TABLE OF CONTENTS
Article 7. Members
Article 8. Associate Members
Article 9. Individual members
Article 10. Sustaining Members
Article 11. New Membership
Article 12. Rights
Article 13. Obligations
Article 14. Resignation
Article 15. Participation
Article 16. Other loss of membership
Article 17. Membership liabilities
Article 18. Officers' liabilities
STATUTES OF THE EUROPEAN ACOUSTICS ASSOCIATION (EAA)
Chapter 1. Name, objectives, territorial range, duration and registered office
The European Acoustics Association (EAA) – Asociación Europea de Acústica, from hereon referred to as the ASSOCIATION, is a non-profit entity established for a period of unlimited duration, with the purpose of promoting the development of the science of acoustics, its technologies and its applications, and including in its membership the associations in European countries interested in the objectives of the ASSOCIATION.
The envisaged territorial range of the ASSOCIATION extends predominantly to European countries.
Merely for descriptive purposes and not intended in a limiting sense, the principal objectives of the ASSOCIATION can be stated as follows:
(a) To promote and spread the science of acoustics, its technologies and applications throughout Europe and the entire world.
(b) To interface with associations whose activities are related to acoustics, in order to promote development and progress of acoustics in its different aspects and applications.
(c) To establish contacts, across member associations from each country, with organisations and enterprises, both public and private, with associations, science institutions, universities, professional organisations, etc., in order to facilitate them in reaching their goals.
(d) To promote the formation of national acoustical societies in European countries where these do not exist, and to support and strengthen activities of national associations in those countries where they do exist, respecting the principle of subsidiarity.
(e) To promote acoustic research and application of corresponding technologies.
(f) To publish a European journal on acoustics, in printed as well as in electronic format.
(g) To promote and realise congresses, to publish books and monographs, and to engage in all those activities that are connected with the diffusion, promotion and development of acoustics.
(h) To establish collaboration agreements with European and international entities in order to better serve the objectives of the ASSOCIATION.
(i) To foster the exchange of knowledge, experience and initiatives present in any one of member countries, for a better development and progress of acoustics.
(j) To stimulate education activities and platforms in acoustics at all educational levels, both academic and professional.
(k) To promote and divulge the establishment and implementation of norms and recommendations in the various fields of acoustics, especially in the area of environmental acoustics, for a better quality of life.
(l) To engage, in general, in any activity that could be related, directly or indirectly, to aforementioned objectives, whenever this is considered to be the case by the Board or by the General Assembly of the ASSOCIATION.
The registered office of the ASSOCIATION is established in Madrid, Calle Serrano 144, postal code E-28006, Spain, which is also the registered office of the Sociedad Española de Acústica (SEA).
By a decision of the Board, the registered office of the ASSOCIATION could be moved within the said city, provided such a move is published in at least two daily newspapers and is communicated to all members of the ASSOCIATION as well as to the National Registry of Associations.
The administrative manner of working to be adopted by the ASSOCIATION is contained in the Law on Associations of the Spanish Government (Ley de Asociaciones del Estado Español) no. 191 of December 24, 1964.
The ASSOCIATION is a proper legal entity with full capacity for possession, acquisition and disposition of all classes of possessions, as well as for entering contractual obligations and executing all kinds of actions, without limitations other than those established in the Law.
The preferred form of communication within the ASSOCIATION and for the diffusion of information is Internet.
The Full Members that directly make up the ASSOCIATION are the national acoustical associations in European countries. They are non-profit organisations, have objectives similar to the ASSOCIATION, have a democratic organisation, and include physical persons in their association structure.
Associate Member status provides economic privileges to societies or groupings in accordance with their economic situation. An associate Member can change its status to Full Member at any time, subject to General Assembly approval under the Internal Regulations of the ASSOCIATION.
The ASSOCIATION can, in exceptional circumstances, admit physical persons as Individual Members. The conditions and the corresponding procedures to be followed will be established in the Internal Regulations of the ASSOCIATION.
Article 10. Sustaining Members
The ASSOCIATION can admit as Sustaining Members entities, institutions or enterprises that are related to the objectives and activities of the ASSOCIATION. The procedure to be followed will be established in the Internal Regulations of the ASSOCIATION, respecting the principle of subsidiarity.
The admission of new members to the ASSOCIATION shall be approved by the Board, and ratified by a majority of one half plus one of its present and represented members in the General Assembly of the ASSOCIATION.
Members of the ASSOCIATION have the right to all services of the ASSOCIATION, provided that the Member in question has fulfilled all its obligations to the ASSOCIATION.
Members must fulfil all their obligations, including the payment of annual per-capita membership contributions to the ASSOCIATION, and are also responsible for all extra payments established by the General Assembly.
Any Member of the ASSOCIATION may resign at any time, provided that an official notice thereof is given to the General Secretary at least 12 months in advance of the date on which such resignation is to take effect.
Resignation may take place only after the Member has fulfilled all obligations and has paid all dues to the ASSOCIATION.
Any Member ceasing to belong to the ASSOCIATION forfeits all rights to the ASSOCIATION’s assets.
The participation of a Member in the ASSOCIATION is in principle non-transferable. In very special cases, a Member can transfer participation in the ASSOCIATION to another non-profit association from the same country and with a similar purpose as the ASSOCIATION, but only with the approval of the General Assembly, by a majority of one half plus one of its present and represented members in the General Assembly.
Article 16. Other loss of membership
a) A Member may be expelled for failing to fulfil its obligations as set out in the legal provisions or regulations in force, in contracts or in internal regulations.
The expulsion must be approved by a qualified majority of the General Assembly comprising at least three quarters of the Members. The Member whose expulsion is voted on may not participate in the voting process.
The Member whose expulsion is requested must be notified by registered letter with acknowledgement of receipt at least twenty days before the date of the General Assembly during which a vote on expulsion is taken. The Member in question may provide any explanation it feels appropriate.
The decision by the General Assembly to expel a Member is effective forthwith and is not subject to a court decision.
b) A Member of the ASSOCIATION who no longer fulfils the conditions required to be a member of the ASSOCIATION, and Members in bankruptcy or insolvency according to the local law, shall lose their membership status, but only with the approval of a qualified majority of the General Assembly comprising at least three quarters of the Members.
Members who have resigned, have been expelled, have been dissolved, or are in bankruptcy or insolvency are not entitled to reimbursement of any amount of their contributions to the ASSOCIATION, reserves or provisions.
Voting rights and all other privileges are lost by Members whose payments are two years or more in arrears.
Chapter 3. Liabilities
Article 17. Membership liabilities
A Member Association shall not be held liable for the debts, liabilities, or other obligations of the ASSOCIATION in excess of an additional one-year’s normal per-capita membership contribution, in the sense of art. 13, to be paid by the Member Association to the ASSOCIATION.
Article 18. Officers' liabilities
Officers of the ASSOCIATION, being the members of the Board, acting in the affairs of the ASSOCIATION in good faith and with ordinary diligence and reasonable discretion, have no personal liability for the debts, liabilities or other obligations of the ASSOCIATION.
Chapter 4. Activities and products
The ASSOCIATION develops activities and products that are necessary to accomplish its objectives.
For merely descriptive purposes, some activities and products are listed:
- ACTA ACUSTICA, a bimonthly international reviewed journal on acoustics
- FORUM ACUSTICUM, a tri-annual international congress on acoustics
- EAA SYMPOSIA, locally organized international symposia on acoustics, including EURONOISE
- EAA TUTORIA, tutorial sessions on a specific acoustical topic
- DOCUMENTA ACUSTICA, an acoustical literature distribution system
- EAA INDEX, a membership directory and handbook of the EAA
- FENESTRA ACUSTICA, the internet web site of the EAA
- NUNTIUS ACUSTICUS, an electronic international acoustical newsletter
The specific objectives, function and development of each of the products will be regulated by Internal Regulations of the ASSOCIATION.
Article 20. Technical Committees
The ASSOCIATION can develop and organize Technical Committees specialized in the different fields, aspects and applications of acoustics. The functioning of such Committees will be regulated by the Internal Regulations of the ASSOCIATION, including the nomination of the Technical Committees Chairmen.
Chapter 5. Management structure and form of administration
The ASSOCIATION is directed by:
(a) The General Assembly comprising one delegate for each Member Association
(b) A Board elected by the General Assembly
Article 22. The General Assembly
The General Assembly of the ASSOCIATION is composed of the official delegates appointed by the Member Associations and will have one regular meeting each year. In the General Assembly only one delegate in representation of each Member Association has the right to vote. Delegates of Associate Member Associations also have a right to vote, except on budgetary matters.
The following business is carried out by the General Assembly:
(a) Examination of the Financial Statement presented by the Board
(b) Agreement on a budget for the following year
(c) Election of Board members
(d) Discussion of questions submitted by the Members or the Board
Board Members, Sustaining Members, and delegates representing Individual Members attend meetings of the General Assembly in an advisory capacity and without vote.
A member association whose delegation will not attend the meeting of the General Assembly can be represented by the official delegate of another member association with prior written notification to the Board. A Member who wishes to vote on an appropriate matter appearing on the agenda may send a vote in writing to the President. To be valid, it must be received prior to the meeting.
A General Assembly meeting can, with Members’ qualified approval (two-thirds of the votes issued), be held via other communication systems, such as an Internet connection. The procedure will be established by the Internal Regulations of the ASSOCIATION
The Board is responsible for conducting the ASSOCIATION’s business between General Assembly meetings, and shall have at least one regular meeting each year.
The Board is formed by a President, a Vice-president, a General Secretary, and a Treasurer. All Board Members are elected by the General Assembly for a term of three years.
The Board may fill vacancies occurring in its membership during the period between General Assembly meetings. Such a change must be ratified at the next GA meeting.
The Board election system and the Board internal functioning will be regulated by the Internal Regulations of the ASSOCIATION.
Article 24. The Executive Council
An Executive Council may be formed, comprising the Board Members, Technical Committee Chairmen, Product Managers and any such other persons that shall be appointed from time to time by the Board. The Executive Council shall have responsibility for the products and professional activities of the ASSOCIATION.
Article 25. Modifications of the Statutes
Modifications of the Statutes may be proposed by the Board or by one of the members. Such proposal must be received by the General Secretary at least three months before the date of the meeting of the General Assembly.
Alterations, amendments or modifications of the Statutes may be approved by a qualified majority of the General Assembly, with a two-thirds majority of the votes of the present and represented members in the General Assembly. Mail-in votes may be used.
Article 26. Internal Regulations of the ASSOCIATION
All matters not specifically laid down in these Statutes, may be specified and determined by the Internal Regulations of the ASSOCIATION.
Such Internal Regulations must not be in conflict with the Statutes of the ASSOCIATION.
The Internal Regulations must be proposed by the Board and approved by the General Assembly by a majority of one half plus one of its present and represented members.
The text of the Internal Regulations shall be communicated to the Members, but it is not required that any such text be included in the Statutes of the ASSOCIATION.
Chapter 6. Finances
The assets of the ASSOCIATION can consist of all kinds of possessions, and are especially made up of:
(a) Initial deposits and periodic or variable contributions brought in by member associations
(b) Subsidies that are received
(c) Incomes resulting from activities realized by the ASSOCIATION such as congresses, courses, publications, etc.
(d) Received donations and grants of any kind
(e) Legacies and inheritances
A detailed account of all income and expenses shall be kept.
To audit the ASSOCIATION accounts, the General Assembly must nominate a Controller who is either a member of the General Assembly or an independent external auditor.
Annually the Board shall formulate and approve a budget of income and operating expenses, which shall ratified by the General Assembly
Expulsion or withdrawal from the ASSOCIATION of any member association does not give it the right to reclaim investments, deposits or contributions already made.
Chapter 7. Dissolution and Liquidation
The ASSOCIATION can be dissolved by agreement of the General Assembly, or by absorption in or merger with another association. Both types of decision must be made by a qualified majority of two-thirds of the Members with voting rights of the General Assembly of the ASSOCIATION. Mail votes shall be allowed.
In the case of dissolution by General Assembly agreement, the Assembly will, by a majority of one half plus one of its present and represented members, appoint three liquidators of assets of the ASSOCIATION, and will decide to which non-profit organization with similar objectives, serving acoustical science and technology, it will render its remaining assets.
After the final balance has been approved, the liquidators appointed by the Assembly shall render the remaining assets to the organization, institute or entity designated by the Assembly
Article 33. Notification of Dissolution
The dissolution of the ASSOCIATION shall be appropriately communicated to the National Registry of Associations.
Chapter 8. Final Arrangements
The present Statutes are drawn in Spanish and English. In case of dispute as to interpretation, meaning or translation, the registered Spanish version shall be considered as the definitive.
All disputes arising from or in connection with present Statutes, or about activities or products of the ASSOCIATION, shall be finally settled under the Rules or Arbitration of the International Chamber of Commerce – ICC – by one arbitrator appointed in accordance with said Rules.