The name of the organisation is 'The European Society for the Study of English' (ESSE). It is an association (Verein) conformable to articles 60ff of the Swiss Civil Code (ZGB) with its seat in Basle.
2. CHARACTER OF THE SOCIETY
The Society is a European federation of national or joint-national higher educational associations for the study of English languages, literatures in English and cultures of English-speaking peoples. Membership of the Society is open to national or joint-national associations in other European countries subject to approval by the Board, provided they are the only eligible associations in their respective countries. The Society shall endeavour to reflect the cultural and geographical diversity of Europe in its institutions.
The aims of the Society are non-commercial. They are to advance the education of the public by promoting the European study and understanding of English languages, literatures in English and cultures of English-speaking peoples. Any change to these aims requires the written consent of all member associations.
In furtherance of the aims stated in clause 3, but not further or otherwise, the Society endeavours:
4.1 To arrange regular conferences for those researching and teaching English languages, literatures in English and cultures of English-speaking peoples in Europe.
4.2 To foster research-networks in specialist topics which will bring together higher education teachers, scholars and writers and facilitate intellectual cooperation.
4.3 To provide an information network, in the form of a newsletter, about the matters related to English studies in Europe, for example curriculum developments, national conferences, specialised research projects.
4.4 To assist higher education teachers in different countries with course development, documentation and resourcing.
4.5 To provide information which will facilitate faculty and student exchanges under international cooperation programmes, especially those of the European Union.
4.6 To provide the basis for a scholarly journal articulating the interests of European teachers of English in higher education.
4.7 To enter into such arrangements with any authorities or persons, nationally, internationally or locally, as may be thought beneficial for carrying out the objectives of the Society.
5. MEMBERSHIP AND PARTICIPATION
5.1 Individual membership of the Society shall be via the corporate membership of national or joint-national constituent associations, each of which shall elect one person to serve on the Board and in whom shall be vested the right to vote on behalf of the members of the constituent associations. In accordance with the Society's charitable purposes, participation in the Society's conferences and publications shall not be formally restricted to members of constituent associations.
5.2 Commercial organisations and other institutions who share the aims of the Society and wish to further them shall be eligible for the status of 'donating member' at a fee and under conditions to be decided by the Board.
5.3 The Board may authorise the Executive to charge members or third parties with the execution of its decisions.
5.4 If given good cause the Board may decide to suspend the voting rights of a constituent association or annul its membership subject to a two-thirds majority.
5.5 A member association can leave the Society only if it has given due notice at least six months before the end of the calendar year.
5.6 Member associations that have been expelled or have left the Society are liable for contributions for the full calendar year in which their membership has ceased.
5.7 Sub-clauses 5.5 and 5.6 do not apply to member associations leaving the Society because of a change of aims (Clause 3).
Constituent associations shall pay to the Society an annual subscription which is based on the number of their members or on the number of members of their sub-organisations (e.g. departments). The amount of this subscription will be negotiated between the constituent associations and the Society's Treasurer and has to be approved by the Board. The Society is free to obtain other contributions.
The Society is liable for its debts with its own assets. Personal liability of members, both corporate and individual, is excluded.
8. THE BOARD
8.1 The governing body of the Society will consist of a Board comprising representatives nominated by the constituent associations of the Society. Decisions of the Board will be taken on the basis of one association, one vote. The Board decides on all matters that have not been entrusted to other organs or members of the Society.
8.2.Under exceptional circumstances an electronic vote by e-mail or equivalent technology can be organized by the President to decide on urgent matters. The resolution will be valid and immediately effective if at least 2/3 of the Board members have taken part in the vote by the given deadline and an overall majority (2/3 of the votes cast) has been obtained.
8.3 The Board cannot take decisions on items which do not appear on the agenda of its meetings. At the beginning of a meeting the Board can add items to the agenda only if the majority of the Board agrees.
8.4 Decisions which violate Swiss law or the statutes of the Society can be contested in court by any member that has not voted for them within a month after taking cognizance of them.
8.5 No Board member has a right to vote on a legal transaction or legal dispute between the Society on the one hand and him/herself, his/her spouse or linear relative, or the association which he/she represents on the other.
9. THE EXECUTIVE
9.1 The Board will appoint and charge with the responsibility of running the Society, an Executive Committee comprising a Chairperson, Secretary and Treasurer and such other members as may be appropriate. Membership of the Executive Committee is not compatible with acting as a representative of a member association.
9.2 The tenure of Executive Officers will be for three years, renewable for one further period only, unless required by a two-thirds majority vote of the Board to relinquish office at an earlier time.
9.3 Executive Officers of the
Society have the right of full
participation in Board discussions but no voting rights.
9.4 The Executive may appoint other
persons to assist them in the day-to-day running of ESSE by undertaking
specified tasks as necessary. Such appointments shall be confirmed at
the Board meeting after they are made. The Board may also make such
appointments of persons to assist the Executive, or to otherwise
undertake tasks on behalf of the Society. Appointments may be made for
a fixed term, or indefinitely. Where appropriate, such persons may be
invited to join in the discussions of the Board and/or the Executive,
but shall have no voting rights. The period of office of such persons
shall be terminated upon the completion of their fixed term of office,
their resignation, or by vote of the Board.
10. THE NEWSLETTER EDITOR
10.1 If the Society publishes a regular Newsletter or similar periodical, the Board will appoint an Editor and charge said Editor with the responsibility of running said Newsletter or similar periodical.
10.2 The tenure of the Editor will be for three years, renewable for one further period only, unless required by a two-thirds majority vote of the Board to relinquish office at an earlier time.
10.3 The Editor has the right of
full participation in Board discussions but no voting rights.
11. MEETINGS AND REPORTS
11.1 The Executive Committee shall convene a meeting of the Board at least once in every year and deliver an annual report to the Board orally and in writing unless two-thirds of the Board members write absolving it of its responsibility to do so. In such case the annual report will be circulated in writing.
11.2 Any member of the Board may convene an Extraordinary General Meeting of the Board on obtaining the support of one-fifth of the Board members. The Extraordinary General Meeting must be convened at a mutually convenient location and time within two months of the Chairman's receipt of the request.
11.3 At each conference, the Executive shall organize a General Assembly of individual members participating in the conference. This Assembly may make recommendations to the Board.
The Board shall appoint such sub-committees with such terms of reference as it sees fit, provided that all acts and proceedings of such sub-committees are reported fully and promptly to the Board.
13. THE CONSTITUTION
Amendment to this constitution shall require the assent of two-thirds of the members present and voting at an ordinary or extraordinary meeting of the Board. A resolution for the amendment of the constitution must be received by the Secretary of the Society at least three months before the meeting at which the resolution is to be brought forward. The Secretary must immediately circulate the resolution to members of the Board so that they, in their capacity as corporate members, can discuss the resolution with the governing bodies of constituent associations.
14. FINANCIAL ARRANGEMENTS
14.1 All sums collected by and on behalf of the Society shall be handed to the Treasurer who shall pay the same into a bank account to be determined by the Board.
14.2 The Treasurer shall present to the first meeting of the Board in every calendar year an account of the financial transactions carried out in the Society's name in the previous year. The account will be audited by at least two auditors elected by the Board. If the auditors' findings satisfy the Board, the Board shall relieve the Executive of personal liability.
14.3 The Treasurer and the
President shall each have the authority to make payments on behalf of
the Society and to operate the Society’s bank accounts. The
authorization of either the Treasurer or the President is sufficient
for financial transactions to be made on behalf of the Society provided
that no liability greater than the current assets of the Society is
incurred in so doing.
15.1 The Society may be dissolved by a resolution passed by a two-thirds majority of those present at an Extraordinary General Meeting of the Board convened for the purpose of which 21 days' notice shall have been given to the member associations. The resolution to dissolve the Society will give instructions for the disposal of assets held by the Society. Any property remaining after the satisfaction of all debts and liabilities shall be returned to constituent associations of the Society in proportion to their contributions in the three years preceding the date on which the dissolution takes effect.
15.2 By Swiss law the Society is dissolved if it is insolvent or is unable to appoint an Executive in accordance with this constitution.
Given at Glasgow, on the 7th of September, 1995
Point 8.2 was amended by the ESSE
Board at London in August 2006.