Statute

This is a shortened version of the Statute of the Registered Association as agreed on in the founding meeting on March 11th 2011.
 
Available as pdf.
 
 
 
Shortened Version of the Statute of the Registered Association
of the International Network of Engineers and Scientists
Against Proliferation
- INESAP -

Preamble
Article 1: Name, headquarters and registration
Article 2: Purpose of the Association
Article 3: Tax-exempt status
Article 4: Budget and auditing
Article 5: Membership
Article 6: Bodies of the Association
Article 7: Members’ assembly
Article 8: Board of directors
Article 9: Scientific advisory council
Article 10: Dissolution and rights to assets/funds
 
Preamble
 
A worldwide network called the International Network of Engineers and Scientists
Against Proliferation (INESAP) has existed since 1993.
The objectives of the network are to promote non-proliferation and disarmament with
regards to weapons of mass destruction and the delivery systems associated with them.
More specifically, the association’s objectives are the extension and strengthening of
existing arms control; development and support for the implementation of new
disarmament initiatives and effective and fair non-proliferation; and development of
specific steps towards a world free of nuclear weapons, especially the support for
negotiations of a nuclear weapons convention.
In its work, INESAP strives to fulfil the values set forth in the Charta of the United
Nations (maintenance of peace and international security, self-determination of
peoples, international co-operation (Art. 1)) and values equitable, international and
interdisciplinary co-operation in its members’ dealings with problems.
In affinity with this network, a registered association, vested with legal capacity, is
being founded in Germany to further INESAP objectives and worldwide activities.
 
Article 1: Name, headquarters and registration
 
1. The newly founded Association is named the International Network of Engineers and Scientists Against Proliferation (INESAP), and will be entered into the registry of associations. After being registered, the association will be designated “e.V.”
 
2. The Association’s headquarters is in Darmstadt, Germany.
 
Article 2: Purpose of the Association
 
1. The Association’s purposes are to perform direct non-profit work only, as defined in the paragraph on tax-exempt activities in the “Abgabenordnung”, or German Tax Code.
 
2. The Association’s purpose is to further scientific activities, the education of the public and an international ethos, as well as communication between peoples for the purposes of the network.
 
3. The Association is not affiliated with any political party, ethnic group or religion, and operates independently of national and economic interests.
 
4. The Association will work to fulfil the purposes as here set forth on the national and international level in the following ways:

• promoting an exchange of information and co-operation between its members
  regarding scientific-technological and conceptional questions of disarmament,
  non-proliferation, verification and international law;
• developing its own scientific expert reports and position papers;
• informing and advising political actors;
• disseminating its views in the public and in the media by means of presentations,
  conferences, teaching, and policy advice;
• making the expert opinions of its members available by publishing them with own
  means or through publicly accessible media;
• initiating and implementing scientific projects, events, study groups and research
  projects which are orientated towards the Association’s goals;
• putting on public events, especially in connection with bodies or meetings of the
  United Nations;
• awarding contracts for research;
• awarding scholarships;
• networking with persons and organisations with similar goals, and sponsoring
  joint activities.

Article 3: Tax-exempt status
 
1. The Association’s activities are non-profit; its focus is not on economic goals.

2. The Association’s funds may only be used for the purposes as set forth in these Articles.
Members shall receive no payment from the Association’s funds.
 
Sections 3-8 provide further information that is significant for the Association’s status
as a tax-exempt organisation under German law. In Section 7, the conditions for the
transfer of funds to a non-German legal entity abroad are set forth (required
individual and framework contracts; submission of proof of usage that can be
examined by the German tax authority; regular accounting reports and a final report;
conditions for the termination of funds transfers or fund reclaims, resp.).

 
Article 4: Budget and auditing
 
1.The Association receives the funds for its activities from donations and other such
payments, such as gifts, inherited funds, legacies, third-party funds, collection funds
and other such sources of income. It is the responsibility of the board of directors to ensure that the money coming from outside bodies is in line with Article 2, Sections 1–3 of these statutes.

2. Members pay membership dues. The members’ assembly decides on the amount and basis for dues calculation, allowing for differences between active members and sustaining members. For international members, economic conditions are taken into consideration. For members joining the Association after 1 July of any given year, the membership dues for that year are halved.

3. The Association’s board of directors duly records all income and expenses. The treasurer’s report for a fiscal year is drawn up by the middle of the following fiscal year at the latest; the accounts and the report are audited by an auditor selected by the members’ assembly, or by a tax advisor contracted by the Association, as soon as possible.

4. The Association’s fiscal year is the calendar year.
 
Article 5: Membership
 
1. The Association consists of

• active members,
• sustaining members and
• honorary members.

2. The following are eligible for active membership:

• scientists and engineers who feel committed to the Association’s purposes and
  goals or whose scientific, organisational or publicity work contributes to said
  purposes and goals;
• academics in other fields whose work contributes to the purposes and goals of the
  Association in a particular way;
• students who wish to work towards the fulfilment of the purposes and goals of the
  Association;
• other natural persons whose publicity work or other comparable work
  demonstrates that they have a particular interest in the goals of the Association.

3. All natural persons and legal entities are eligible for the status of sustaining member if they support the Association’s goals and provide significant funds or other assets to help fulfil said goals.
 
4. Honorary membership can be proposed by the board of directors and awarded by the members’ assembly.
 
5. The members hereby agree to

• contribute as much as possible to promoting the Association’s goals;
• follow the Statute and any additional regulations issued by the Association;
• comply with resolutions taken by the members’ assembly and with any
  instructions issued by the board of directors;
• support the purposes and goals of the Association accordingly in public situations.

6. Potential members submit a written membership application to the board of directors.
The board of directors decides whether to accept the application and informs the members’ assembly of all decisions. The members must inform the board of directors immediately of their current postal and e-mail addresses and each member must
consent to an e-mail address being disclosed as an address to which all information regarding the Association’s work can be efficiently sent; this facilitates the work of the Association’s administration.

7. Membership expires upon the death of the member (equivalent to the dissolution of a
member that is a legal entity) or when the member’s name is removed from the
membership list by the board of directors for the following reasons:

• if a member is in default of its membership dues for 24 months and fails to pay
  despite receiving a written reminder, or has failed to fulfil other financial
  obligations to the Association;
• if a member fails without explanation to inform the board of directors of its
  current postal and e-mail addresses;
• if a member leaves the Association (by means of written notification to the board
  of directors effective at year’s end);
• if the board of directors decides to expel a member from the Association with
  immediate effect.

Sections 7 and 8 set forth the Association’s expulsion proceedings in more detail, as
well as the consequences of a termination of membership.
 
 
Article 6: Bodies of the Association
 
1. The Association’s bodies are the members’ assembly, the board of directors and the scientific advisory council.
2. Members of the bodies are obligated to perform their duties with due care. In addition to the provisions of §31a of the Bürgerliches Gesetzbuch, or German Civil Code, the members of the board of directors and the advisory board shall be liable to the Association and the members only in cases of intent and/or gross negligence.
3. Should the workload of the board of directors become so great that it is no longer reasonable to expect its members to perform all their tasks on a voluntary basis, the board of directors may enter into employment contracts with suitable persons,
including individual members of the board of directors. These contracts must ensure
payment that is commensurate with standard market rates and which takes the special
conditions of non-profit work into consideration.
 
Article 7: Members' assembly
 
1. The members’ assembly is the Association’s highest-ranking body and is responsible
for decisions regarding the basics of the Association’s activities and for the matters
assigned to it in the Statute and by other bodies of the Association, including but not
limited to:

• determining the basic direction and scope of the Association’s activities;
• election or confirmation of election of the board of directors if currently
  applicable (see Article 8 Section 2);
• dismissal of the board of directors (see Article 8 Section 4);
• election or confirmation of election of the council members (see Article 9 Section
  1);
• receiving and discussion of the annual report and treasurer’s report submitted by
  the board of directors;
• receiving the report submitted by an auditor/tax advisor;
• discharging the board of directors;
• appointing a group generally to consist of two auditors and one substitute and/or a
  tax advisor, none of whom may be members of the board of directors;
• determining the amount of membership dues and/or issuing regulations regarding
  dues (see Article 4 Section 2);
• approving the budget;
• expelling members, where they have submitted an appeal within the time limit
  (see Article 5 Section 7);
• approving honorary memberships when proposed by the board of directors (see
  Article 5 Section 4).

2. At least once annually, the board of directors convenes a members’ assembly, issuing written notification stating the venue and date. If possible, the assembly takes place in the second half of the year. In general, the announcement of the assembly shall be via e-mail. Where possible, the date of the assembly is announced early, i.e. two months in advance. The agenda that has been preliminarily passed by the board of directors is
announced to the members within a notification period of one month in most cases. In
urgent cases, the notification period must be at least two weeks.
 
3. The members’ assembly shall be chaired by the president or by a third person to be appointed before the assembly by the board of directors. As an alternative, the members’ assembly elects, as its first action, an assembly chair, who in turn names a keeper of the minutes.

4. The members’ assembly is able to pass resolutions regardless of the number of members present.
 
5. Motions for resolutions in the members’ assembly can be made at any time in written form, but must be made by the date announced in the invitation at the latest, so that all motions are known to the members before the members’ assembly.
 
6. The members’ assembly may be conducted as a meeting at which all participants are physically present, or as a telephone, video, or online conference, or as a combination of different types of meeting. Members’ authorisation to participate is validated by use of a password. The members hereby agree not to disclose this information to third parties.
 
7. The members’ assembly is not open to the public in most cases. The public may be admitted to a members’ assembly in cases where there are grounds to do so.
 
8. When passing resolutions, the members’ assembly strives to reach consensus. Where this proves impossible, the members’ assembly passes resolutions with 75% of the votes cast, not counting abstentions and spoiled ballots.
In the members’ assembly, each active member has a vote; voting by proxy is not
allowed.
The chair determines how the votes are cast.
 
9. Modifications to the Statutes and the purposes of the Association, and motions regarding reorganisation, may only be passed if this proposed change was stated on the agenda as sent along with the invitation. The principles as set forth in Article 2
Sections 2 and 3 can only be changed by unanimous decision.

10. The board of directors can convene additional members’ assemblies at any time. These must be convened within three months where the interests of the Association demand it, or where at least 25% of the members request it in written statements to the board of directors, stating their purposes and reasons. The notification period is always two weeks in such cases.
 
11. The resolutions of the members’ assembly are recorded in minutes which are signed
by the chair of the assembly and by the keeper of the minutes.

Articles 6 and 8-11 contain additional detailed provisions (virtual assemblies,
ensuring the Association’s tax-exempt status, notification periods, dissemination of
protocols, deadline of four weeks for objections to the protocol).

 
Article 8: Board of directors
 
1. The board of directors consists of the president and at least three additional committee members, including a vice president. The board of directors elects the president and/or vice president from among its members, unless they have already been elected by the
members’ assembly. Only members of the Association are eligible to be on the board of directors.
 
2. The board of directors is elected by the members’ assembly for a period of two years, beginning on the date of the election. However, the board remains in office until the valid election of the next committee. Each member of the board of directors is elected individually; re-election is possible.

Section 3 contains provisions regarding the resignation of board of directors’ members.

4. The members’ assembly has the authorization to dismiss members of the board of directors for good cause; if the minimum number of members on the board of directors is no longer met, the members’ assembly must elect at least the prescribed number of new board members (constructive vote of no confidence).
 
5. The board of directors conducts the Association’s daily business, except for the tasks that are assigned by the Statute to other bodies of the Association; it implements the resolutions of the members’ assembly and manages the Association’s funds. Its tasks include, but are not limited to, the following:

• keeping proper and punctual accounting records regarding the administration and
  use of the Association’s funds, or having this task performed by persons it has
  contracted to do so;
• drawing up a budget;
• drawing up an annual report;
• convening and preparing the members’ assemblies (see Article 7 Section 2);
• determining the amount of dues to be paid by sustaining members, unless the
  members’ assembly has already done so (see Article 4 Section 2);
• deciding whether to accept membership applications (see Article 5 Sections 2 and
  3);
• deciding whether to expel members (see Article 5 Section 7);
• conducting its business so as to ensure that the Association’s status as a tax-
  exempt non-profit organisation is not in danger.

6. The board of directors has the right to determine the tasks and responsibilities of the
individual board members in internal discussions.
A member of the board of directors assumes the role of treasurer, administering the
Association’s funds, keeping proper accounting records of all income and expenses,
and producing an auditable budget report as soon as possible after the end of each
fiscal year.
 
7. The board of directors may, at any time, co-operate with members or with expert advisors, and may hire a manager to conduct daily business if the workload increases significantly, who is to be presented to the members' assembly as soon as possible.
 
8. The board of directors has the right to form committees to support its work.
 
9. Meetings of the board of directors are convened as necessary, but at least three times annually; a meeting must be convened if one of the members of the board of directors requests this and states a reason.
 
10. At meetings, the board of directors is able to pass resolutions if at least the president or vice president is present, along with half the members of the board of directors.
The provisions set forth above (Article 7 Section 8) for the members’ assembly also
apply to resolutions taken in meetings of the board of directors. Where no resolution is
possible following these proceedings, the decision is adjourned and discussed again
after the members have been given sufficient time for reflection.
 
11. As stipulated by §26 of the Bürgerliches Gesetzbuch, or German Civil Code, the Association is represented in court and outside of court by the president and other members of the board of directors. The president and vice president are authorised to represent the Association alone, whereas the other board of directors members are
authorised to represent the Association in pairs. The board of directors principally acts
upon the basis of the associations resolutions.
 
12. As regards legal assets, members of the board of directors who are legally authorised
to represent the Association require a unanimous resolution by the board of directors
to deal with all matters beyond the general daily administration of the Association’s business and which are not included in the financial planning approved by the members’ assembly.
Section 12 will set forth in further detail which cases require unanimous resolutions.
 
 
Article 9: Scientific advisory council
 
1. The members’ assembly may appoint a scientific advisory council if the board of directors so proposes. In the period between members’ assemblies, the board of directors may appoint additional council members. The election of the newly appointed members is confirmed at the next members’ assembly. The board of directors can determine the council’s tasks and work procedures in co-operation with the council’s members. These agreements may be issued in the form of operating regulations.
 
2. The scientific advisory council serves especially to promote the Association’s international network of relationships and to support, to the best of its ability, the board of directors’ tasks and the Association’s projects.
 
Article 10: Dissolution and rights to assets/funds
 
Article 10 sets forth the proceedings for a dissolution of the Association.
 
The English version of the Statute exists for informational purposes only. The German version is the sole legally binding version.