ECMI STATUTES

NAME AND REGISTERED OFFICE

Article 1.

  1. The name of the Foundation is: Stichting European Consortium for Mathematics in
    Industry (ECMI).
  2. The Foundation, has its registered office in Limerick, Ireland.
  3. The Foundation was established for an unspecified period of time.

PURPOSE

Article 2.

  1. The objectives of the Foundation are: to promote and support the use of
    mathematical modelling, simulation, and optimization in any activity of social or
    economic importance; to educate Industrial Mathematicians to meet the growing
    demand for such experts; to operate on a European scale.
  2. The Foundation tries to achieve its objective by means of:
    a. the training and education of mathematicians and other scientists as industrial
    applied mathematicians;
    b. the carrying out of consultative and advisory research with a view to potential and
    actual applications;
    c. the creation and maintenance of a website for consulting and advising tasks;
    d. editorial activity (books, journals, newsletter, web page, etc.)
    e. supporting universities and other scientific institutions in activities in the indicated
    area.
    f. cooperation with international organisations, which strive for the same objective as
    mentioned in Article 2 point 1;
    g. organising conferences, workshops, meetings, lectures etc.;
    e. every other legal means, which leads to the intended objective.

FINANCIAL MEANS

Article 3.

  1. The financial means of the Foundation will consist of:
    a. subsidies;
    b. contributions and/or donations by third parties;
    c. income and revenues through the Foundation’s activities;
    d. return on funds invested;
    e. gifts and legacies;
    f. other lawful revenues.

GOVERNING BODIES

Article 4.

  1. The Foundation’s governing bodies are the Council, the Executive Committee and
    the Assembly of Institutional Members.
  2. The body of the Foundation with decision-making powers is the Council. The
    executive body is the Executive Committee. The Assembly of Institutional Members is
    an advisory body.

THE COUNCIL

Article 5.

  1. The Council consists of at least five individual members.
  2. Composition of the Council, election procedure of Council members and their
    duration are left to regulations approved by the Council.
  3. If there is a vacancy that is not filled, the remaining Council members will appoint a
    successor as soon as possible.
  4. The Council will remain legally valid to act as such, notwithstanding the number of
    vacancies.
  5. Membership of the Council ends:
    a. with death, or, if the officer is a legal entity, if it ceases to exist;
    b. on the loss of the member’s right to dispose of her property;
    c. on her resignation;
    d. on her dismissal by the Council;
    e. on her dismissal by a Court of Law, according to Article 298, Book 2, of the Dutch
    Civil Code;
  6. The members of the Council receive no reward on account of their function for their
    work.

DUTIES OF THE COUNCIL

Article 6.

  1. The Council is the supreme authority of the Foundation and is charged with the
    management of the Foundation.
  2. The Council appoints from its members a President, a Vice-President, a Director, a
    Secretary and a Treasurer. The same person may be both Secretary and Treasurer or
    Secretary and Director.
  3. The President and the Vice-President are appointed for a term of three years; the
    Director, the Secretary and the Treasurer are appointed for a term of four years.
  4. The Council delegates all current affairs of the Foundation to the Executive
    Committee.
  5. The Council confirms the financial statements from the Treasurer.
  6. The Council is authorised to inspect and to have inspected all accounts, papers and
    other data carriers belonging to the Foundation.
  7. The Council decides and deals with any other matters prepared by the Executive
    Committee.
  8. The Council may create one or more committees whose tasks and competences will
    be decided by regulations at that time.
  9. The Council has the right to co-opt a person to the Council or to the existing
    committees for special reasons without election.

COUNCIL MEETINGS AND RESOLUTIONS

Article 7.

  1. Annually there will be at least one Council meeting. One of these meetings, or the
    only meeting, shall be the Annual Meeting that shall be held not later than six months
    after the end of the financial year, and in which, among other things, the financial
    report and explanatory summary shall be discussed.
  2. The notification for a Council meeting will be done by the Executive Committee, at
    least seven days before the meeting, notwithstanding the day of notification and the
    day of the meeting, by means of notification letters, e-mail or any other method
    secure enough so the ones summoned will know in time. The notification will contain,
    other than place and time of the meeting, the items that will be discussed.
  3. Council meetings are chaired by the President. In the absence of the President,
    meetings shall be chaired by the Vice-President, or, if the latter is also absent, the
    members present appoint someone to chair the meeting.
  4. The Secretary keeps the minutes of the meeting. If the Secretary is absent, a
    minute taker is appointed by the person who is chairing the meeting. The minutes are
    adopted and signed by the persons who acted as the chair and minute taker at the
    meeting. The minutes are then filed by the Secretary.
  5. Each member of the Council shall have one vote. Decisions will be by simple
    majority of votes cast, except where larger majorities are required by the Statutes or
    the applicable rules and regulations.
  6. The Council can only make valid decisions at a meeting when the majority of
    members in function are present or have a representation as specified in advance by
    the Council. If the majority of members in function are not present or represented at a
    meeting, a second meeting must be convened. At this second meeting, resolutions
    may be adopted pertaining to the subjects that were placed on the agenda of the
    initial meeting, regardless of the number of members present or represented at the
    meeting.
  7. Decisions about appointment and responsibilities among Council members will be
    taken by a majority of at least two third of the votes cast by all Council members.
  8. The Council is allowed to take decisions outside meetings, only when all members of
    the Council are given the opportunity to express their opinion by letter, e-mail or any
    other sufficiently secure method. An account will be made up by the Secretary of a
    decision taken this way, that will be enclosed in the minutes after co-signing by the
    President.
  9. All voting at a meeting will be verbal, unless the chairperson thinks a written ballot is
    desirable or if one voting member asks this before the voting. A written ballot will be
    done by unsigned, closed papers.
  10. Blank voting will be seen as not cast.
  11. Every dispute about the ballot, not covered by the Statutes, will be decided by the
    chairperson.

THE EXECUTIVE COMMITTEE

Article 8.

  1. The President, Vice-President, Executive Director, Secretary and Treasurer are
    appointed to their positions and form the Executive Committee.
  2. The Executive Committee may have co-opted members appointed by the Council.
  3. An Executive Committee member can, at any time, be dismissed or suspended by
    the Council. If suspension is not followed by dismissal within three months, the
    suspension shall end upon the expiry of that term.

DUTIES OF THE EXECUTIVE COMMITTEE

Article 9.

  1. The Executive Committee is responsible for all current affairs of the Foundation.
  2. The Executive Committee provides the Council with the details necessary for the
    performance of the Council’s duties and for exercising its authority in due time and
    furthermore to provide every member of the Council with all information pertaining to
    the affairs of the Foundation wanted by that member.
  3. The Executive Committee is not authorised to adopt any resolutions to enter into
    agreements to acquire, dispose of or encumber property subject to registration, unless
    the resolution is adopted with the prior written approval of the Council.
  4. The Executive Committee also requires the Council’s approval for adopting
    resolutions for the purpose of:
    a. granting suretyships and guarantees;
    b. entering settlement agreements or conducting legal proceedings, with the
    exception of legal proceedings concerning the collection of claims and the
    taking of precautionary measures;
    c. in general, entering into (long-term) partnerships or (long-term) financial
    obligations and/or substantial obligations involving material financial
    risks.
    d. adopting policy plans and budgets;
    e. amending the Statutes;
    f. dissolving the Foundation;
    g. adopting, amending or cancelling the Council regulations.

EXECUTIVE COMMITTEE MEETINGS AND RESOLUTIONS

Article 10.

  1. Every calendar quarter there will be at least one meeting (in person or virtually) of
    the Executive Committee.
  2. In a meeting of the Executive Committee, decisions can be made by simple majority.

THE ASSEMBLY OF INSTITUTIONAL MEMBERS

Article 11.

  1. The Institutional Members, as defined in the next point of this article, form a body of
    the Foundation called the Assembly of Institutional Members.
  2. The Institutional Members – who are not members as intended in Section 2:26 of
    the Dutch Civil Code – are those parties who are admitted as affiliated in accordance
    with requirements drawn up by the Council.
  3. The Assembly of Institutional Members has the right to give advice and the right to
    inspect the Foundation’s accounts and documents.
  4. The members of the Assembly of Institutional Members will have the right to
    suggest a person to fill a vacancy in the Council within two months of the vacancy
    arising; if the Assembly of Institutional Members fails to do so, the Council is entitled
    to fill the vacancy itself.

REPRESENTATION

Article 12.

  1. The Council represents the Foundation within the limits of these Statutes.
  2. The authority to represent the Foundation is accorded to two non-co-opted
    members of the Council acting jointly, one of which two must be the President.

FINANCIAL YEAR AND ANNUAL ACCOUNTS

Article 13.

  1. The financial year of the Foundation is equal to the calendar year.
  2. At the end of every financial year the accounts of the Foundation will be closed. The
    Treasurer will make a balance sheet and a register of income and expense over the
    concluded financial year, which annual accounts will be presented to the Council
    within six months after the financial year has ended.

RULES AND REGULATIONS

Article 14.

  1. The Council is authorised to lay down rules and regulations covering circumstances
    not detailed in the Statutes.
  2. The rules and regulations should not be in conflict with these Statutes or violate the
    law.

CHANGE OF STATUTES

Article 15.

  1. The Council is authorised to change the Statutes. The decision for this has to be
    taken with a three/fourth majority of the number of the votes cast by all members of
    the Council, without any vacancy in the Council.
  2. The change has to be by notarial deed.

DISSOLUTION AND LIQUIDATION

Article 16.

  1. The Council is authorised to dissolve the Foundation. Article 14 point 1 is applicable
    to this decision.
  2. If the Council adopts a resolution to dissolve the Foundation, the use of the balance
    after winding-up must also be decided.
  3. After dissolution, members of the council shall wind up the Foundation, unless other
    liquidators are appointed when the resolution of dissolution is adopted.
  4. After the winding-up, the accounts and papers of the dissolved Foundation shall be
    put in the custody of a person, appointed by the liquidators, for the term prescribed by
    law.
  5. For other matters, the provisions of Title 1, Book 2, of the Dutch Civil Code apply to
    the winding-up.

FINAL CLAUSE

Article 17.

In all cases not covered by both the law and these Statutes or alternatively specified
rules, the Council will decide.