ARTICLE I ORGANIZATION TASKS
The work and action program is to work toward and realize EUROSOLAR’s goals and objectives, and consists of, but is not limited to, the following activities:
– Public and media relations
– The Solarzeitalter magazine
– Seminars, conferences and workshops
– Member recruitment and development
– Collaboration with the Sections
– The European Solar Prize
– Shaping the work of the WCRE
– Association financesand annual budgets
– Collaboration with other organizations
ARTICLE II ¬ MEMBERSHIP of EXECUTIVE COMMITTEE
Section 1: Membership shall consist of the executive members of the Board, i.e. the President and Vice-Presidents (Art 6, paragraph 4 of the Statutes). Others can be invited to attend Executive Committee meetings by majority decision.
ARTICLE III – ANNUAL MEETING
Section 1: Annual Meeting. The date, time and place of at least one regular annual meeting shall be set by the Executive Committee at the end of the preceding year.
Section 2: Special Meetings. Special meetings may be called by the President or a 3/4 majority of the Executive Committee.
Section 3: Notice. Notice of each meeting with agendas shall be provided at least to each voting member by mail not less than ten days before the meeting.
Section 4: Quorum. A quorum must be attended by at least 75 percent of the Executive Committee (voting Board) members before business can be transacted or motions made or passed.
Section 5: Travel cost shall be covered by the national sections.
ARTICLE IV – BOARD OF DIRECTORS CONSISTING OF THE VOTING EXECUTIVE COMMITTEE PLUS NON-VOTING AND NON-EXECUTIVE MEMBERS
Section 1: Role. The Board supports the work of the Executive Committee and is responsible for overall policy and direction of EUROSOLAR and its activities.
Section 2: Delegations. The Board delegates responsibility for day-to-day operations via the Executive Committee to the EUROSOLAR General Manager who remains accountable to the Board and Executive Committee.
Section 3: Meetings. The Board shall meet at least once each year, at the predetermined and agreed time and place. Agenda items shall be structured into information, discussion and decision points, and, essential for decision points, must be accompanied by documentation adequate to the understanding and preparation by Board members.
Section 4: Notice. An official Board meeting requires that each Board member has written notice at least two weeks in advance. The agenda shall be open for finalising items for at least a week but no longer than ten days before the scheduled meeting. The final agenda and accompanying papers shall be distributed at least seven days in advance. Late items that are not on the final agenda are only allowed for decisions if they are accepted by all.
Section 5. Officers and Duties. There shall be officers of the Board consisting of President, Vice-Presidents, Treasurer and non-executive board members. Their duties are as follows:
The President or other Board members as delegated by vote shall represent and speak for Board and Association, convene regularly scheduled Board meetings, preside or arrange for other members of the Executive Board to preside at each meeting. The Secretariat’s representative, usually the General Manager, or other designated management staff, shall be responsible for keeping records of the Board of Directors actions, including overseeing the taking and archiving of minutes at all Board meetings, sending out of meeting announcements, distributing copies of minutes and the agenda to each Board member and assuring that corporate records are maintained. The General Manager may delegate these tasks to another person of his or her choice.
Section 6: Vacancies. When a vacancy on the Board exists nominations for new members may be received from present Board members by the Secretary two weeks in advance of a Board meeting. These nominations shall be sent out to the European Delegates’ Assembly (EDA) members to be voted upon at the next EDA meeting. These vacancies will be filled only to the end of the particular Board member’s term.
Section 7: Resignation, Termination and Absences. Resignation from the Board must be in writing and received by the Secretary.
Section 8: Special Meetings. Special meetings of the Board shall be called upon the request of the President or three-quarters of the Executive Committee. Notices of special meetings shall be sent out by the General Manager or delegated Secretariat staff to each Board member postmarked two weeks in advance.
ARTICLE V ¬ COMMITTEES AND BOARD SUPPORT
Section 1 The Board may create committees as needed, in keeping with the Statutes. The Executive Committee appoints all committee chairs, unless this is stipulated otherwise in the Statutes ¬ as in the case of national Trustees.
Section 2: The President and Vice-Presidents as the members of the Executive Committee are assisted by the Treasurer and Representative of the Secretariat (Secretary).
Section 3: Finance Responsibilities. The Treasurer is responsible to report on the finances. The Treasurer is responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budgets with staff for Board approval. The Executive Committee must approve the budget, and all programs and expenditures must be within the budget. Any major change in the budget must be approved by the Executive Committee. The fiscal year shall be the calendar year, and the annual or final meeting of each year shall set the budget for the following.
Annual reports are required to be submitted to the Executive Committee showing income, expenditures and pending income. Management staff shall prepare annual reports in writing on EUROSOLAR’s activities and finances. The financial records of the organization are public information and shall be made available to the membership, Board and Executive Committee members, and the public.
ARTICLE VI – AMENDMENTS
Section 1: These Bylaws may be amended when justified and necessary by a three-quarter majority of the voting Board members. Proposed amendments must be sent out with regular Board announcements.
ARTICLE VII MANAGEMENT AND RELEVANT MANAGEMENT TASKS
Section 1: the General Manager or, in case of vacancy, designated staff or Secretariat members (Management) is to be competitively selected, specifically experienced, neutral in all Board matters, and free of special interests and other association allegiances.
Section 2: Management handles operations between meetings of the Executive Committee and Board based on these bylaws. Management reports to the President and the Executive Committee in conducting its work in accordance with the Association’s goals and objectives, contributes to the financial plans and work of the head office including staff hiring procedures in keeping with Board priorities and as instructed by the Executive Committee.
12 December 2012