(26 January 2017)
ARTICLE I - Name
Under the name of World International Studies Committee, henceforth termed "WISC", there exists an association according to Art. 60 et seq. of the Swiss Civil Code having its seat in Zurich, Switzerland.
ARTICLE II - Purpose, Objectives and Activities
Art. II/1- Purpose
The purpose of WISC is to serve the needs and enhance the capacities of scholars, practitioners, and others around the world without regard to nationality having an interest in expanding, disseminating, and applying knowledge of global affairs and International Studies.
Art. II/2 - Objectives
The objectives for which WISC is organized shall be the advancement of research, education and dissemination in the field of International Studies. The objectives shall be exclusively educational, scholarly, and charitable. Any net earnings of WISC or any of its activities shall be devoted exclusively to such objectives, and shall not benefit any individual.
Art. II/3 - Activities
To accomplish the objectives and purposes outlined in Sections 1 and 2 WISC shall engage in any activities that support these and are in conformity with its not for profit status, including but not limited to:
- Facilitating and furthering contacts and cooperation between academic and professional associations of International Studies, International Relations and related fields;
- Furthering the creation of promoting basic, advanced, and multi-disciplinary research concerning International Relations and Global Affairs;
- Fostering, encouraging and facilitating scholarly exchange, especially between countries and/or regions with a high concentration of scholarly International Studies activities and such countries and/or regions with lower levels of scholarly activities;
- Creating and disseminating knowledge;
- Promoting the basic and continued education of students, scholars, practitioners as well as informing the general public on International Relations and Global Affairs;
- Acting in an advisory capacity to international and national authorities concerning the dynamics, challenges and management of Global Affairs;
- Collaborating with other international and national learned societies, governmental organizations, professional associations and other groups, societies, institutions and individuals who contribute to the field of International Studies.
Art. II/4 - Means
WISC shall meet its needs by membership dues and other contributions, including donations, grants, legacies and estates, earnings on publications and on property and special fundraisings and collections.
ARTICLE III - Powers
Subject to the powers exclusively reserved to the General Assembly (as per Art. V, Sec. 1 et seq.), WISC shall be represented by its Governing Board.
Acting in the name of WISC, the Governing Board is empowered to enter into contracts, to acquire property in movable and immovable goods and to do all acts and things that foster the objectives and purposes of WISC, independent of the geographical location.
ARTICLE IV - Membership
Art. IV/1- Requirements and Admission
Procedures Membership in WISC shall be open to all legal persons and partnerships without legal personality of private and public law that share the purposes of WISC and pay the dues. Natural persons may be accepted as honorary members.
There shall be no geographical restrictions to membership in WISC.
Criteria for membership shall be established by the General Assembly. Applications shall be reviewed by the Governing Board. The admission of a new member shall be made by the General Assembly upon recommendation by the Governing Board.
By submitting a file of accession to the founding assembly, the accession may be declared.
Art. IV/2 - Categories of Membership
The membership of WISC shall be divided into three (3) categories:
a.) Association Members
b.) Institutional Members
c.) Honorary Members
Art. IV/2-a - Association Members
National or regional associations of International Studies shall be considered for Association membership.
Association Members shall have full voting rights. Each Association Member has one (1) vote. Individual members of Association Members shall have the right to hold office and serve on Committees.
Dues levels and benefits associated with Association membership shall be recommended by the Governing Board and determined by the General Assembly.
Art. IV/2-b - Institutional Members
Institutions engaging in research and education in the field of International Studies shall be considered for Institutional membership. Criteria for admission to and benefits associated with Institutional membership shall be determined by the General Assembly.
Each Institutional Member has one (1) vote. Individuals associated with Institutional Members have the right to hold office and serve on Committees.
Dues levels and benefits associated with Institutional membership shall be recommended by the Governing Board and determined by the General Assemby.
Art. IV/2-c - Honorary Members
Honorary membership may be conferred upon any individual who has made contributions of exceptional merit to WISC or the field of global affairs or International Relations or Global Affairs.
Honorary members shall be proposed by the President and ratified by the Governing Board and are subject to final approval by the General Assembly. Honorary membership shall have no voting rights. Honorary members shall not pay annual dues.
Art. IV/3 - Dues
The amount of annual dues shall be determined by the General Assembly, subject to a recommendation by the Governing Board. A member shall be considered in arrears of dues if the member has failed to pay dues for one period of 12 months.
Art. IV/4 - Suspension and Resignation of Members
Any member may be suspended for non payment of dues. A member whose dues are 12 months in arrears shall be so notified by the Treasurer; if no payment is made within 60 days after official notification, the member shall be suspended; the reinstatement of membership is possible if all arrears are paid.
A member may cancel membership at any time by filing a written statement by its legal representative with the Executive Secretary. Such cancelation of membership shall not exempt the member from payment of dues owed, including dues for the current year.
ARTICLE V - Organization
The bodies of WISC shall be:
- General Assembly,
- Governing Board
Art. V/1- GENERAL ASSEMBLY
The General Assembly shall be composed of all members of WISC.
Association Members and Institutional Members shall be eligible to vote.
The ordinary meeting of the General Assembly shallbeheldonceayear. FurtherGeneral Assemblies may be held, in particular on the occasion of the main Scholarly Meetings of WISC. The General Assembly shall be called by the Governing Board in writing. Notice of all meetings shall be given to all members not later than fourty (40) days before the date fixed for the meeting. The invitation shall inform about the day, time and place of the General Assembly as well as the agenda items.
The functions of the General Assembly shall be:
- To determine dues levels and benefits of Association members and Institutional members;
- to approve Honorary membership;
- to elect and remove members of the Governing Board, the President, Treasurer and Executive Secretary;
- to discharge the members of the Governing Board;
- to elect Auditors;
- to approve the report on activities and financials submitted by the Governing Board;
- to approve the budget proposed by the Governing Board;
- to vote upon changes in these Constitution and Bylaws as recommended by the Governing Board;
- the expulsion of a member; o to dissolve WISC and to ratify the decision of the Governing Board as to the disposition of the assets of WISC after dissolution;
- to vote upon any item which is allocated to the General Assembly by law or these Constitution and Bylaws or which is brought before the General Assembly by the Governing Board;
Art. V/1-a - Passing of Resolutions and Quorum
The General Assembly may only pass resolutions upon items, which have been duly put on the agenda. If all members with voting right are present, the General Assembly may also resolve upon items, which had not been put on the agenda, unless, at least one (1) member with voting right protests.
The General Assembly works towards passing its resolutions (excluding elections) in principle by consensus. If consensus cannot be reached resolutions will be taken by simple majority of the validly cast votes, unless stated otherwise by mandatory law or these Constitution and Bylaws. Abstentions from voting and blank ballots do not count as votes. Notwithstanding the foregoing, any resolution (including such in connection with elections) to be passed by the General Assembly requires a minimum of twenty (20) percent of all members entitled to vote. Should this minimum resolution quorum not be met, a further General Assembly is to be convened at which such minimum resolution quorum does not need to be met.
The President of the Governing Board, in case of his absence another member of the Governing Board, shall act as Chairman of the General Assembly. In case of equalities of votes, the Chairman / President of the General Assembly / Governing Board has the deciding vote.
Changes to these Constitution and Bylaws require approval of at least two thirds (2/3) of the validly cast votes.
Voting may take place by show of hands, written ballot, or electronic vote; the Executive Secretary or his/her designee shall supervise voting procedures and the counting of votes.
Art. V/2 - GOVERNING BOARD
Art. V/2-a - Composition and Voting Right
The Governing Board shall consist of up to five (5) members. Each member of the Governing Board shall have the same rights. Each member has one vote.
Art. V/2-b- Duties, Competences and Rights
Subject to the powers exclusively reserved to the General Assembly, the Governing Board shall be the overall governing body of WISC and shall hold all judicial and executive functions of WISC.
The Governing Board shall have the following competences:
- the ultimate direction of WISC and the issuance of the necessary instructions;
- the determination of the organization;
- definition of the bookkeeping, the financial controlling and planning, if necessary for the management of WISC;
- to suggest the expulsion of a member;
- the appointment and revocation of persons authorized to externally represent WISC;
- the supervision of the persons entrusted with the management, in particular regarding the compliance with the laws, Constitution and Bylaws and internal regulations;
- the preparation of the annual report and the General Assembly and the execution of its resolutions;
- the notification of a judge in case of inability to pay debts (insolvency).
The Governing Board is competent to resolve upon all issues of WISC which are not expressly reserved to the General Assembly or another functional body by the law or the Constitution and Bylaws.
The Governing Board may issue organizational rules regulating the management, the necessary bodies, their functions and particularly the reporting. The Governing Board determines the persons authorized to sign and their signatory power.
Based on a shortlist of up to two (2) qualified and eligible individuals proposed by the Executive Secretary 1 year before the end of the term of the current President, the General Assembly shall elect by secret and simple majority vote one (1) individual as President.
Based on a shortlist of up to two (2) qualified and eligible individuals proposed by the President 1 year before the end of the term of the current Executive Secretary, the General Assembly shall elect by secret and simple majority vote one (1) individual as Executive Secretary.
Based on a shortlist of up to two (2) qualified and eligible individuals proposed by the President 1 year before the end of the term of the current Treasurer, the General Assembly shall elect by secret and simple majority vote one (1) individual as Treasurer.
Unless otherwise provided for by these Constitutions, the Governing Board shall pass its resolutions by a simple majority vote. In case of equalities of votes, the President shall have the deciding vote.
Art. V/2-c- Call, Presidency and Minutes
The Governing Board convenes as often as the operations require but at least once per year in person at least one (1) day prior to the General Assembly.
The Governing Board shall be called and chaired by the President.
The invitation shall be made in writing at least thirty (30) days before the date of the meeting.
Minutes shall be taken on the negotiations and the resolutions which shall be signed by the President and the Executive Secretary.
Art. V/2-d - Passing of Resolutions and Quorum
Three fifth (3/5) of the Governing Board members must be present to constitute a quorum. The members of the Governing Board may attend meetings also by telephone or electronic means.
Votes and elections shall be made open, unless the President instructs to vote or elect secretly or unless a member of the Governing Board or these Constitution and Bylaws request accordingly. Resolutions of the Governing Board on a proposed motion may also be taken in writing, by facsimile or electronic data transmission, unless a member requests oral deliberations.
The Governing Board passes its resolutions and elections by simple majority of the validly cast votes, unless stated otherwise by mandatory law or these Constitution and Bylaws. Abstentions from voting and blank ballots do not count as votes.
In votes and elections, the President shall have the deciding vote.
Art.V/2-a - Members of the Governing Board
The Governing Board shall consist of the
- Executive Secretary
- and further members, if applicable
Art.V/2-a-l-a - President
The President shall chair the Governing Board, and the General Assembly.
The term of the President shall be two (2) years. Re-election for one (1) additional term shall be possible.
Every four (4) years, the President shall propose to the General Assembly up to two (2) candidates for the office of the Executive Secretary. The first Executive Secretary will be elected by the first ordinary General Assembly.
Every four (4) years, the President shall propose to the General Assembly up to two (2) candidates for the office of the Treasurer. Notwithstanding the foregoing, the first Treasurer will be elected by the first ordinary General Assembly for a term of two (2) years.
The President shall be Chair of the Governing Board, and the General Assembly. The President shall recommend the appointment of members to standing and ad hoc Committees to the Governing Board for approval, unless otherwise stated in the Rules and Bylaws. These shall be named at the regular meetings of the Governing Board.
Art. V/2-a-l-b - Executive Secretary
The Executive Secretary shall be custodian of the corporate records, minutes and legal documents of WISC. She/ he and shall perform all duties pertinent to the office of Executive Secretary. She/ he shall be responsible for and oversee all administrative aspects of WISC, including the secretarial functions of WISC. During his or her term, the Executive Secretary shall also chair the Organizing Committee of WISC Conferences.
The Executive Secretary shall be elected by the General Assembly upon proposition by the Governing Board for a term of four (4) years. Re-election for one (1) additional term shall be possible.
Every two (2) years, the Governing Board shall, upon proposal of the Executive Secretary, propose to the General Assembly up to two (2) members for the office of the President.
Art. V/2-a-l-c - Treasurer
The Treasurer shall be responsible for and oversee all financial accounting, controlling and budgeting aspects of WISC, including fiscal matters. He or she shall keep the books of accounts of WISC, and shall present a report of its financial status semi-annually to the Governing Board and at each General Assembly. He or she shall prepare the annual report and the budget.
The Treasurer shall be elected by the General Assembly upon proposition by the Governing Board for a regular term of four (4) years. Re election shall be possible for one (1) additional term. The term of the first elected Treasurer shall only last two (2) years.
Art. V/2-a-l-d - Members of the Governing Board
Two additional members may be elected by the General Assembly upon proposition by the Governing Board for a term of three (3) years. Re-election shall be possible for one (1) additional term.
Every two (2) years, the President, Treasurer and Executive Secretary shall jointly propose to the Governing Board up to three (3) candidates for emptied positions as members of the Governing Board.
For this purpose, they shall consult the members of WISC.
Art. V/2-a-ll - Vacancies
Vacancies on the Governing Board due to disability, death, resignation, or other causes, shall be filled for the balance of the appropriate unexpired term or to the next General Assembly, whichever is earlier, by unanimous appointment of the remaining members of the Governing Board.
Art. V/3 - Committees
The Governing Board may decide to appoint any committees it deems necessary to run the affairs of WISC. Organization, competencies and responsibilities may be decided on by the Governing Board. Only individual members of WISC members in good standing are eligible to serve on appointed committees.
Art. V/4 - Auditors
Unless a regular or a restricted audit of WISC is required by law, the General Assembly elects the auditors for the period of two (2) years. Re election is admissible.
Competences, rights and obligations of the auditors are complying with the law.
ARTICLE VI - Scholarly Meetings
WISC shall hold international scholarly meetings at regular intervals.
The dates and locations as well as appropriate selection criteria shall be determined by the Governing Board.
WISC may sponsor or organize other international or regional meetings, workshops and symposia within the financial means and with approval by the General Assembly.
ARTICLE VII - Finance and Liability
The revenue of WISC is to be composed of the following elements:
- Membership dues;
- Other dues, particularly:
a) Gifts, grants, legacies and estates;
b) earnings on publications and property;
c) special fundraisings and collections.
The amount of annual dues shall be recommended by the Governing Board and determined by the General Assembly.
Members may be exempted from paying dues. Decisions on exemption shall be taken by the General Assembly upon recommendation by the Governing Board. Dues are to be paid in advance, at the latest by December 31.
The assets of WISC are exclusively liable for the obligations of WISC. A reserve liability of the members for debts of WISC is excluded.
ARTICLE VIII - Indemnification
WISC shall indemnify any current and former members of the Governing Board, employees and agents of WISC, should these persons take part of criminal, civil or administrative proceedings based on their actions for WISC, provided that they might and had to assume acting in the interest of WISC and in line with the provisions of the relevant law.
ARTICLE IX - Dissolution and Liquidation
The dissolution of WISC shall be decided by the General Assembly with the approval of at least two thirds (2/3) of the members with voting rights and of at least thirty (30) percent of all members with voting rights.
The Liquidation shall be executed by the Governing Board. The means that remains after the liquidation shall be provided for a tax-exempt institution with the same or similar purpose. Any distribution to the members is excluded.
ARTICLE X - Final Clauses
Art. X/1 - Membership Year
The Membership Year of WISC shall extend from January 1 until December 31.
Art. X/2 - Financial Year
The Financial Year of WISC shall extend from January 1 until December 31.
Art. X/3 - Commercial Register
WISC may be entered with the Commercial Register of the Canton of Zurich.
Art. X/4 - Enactment
The present Constitution and bylaws shall be enacted by approval of the General Assembly.
Approved at the Foundation Assembly of 26 January 2017 in the name and with power of attorney of the incorporation members.