance with the Executive Board.
9.1 The Executive is entitled to act in the name of the ESEH and to carry out or authorise all actions and operations permitted to the ESEH according to the constitution which are not specifically in the domain of a General Meeting to decide.
9.2 The Executive may utilise the ESEH's funds, and represent the ESEH in its promotion or defence.
9.3 Every member of the Executive in the proper performance of his duties shall be liable for default, breach of duty or breach of trust and severe negligence solely. Board members responsible for judicial proceedings or for the organization of events on behalf of the ESEH shall be indemnified out the assets of the ESEH against any liability incurred by them in the proper performance of their duties.
9.4 The Executive or any of their number as they may determine may hold any assets or property (whether real or personal) in trust for the ESEH.
9.5 In order to establish links with external organizations the executive board may appoint representatives to or from external organizations.
10.1 The Board in the sense of paragraph 26 of the German Civil Law (BGB) are the President and the Legal Representative (cf. 8.5). Each of them is entitled to sole representation, in accordance with the Executive Board.
10.2 ESEH project plan. The Executive Committee is responsible to set up a project plan to further the objectives of the ESEH and present it to the Board for decision. The executive is responsible for ensuring the pursuit of such projects. The organisation of a biennial conference of the ESEH is considered a permanent project.
The Members of the Executive have the following specific duties:
10.3 The President shall be responsible for execution of the Board’s decisions and for assuring the proper and effective functioning of the Society. He shall preside at all business meetings and shall be entitled to appoint and remove members of the nomination and other committees, except where otherwise provided for in this Constitution (or in the corresponding bylaws) or where otherwise resolved by the General Meeting.
10.4 The two Vice-presidents shall support the President in the exercise of his duties and take the place of the President as the situation requires.
10.5 The Secretary shall keep a record of the meetings of the Society, the executive board, the advisory board and be responsible for the preparation of the biennial report and its implementation into the homepage. He shall give at least four weeks notice to all members of the time and place of all stated meetings of the respective committees. He shall send out lists of nominees to all members in advance of the election of officers; shall report election results to the membership at the next stated meeting; shall have charge of the corporate seal of the society and shall notify all committees of their appointment.
10.6 The Treasurer shall deal with the accounts of the ESEH and, under the guidance of the President, shall maintain the list of members, effect all payments and receive all monies, and under instruction of the Board deal with the withdrawal, transfer and sale of all assets of the ESEH.
11 Regional Representatives (RR)
11.1 Regional Representatives serve as information platforms for the ESEH within their region. Their number is not determined.
11.2 RRs will disseminate information from the ESEH to the members in their region and to other individuals and institutions. They are entitled and encouraged to use the ESEH name and logo in all such communications. They represent ESEH in their region.
11.3 They will collect information on relevant activities in their region and inform the ESEH about such activities.
11.4 The nomination committee prepares a non contested proposal for all Regional Representatives to be approved by the Ordinary General Meeting.
11.5 All Regional Representatives shall be elected by an Ordinary General Meeting every four-years. Re-election is possible.
11.6 In case of demission during the term of a RR the Executive Board nominates a provisional RR serving until the next RR elections at maximum.
Unless stated otherwise below the Executive Board decides upon the structure of committees. It may also suggest new committees to the OGM.
12.1 Financial Control Committee
The Financial Control Committee consists of two members from outside the Board. It controls the books of the Society on a biennial basis and reports directly to the OGM. Its members are elected by the OGM upon nomination by the nomination committee.
12.2 Nomination Committee
The Nomination Committee consists of five members of which three are RR of the ESEH. The OGM elects these Nomination Committee members. The two other members are appointed by the Executive Committee. Members serve renewable, four- year terms.
The Nomination Committee prepares a list of nominees for:
a.) Regional Representatives. It actively seeks the advice of all members on nominees for RR. It selects the nominees from all suggestions that have been brought to its attention. For each region one candidate is to be nominated. The Nomination Committee seeks the approval of candidates for their nomination.
b.) Executive Board: It actively seeks the advice of all members on nominees for EB. It selects the nominees from all suggestions that have been brought to its attention. For each office several candidates can be nominated. The Nomination Committee seeks the approval of candidates for their nomination.
These lists have to be submitted to the Secretary 50 clear days prior to the OGM.
12.3 Conference Committee
For the organization of the conference in connection with the Ordinary General Meeting every two years a Conference Committee is appointed. The Conference Committee consists of a local group of organizers and of a scientific board of international scholars. The Board appoints one of the responsible local organizers Chair of the Conference Committee who temporarily becomes a co-opted board member.
12.4 ESEH Prize Committee
The ESEH Prize Committee consists of three members and serves to organize the presentation of the ESEH prize according to its own statutes.
The Executive may unanimously appoint any member as an Assistant officially to pursue certain tasks on behalf of the Board for a certain period of time, until the subsequent OGM at maximum. The names and addresses of all Assistants, Committee and Board Members shall be published together with their tasks.
14.1 The Executive may determine at any time to maintain a reserve fund.
14.2 The reserve fund may be enhanced every year by up to 33% of the excess of annual receipts over expenses;
14.3 The reserve fund shall be employed in the first instance for the purchase of properties needed for the realisation of the ESEH's Objectives, and to their equipping and furnishing, and to the payment of repair or refurbishing costs;
14.4 Any investments made by the Executive shall take account of the objectives of the ESEH and shall be ethically sound in that regard.
15.1 The dissolution of the ESEH can only be decided by an Extraordinary General Meeting of the Members or a ballot which is called in by one third of the members. The dissolution shall only be effective, if more than 50% of the members are attending the meeting or ballot respectively and if a majority of more than 66% votes for dissolution. In the case of voluntary dissolution of the ESEH, the EGM shall name one or more liquidators who thereby receive full powers to realise the assets of the ESEH and acquit the debts, after recuperating monies known to be owing from any parties.
15.2 In case of dissolution or cancellation of charitable aims the assets of the ESEH after all liabilities have been discharged shall be transferred to the B.U.N.D. e.V. (Bund fuer Umwelt und Naturschutz Deutschland e.V., Berlin / the German Federation for Nature Protection and the Environment, www.bund.net) who shall use them for charitable aims directly and solely. Resolutions on the legacy of the ESEH can only be put into effect after the consent of the German tax authorities.
The terms of this Constitution shall come into effect with the resolution of the 2nd Ordinary General Meeting in Prague 2003 and shall be published on www.eseh.org the ESEH website. This constitution supersedes all other similar documents, which are hereby revoked.
The President and the Legal Representative are entitled to establish necessary amendments to this constitution which are demanded in writing by the Tax Authorities or the Court responsible for the Registration of Societies in order to achieve or maintain the status of a Non-Profit Organization.
Signed by the Board of the ESEH
(#signature with date, place, date and place of birth)
(president):
(secretary):
(vice-president):
(vice-president):
NN (treasurer):
NN legal representative:
Conference: Chasing Eden. Nature, health and the politics of environment, Exeter, 4-5 September 2008
