Statutes of SER-EuropeOverview and implications

ChronologyDecision of board meeting in Ghent 2008• Legal status needed for funding, contracts etc.• Location preferably Brussels (close to EC cf. other European NGO’s)

Decision of special board meeting in Ghent 2009 with Belgian Law Firm: • Legal construction as simple as possible• Easy/fast decision making• Administrative/organisational burden as low as possible

Decision of board meeting in Avignon 2010:• Enhance democratic participation

2009-2010-2011: • circulation of several draft versions• feed-back with law firm• approval by SERI + loan to pay for costs

23/12/2011: signing of notarial act with foundation of SER Europe12/06/2012: approval of SER Europe statutes by Belgian Federal Ministry of Justice

Legal Entity “SER International”

members of SER Europe

SER Europe Board

Election

BEFORE

Executive committee

SER Europe Board

Members of SER Europe

Legal Entity “SER Europe”

Election

Legal Entity “SER International”

Call for participation

NOW

Executive committee

SER Europe Board

Legal Entity “SER Europe”

Legal Entity “SER International”

Affiliate members (regular, associate, honory members)

Effective members = “General Assembly”

General M

embership

NOW

Members of SER Europe

Mechanisms incorporated to enhance democratic participation

• General Membership elects Board Members (or: Board Members represent General Membership in the NGO “SER Europe”) Any member can apply to the ExC for membership of the Board (with

motivation + necessary qualifications) ExC committed to stimulate alternation of Board Membership Board Members need to be re-elected after 4 years if they want another

term ExC will actively stimulate a balanced representation from different

regions in Europe and relevant background or expertise + possibility for members to create subchapters

• General Membership can be invited to discuss/vote for any proposal submitted by the SER Europe Board or the ExC

• Dissolution of SER Europe not possible without approval of the General Membership

GeneralitiesName: ‘European Chapter of the Society for Ecological Restoration (SER) International’ short: SER Europe

Seat: Research Institute for Nature and Forest, Kliniekstraat 25, 1070 Brussels, Belgium can be changed whenever we want

Duration:Until dissolution by the Board with a 3/4 majority of votes (AND needs to be approved by the General Membership by a majority of votes)

Mission = same as SER International

• adopt and promote the objectives of SER International in Europe;

• promote ecological restoration as a means of sustaining the diversity of life on Earth and reestablishing an ecologically healthy relationship between nature and culture;

• encourage the development of ecological restoration as: research topic scientific and technical discipline strategy for environmental management and conservation developing a mutually beneficial relationship between

human beings and the rest of nature;

In particular SER Europe wants:

• to disseminate information, • to provide expert advice, • to execute research, • to promote and organize meetings and educational programs,• to participate by itself and in collaboration with other

institutions in activities aimed to accomplish these purposes.

Including commercial and remunerative activities

Vision + strategic planning/operationalization needed !!

Functioning of the BoardNumber:At least 5

Term:4 years; re-election possible by General MembershipTerm ends by resignation, termination of membership, lack of response to meetings/calls

Meetings: In person or electronically; at least once per year

Voting: • In person, by mail, by proxy• Decision by majory of votes (2/3 for dissolution or change of

statutes); in case of tie vote: chair decides

Functioning of the BoardDuties:• Approve budgets and annual accounts• Appoint or dismiss members of the Executive Committee• Provide acquittance to members of the Executive Committee• (develop + approve) Strategic planning• Change the statutes • Dissolve the organisation• Exclude a member of SER Europe• Approve vacancies for new Board members and/or functions

and responsibilities within the Board or the Executive Committee

• Judge any proposal or document submitted to the Board by the Executive Committee

• Establish thematic SER Europe working groups or expert teams• Establish certification schemes or prizes

Functioning of the BoardDuties:• Approve educational programs, conferences or other events

organized on behalf of SER Europe• Establish regional subchapters within Europe• Approve the location and terms for office space• Submit any proposal or document to the Executive Committee

or the General Membership for information, discussion or approval.

• ….

Functioning of the Executive CommitteeElection:From and by the Board Members (not General Membership !!)

Number:At least 3 (Chair, Secretary, Treasurer)Extension possible after approval of Board (Vice-chair, European representative, Communication Officer etc…)

Term:• 4 years; re-election possible by Board for consecutive 2x4 years

(with special motion of the Board even longer if no other candidates available)• Term ends by resignation, termination of membership, lack of

response to meetings/calls, no-confidence motion by Board

Functioning of the Executive CommitteeMeetings: In person or electronically at least once per year

Voting: • In person, by mail, by proxy• Decision by majory of votes; in case of tie vote: chair decides

Duties:• manage the daily business and affairs of SER Europe • develop policy, conceptual and strategic planning, operations,

funding and relations with other organizations• Stimulate good functioning of the Board (delegation of duties)• Appoint staff• Authorize others (Board, Employees…) to represent SER Europe• Accept/Refuse donations, grants, loans

Functioning of the Executive CommitteeSigning: • Day to day administration: Chair (unless with authorization letter)• Contracts or deliverables binding SER Europe: Chair, Secretary and

Treasurer together (unless some body specific is authorized)

Duties as an NGOLegally: • Submit Annual report with activities + financial report• Report any change of Board members and ExC• Some paper work to authorize signing• Provide acquittance to Officers of the Executive Committee• Legal support may be needed (e.g. VAT regulations, insurance,…)

Operationally:• Long term strategic planning (activities, funding, communication,

collaboration, projects, working groups, membership…)• Respect time rules: All calls for meetings, voting and elections are

send at least 30 days in advance• Balanced delegation of tasks between board members• Proper project management and coordination• Avoid democratic deficit