Bylaws of Informatics Europe

I. General Part

Article 1: Name and domicile

The full name of the association is: “Informatics Europe”. Informatics Europe is an association according to Swiss Civil Law (Article 60 ff).

Article 2: Intended purpose and activities

Intended purpose

1. Informatics Europe is devoted to the development of research and teaching in Informatics, also known as Computing or Computer Science.
2. Informatics Europe is a non-profit membership association; members are organizations such as university departments doing both research and teaching in Informatics, as well as public or private research laboratories. Informatics Europe maintains close ties with other academic and professional organizations. The association has no commercial purposes and seeks no profit.
3. Informatics Europe is intended to act as a representative of the European Informatics research and education community and foster high-quality research and education in the field.
4. Informatics Europe aims to foster the cooperation between education, research and industry.
5. Informatics Europe is intended to establish effective relations between the Informatics community and government authorities and provide links to other national and international organizations with complementary aims.

Activities

Informatics Europe aspires to the following activities:

1. To organize the Informatics Europe Annual Conference;
2. To organize theme-specific conferences, workshops or other gatherings;
3. To produce the Informatics Europe electronic newsletter;
4. To publish information on the Informatics Europe website;
5. To produce Informatics Europe reports on specific topics, either Informatics Europe initiated or commissioned by governments or other organizations;
6. To produce Informatics Europe originated contributions to publications by other organizations;
7. To provide services to members, such as email alerts, information on developments in Informatics education and research, career development help, etc.;
8. To define, publish and enforce standards of conduct and codes of ethics for professionals in informatics education and research;
9. To interact with the general public, governments (local, national, international), the media, industry and other bodies, intended to raise and resolve issues related to the education, research and social impact of Informatics;
10. To organize the Annual General Assembly and Extraordinary General Assembly of Informatics Europe members.

Activities of Informatics Europe may be pursued in English or any other European language convenient to each activity's participants.

Article 3: Membership

1. Informatics Europe members are organizations.
2. There is a regular and an associate member status.
3. Regular members include the following categories :
   a. Academic members: university departments of Informatics or equivalent;
   b. Public research members: publicly-funded research organizations;
   c. Industry members: industrial research laboratories or other industry organizations in Information Technology;
   d. National association members;
   e. Federated members: a group of up to five departments of Informatics or equivalent.
4. Associate members are other organizations with which Informatics Europe collaborates. 
5. Regular and associate members must be approved by the Board of Directors.
6. The regular and associate membership status is subject to the payment of an annual fee, proposed for each membership category by the Board of Directors and approved by the General Assembly. Members in arrears may continue to be considered as members if they express the intent to pay their dues within a reasonable period of time.
7. Regular and associate members must be organizations incorporated in one of the member or candidate member countries of the Council of Europe, or Israel.

Article 4: Termination of the membership

Membership shall be terminated in the following cases:

1. Withdrawal by the member: withdrawal can only occur at the end of a fiscal year and requires a written 3-month notice.
2. By expulsion for violation of bylaws and rules or for any other conduct prejudicial to the interest and correct functioning of the association.

Any proposal to expel a member must be supported by at least one-fifth of all the regular members. The proposal to expel must be on the agenda of the General Assembly at which it is to be discussed so as to give the member the opportunity to present its case. A two-thirds majority of all the regular members is necessary to expel a member. Such expulsion will become effective 15 days after notification by registered mail. A member who has been expelled can only be re-admitted by the General Assembly with a two-thirds majority of all ordinary members.

II. Organisation

Article 5: Body

The association consists of:

1. General Assembly
2. Board of Directors
3. Executive Committee

III. General Assembly

Article 6: Competence

The General Assembly shall be the highest authority of the association. Informatics Europe shall hold an Annual General Assembly, if possible, in conjunction with another event such as the Informatics Europe Annual Conference. At an Annual or Extraordinary General Assembly, every regular member shall have one vote; associate members are permitted to attend but do not have the right to vote.

Except where these bylaws explicitly require a supermajority, all votes of an Annual or Extraordinary General Assembly, shall be taken by simple majority of the voters; in addition, any decision on a motion not circulated to potential voters at least four weeks before the vote shall require a number of voters equal to a majority of the potential voters.

Other voting modalities, such as authorizing proxies or email votes, are established by the Board of Directors and published on the Informatics Europe website or other appropriate venues; any change to previously existing modalities requires approval by two-thirds of the Board of Directors.

In addition, Informatics Europe shall, at six weeks' notice, hold an Extraordinary General Assembly under either of:

1. A decision of the Board of Directors.
2. A request from a majority of the regular members.

IV. Board of Directors

Article 7: Formation

1. The Board of Directors (herein referred to as the “BoD”) consists of:
   a. At most eleven Members-at-Large, elected by the Annual General Assembly, for a term of three years;
   b. A President, two Vice Presidents and a Treasurer, elected under the same modalities;
   c. Ex officio: the Past President, if any, for the term immediately after his or her President's term;
   d. Ex officio: the head of the professional staff of Informatics Europe, called henceforth the Executive Director.
2. Renewal of the three-year term is possible, but subject to the following restrictions: 
   a. It is possible to be in the BoD for at most four consecutive terms as an elected member;
   b. A fourth consecutive term is only possible if a BoD member has served as Vice-President, Treasurer or President in any of the four terms.
   c. The Past President shall not be elected to the BoD in the term immediately after his or her term as Past President.
3. The BoD sets election procedures, ensuring that each year approximately one third of the current BoD is elected or re-elected and that elected Directors remain approximately 75% from academic members. Any change to the previously existing procedures is subject to a vote of the Annual General Assembly or Extraordinary General Assembly, by at least two-thirds of the voters representing a majority of the regular members.
4. Regular members can nominate candidates for the BoD and individuals can also nominate themselves. All non-ex-officio BoD members must be affiliated at the time of their election or re-election with a regular member of Informatics Europe. BoD members then serve on their own name and may remain in the BoD, even if they leave their organization.
5. If a Board Director becomes unavailable before the expiration of his or her term, the BoD may appoint another individual to fill the vacancy until the next Annual General Assembly.
6. The BoD may declare vacant, by a majority vote of its members, the seat of any Director who misses three successive in-presence meetings or otherwise fails to comply with the duties of a Director.
7. The Directors of the Board are volunteers and are expected to cover any costs related to their attendance to Informatics Europe meetings and events, unless in exceptional circumstances.

Article 8: Governance

1. The BoD is responsible for the operation of Informatics Europe. In particular, the BoD:
   a. Represents Informatics Europe in relations with other organizations;
   b. Sets membership dues and related benefits, and manages the membership and finances of Informatics Europe;
   c. Admits or denies requests for regular and associate membership based on the motivated proposal by the Membership Committee;
   d. Decides on the specific evaluation criteria for the various kinds of membership proposed by the Membership Committee;
   e. Requests and approves membership of other organizations;
   f. Decides on the location of the Informatics Europe offices;
   g. Decides whether to hire paid professional staff;
   h. Fulfils the legal duties of Informatics Europe;
   i. Creates and dissolves organizational units of Informatics Europe;
   j. Convenes, announces to members and organizes the Annual General Assembly once a year, and any Extraordinary General Assembly;
   k. Brings any appropriate matter to the attention and vote of an Annual or Extraordinary General Assembly;
   l. Takes any Informatics Europe governance and management decision not otherwise assigned by these bylaws.
2. The BoD meets at least three times a year or more frequently, as decided by the Executive Committee. Meetings can be held in presence or virtually and their schedule is announced to Board Directors at least six months in advance.
3. All decision and votes on subjects circulated at least one week in advance are taken by simple majority of attending members. All other decisions and votes require majority of BoD members. In both cases, every non ex-officio Board Director shall have one vote.
4. The BoD presents in advance of the Annual General Assembly, and submits to its approval, a report on its activities during the past year. If the vote is negative, the BoD shall organize, within six weeks, a new election of all the non ex-officio members.
5. The President
   a. directs the meetings and other operations of the BoD;
   b. has general supervision and control over the activities and affairs of the association, subject to the control of the BoD;
   c. may sign and execute, in the name of the association, any instrument authorized by the BoD, except when the signing and execution have been expressly delegated by the BoD or by these bylaws to some other Board Director;
   d. has discretion to prescribe the duties of other Directors of the association in a manner that is consistent with the provisions of these bylaws and the directions of the BoD.
6. The Vice-Presidents
   a. in order of seniority in their role as Vice-Presidents (or in age should they have the same role seniority) perform all duties of the President, in the absence or disability of the President or in the event of a vacancy in the office of President or in the event the President refuses to act. When so acting, the Vice President shall have all the powers of, and be subjected to all the restrictions on, the President;
   b. have such other powers and perform such other duties as may be prescribed from time to time by the BoD or pursuant to these bylaws.
7. The Treasurer
   a. oversees the adequate and correct maintenance of books and records of account for the association, and ensure that these books are annually reviewed by an independent auditor;
   b. with the Executive Director reports to the General Assembly about financial condition of the association;
   c. provides a liaison between the independent auditor and the BoD.
8. The Executive Director
   a. keeps, or causes to be kept, minutes of all meetings of the BoD and of Executive Committee;
   b. keeps or causes to be kept, a record of the association's constituent member organizations and representatives, showing the names and addresses of all of them;
   c. keeps, or cause to be kept, an original or copy of these bylaws, as amended;
   d. gives, or causes to be given, notice of all meetings of the BoD, the Executive Committee and other committees of association, as required by law or by these bylaws;
   e. prepares, or causes to be prepared, an annual financial report of the association;
   f. manages the professional staff of the association;
   g. exercises such powers and performs such duties as are usually vested in the office of secretary of an association, and exercises such other powers and performs such other duties as may be prescribed from time to time by the BoD, the Executive Committee, or these bylaws.

Article 9: Duties

Each Director is expected to fulfil the following duties:

1. Getting informed about Informatics Europe (Mission, Goals, Activities, Members);
2. Attending the Annual General Assembly;
3. Attending the BoD meetings;
4. Being active in at least one of the main activities run by the association;
5. Being active in attracting new members;
6. Being active in fostering nominations for the BoD;
7. Being active in disseminating information about Informatics Europe nationally and at European level.

Article 10: Committees

1. The BoD shall have standing committees on Membership and Elections.
2. Standing committee members are appointed by the BoD for the duration of a term.
3. The BoD may establish further standing committees.
4. The composition of the Membership Committee is decided by the BoD. It has the following responsibilities:
   a. to propose the specific evaluation criteria for deciding on the various kind of membership;
   b. to prepare and submit to the BoD a proposal for acceptance or refusal of membership request.
5. The composition of the Election Committee is decided by the BoD. It has the following responsibilities:
   a. to evaluate the nominations to become member of the BoD;
   b. to propose to the BoD the ones to be brought to the vote of the Assembly.

V. Executive Committee

Article 11: Formation

1. The Executive Committee consists of: 
   a. the President
   b. two Vice Presidents
   c. the Treasurer
   d. the Executive Director
   as defined in article 7.1.
2. The President directs the meetings and other operations of the Executive Committee.
3. The Treasurer and Executive Director prepare an annual budget and propose it to the Executive Committee.

Article 12: Governance

1. The Executive Committee prepares and maintains a 3-year rolling strategic and financial plan, to be approved by the BoD.
2. The Executive Committee is responsible for the execution of the decisions taken by the BoD. In particular, the Executive Committee
   a. proposes to the BoD the hiring of paid professional staff;
   b. decides what tasks the paid professional staff of the association should perform;
   c. proposes to the BoD the creation and dissolution of organizational units of the association;
   d. sets general rules on the mode of operation of these units, such as admittance and privileges of observers;
   e. proposes the annual budget to the BoD.
3. All decision and votes are taken by simple majority of its members.

VI. Finance

Article 13: Finance

1. Informatics Europe shall be financed by its members. The fees for each membership class are set in advance by the BoD and approved during an ordinary General Assembly.
2. The finances of Informatics Europe shall be submitted annually to a revision by external accredited financial auditors.
3. The auditor’s report as well as the annual financial report and the annual budget of Informatics Europe shall be approved by at least two thirds of the regular members represented at an ordinary General Assembly.
4. In case Informatics Europe is dissolved the remaining funds shall be transferred to a tax-exempt institution, domiciled in Switzerland, with the same or similar purposes. A distribution of the remaining funds among the members is excluded.

VII. Final Provisions

Article 14: Change to these bylaws

Any change to these Bylaws must be:

1. Approved by at least two-thirds of the Board Members;
2. Submitted to the Annual General Assembly, or an Extraordinary General Assembly, at least four weeks in advance;
3. Approved by the Annual or Extraordinary General Assembly by at least two thirds of the voters, representing a majority of the regular members.

These bylaws were approved in the first General Assembly of Informatics Europe held during the 2nd European Computer Science Summit (ECSS 2006) on October 16, 2006 at the ETH Zurich, in Zurich Switzerland; and amended (with membership voting approval) on April 25 and July 30, 2011; on October 14, 2014, on July 15, 2020 and on 25 October 2022.