AEUP Bylaws

Association of European University Presses
ARTICLES of ASSOCIATION

Approved dd. 10/07/2010

ARTICLE 1
An association called the Association of European University Presses has been created under the French law of July 1st 1901 and the decree of August 16th 1901 by the members adhering to the following articles of association.

ARTICLE 2
The purpose of this Association is to develop and support relations between university presses in Europe. It will do this through cooperation and mutuality. Its objective and mission is to improve members abilities in communication, to improve their visibility, to improve their market presence and to protect and promote the distribution of knowledge and the benefits of university presses in the current economic conditions.

ARTICLE 3
Its term is unlimited.

ARTICLE 4: Registered Office
The Registered Office is located at Fondation Maison des Sciences de l’Homme, 54 Bd Raspail, 75020, Paris, France. It can be transferred by a Board decision ratified at a General Meeting.

ARTICLE 5: Composition
The Association consists of patron members, full members and associate members.

ARTICLE 6 : Admission
Any publishing organisation belonging to or clearly linked to a university, a research institute or a learned society where publications are subject to peer review may become a member. To become a member of the Association, a publisher must submit an application to the Board for approval. A document will define the membership rules and regulations.

ARTICLE 7: Members
Patron members are organisations that provide the Association with financial support. Associate and full members are those approved by the Board and who pay the annual subscription determined by the Board and ratified by the General Meeting each year. Full members are publishing organisations belonging to or formally linked to a university, a research institute or a learned society where publications are subject to peer review. Associate members are publishing organisations collaborating with a university, a research institute or a learned society where publications are subject to peer review.

ARTICLE 8: Representation
Irrespective of their status, members must be represented by their director or someone mandated by him/her.

ARTICLE 9: Expulsion and Cancellation
Membership can be ended by the member resigning and cancelling their membership. The Board may expel a member for the non-payment of subscriptions or for what is considered by the Board to be a serious misdemeanour. Prior to expulsion the member will be summoned by registered letter to appear and explain its actions.

ARTICLE 10: Resources
The Association’s resources consist of:

  1. Admission fees and subscriptions;
  2. State, regional and local government grants;
  3. French and foreign institutional and personal gifts.
  4. Sponsorship and any other type of financial contribution deemed fit by the Board

ARTICLE 11 : Board of Directors
The Association is run by a Board of 6 to 10 elected members who are elected for 3 (three) years by the General Meeting. Members of the Board are eligible for re-election. Only full members can be members of the Board. Those members obtaining the largest number of votes from those full members who are present or represented will be elected. Absent members can be represented by a member who is present and who has a written proxy. No member can have more than one proxy. Elected members are elected as individuals representing a publishing organisation. The Board can include up to two executive members who are not elected and do not have voting rights.

The Board will conduct a secret ballot to choose at least 4 (four) officers: a chairperson, one or more vice-chairpersons, a secretary (and deputy secretary, if required) and a treasurer (and deputy treasurer, if required). The positions of chairperson and treasurer can not be held simultaneously.

As a third of the Board is renewed every year, the renewal dates for members of the inaugural Board will be determined by drawing lots.

Members of the Board are eligible for re-election. However, the chairperson can only be immediately re-elected to this position once.

In the event that vacancies arise, the Board can appoint temporary replacements for its members. Their permanent replacement is decided by the subsequent General Meeting. The tenure of Board members chosen under this clause ends on the same date as would have ended the mandates of the Board members they replace.

ARTICLE 11-1: The Chairperson
The Chairperson represents the Association for all civil acts. He/she approves expenditure. He/she chairs Board meetings and General Meetings. If not available, he/she can delegate his/her authority to a Vice-chairperson.

ARTICLE 11-2: The Secretary
The Secretary prepares the minutes of Board meetings and General Meetings. He/she prepares the agenda. He/she distributes notices of meetings and the minutes. He/she submits the minutes for approval by the General Meeting.

Article 11-3: The Treasurer
The Treasurer conducts the financial transactions that have been approved by the Chairperson. He/she keeps the Association’s accounts. He/she presents the General Meeting with the operating accounts, the P & L account and the balance sheet each year. He/she submits a draft budget to the General Meeting.

ARTICLE 12: Board Meetings
The Board will meet at least twice a year at times determined by the Chairperson or at the request of a quarter of its members. Members of the Board may not receive any remuneration for the functions allocated to them. Only the refund of expenses is allowed. This will be subject to a specific decision by the Board made in the absence of the interested party. Receipts for expenses must be provided and are checked by the Board.

Decisions are made by majority voting; in the event of a tie, the Chairperson has the casting vote.
Any member of the Board who is not present for three consecutive meetings without a reasonable excuse is deemed to have resigned. Minors may not be members of the Board.

ARTICLE 13: Ordinary General Meeting
The Ordinary General Meeting is open to every member of the Association irrespective of their type of membership. The Ordinary General Meeting takes place every year in the autumn. The Ordinary General Meeting determines the subscriptions rates for two years in advance. At least two weeks before the scheduled date, the Secretary sends notice of the Ordinary General Meeting to the members. The notice contains the agenda.

The Chairperson, aided by the Board, chairs the Ordinary General Meeting and provides a report on the Association’s activities. The Treasurer provides a financial report and submits the accounts for approval by the General Meeting. Once the agenda has been completed, the Board is renewed by secret ballot. Each full member has one vote.

The Ordinary General Meeting makes decisions by majority voting by those full members who are present or represented; no one may have more than one proxy. Only those subjects contained in the agenda and diverse questions will be dealt with by the Ordinary General Meeting.

ARTICLE 14: Extraordinary General Meeting
When required or when requested by half plus one of the members, the Chairperson can call an Extraordinary General Meeting using the same procedure as described in article 12 herein.

ARTICLE 15: Internal rules
Internal rules may be decided by the Board who will then submit them to a General Meeting for approval. The aim of any such rules is to determine various points not covered by these Articles of Association, especially those related to the Association’s internal administration.

ARTICLE 16: Dissolution
If two thirds of the members present at a General Meeting decide to dissolve the Association, one or more liquidators will be named by a General Meeting and the assets, if any, will be distributed in accordance with article 9 of the French law of July 1st 1901 and the decree of August 16th 1901.

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