. Statutes of the Federation of European Societies of Plant Biology

§ 1 Name, Registered Office, Financial Year

a) The Federation shall bear the name, “Federation of European Societies of Plant Biology” and shall be entered in the German Register of Associations; after such entry, the name of the Federation shall be followed by the letters “e.V.” (“Registered Association”).

b) The Registered Office of the Federation is in Freiburg, Germany. The administrative office of the Federation shall be the office of the incumbent General Secretary.

c) A Financial Year for the Federation shall mean a calendar year.

§ 2 Objective of the Federation

1) The objective of the Federation of European Societies of Plant Biology (FESPB) is to advance science, research and education in the areas of plant biology and plant science.

The said objective shall be realized, in particular, through:

• Promoting the exchange of scientific information amongst plant biologists, in general, and among European plant biologists, in particular, specifically by holding conferences and round-table discussions and by other appropriate means.
• Organizing, supporting and carrying out training programmes and also research projects on the methods and application of plant biology;
• Promoting exchanges of scientists and the publishing, or facilitating the publication, of research findings in the area of plant science.
• Supporting outstanding young scientists from its membership through research grants. Funding should serve the purposes of research exclusively. For this purpose, the Federation shall issue “Procurement Guidelines” which shall be made public.

b) The Federation is neutral in terms of politics and ethnicity.

c) The purposes of the Federation are exclusively and directly charitable, within the meaning of the Section, “Tax-Exempt Objectives”, of the German Fiscal Code.

d) The Federation is a non-profit organisation and does not primarily pursue economic objectives.

e) Funds of the Federation may only be used for statutory purposes. Members shall receive no shares in profits and, in their capacity as members, shall not receive other financial payments from the Federation. No person may be benefited by expenditure that is not related to the purposes of the Federation or through inappropriately high allowances.

§ 3 Administration and Membership

a) Members of the Federation may be natural and legal persons, societies and entities governed by public law (in particular, faculties).

The Federation shall be composed primarily of faculties and societies (societies under the German Civil Code) such as scientific societies and professional associations (hereinafter referred to as “societies”) from the field of plant biology or other societies with related interests or subgroups of such societies in Europe. On the basis of special agreements, societies outside Europe may also join the FESPB under terms and conditions that must be determined by the Executive Committee on a case-by-case basis. All members of participating societies are thus (ipso facto) members of the FESPB and shall have equal rights. Legal persons, societies and natural persons can also become members of the FESPB, upon approval of a membership application by the Executive Committee and payment of a membership fee.

b) Membership fees shall be collected from members. The amount of the annual fee and its due date shall be fixed for societies members at a Council Meeting and set out in a separate Membership Fees Schedule.

c) The Council shall approve the new admission of societies as members of the FESPB on condition that the members of the societies with the relevant application provide information and documentation about their activities to the General Secretary of FESPB in good time prior to the Council Meeting.

d) Institutions of the Federation shall be Executive Committee, the Council and the General Assembly.

e) The Council shall comprise delegates from participating societies and members of the Executive Committee. The Council may authorize a participating society to act on its behalf.

f) Each participating society shall designate one delegate and one deputy for the FESPB Council. The delegate and his/her deputy shall be nominated every two years.

g) The Council shall nominate one of its participating societies as the host Society for the next, biannual FESPB Congress. The relevant local organizer of the next FESPB Congress shall function as President of the Council and shall be named as the President in the Statutes. The relevant local organizer of the subsequent FESPB Congress shall be named as the Incoming President.

h) Insofar as the present Statutes contain no deviating provision, the Council shall make decisions by simple majority of votes cast. Abstentions shall not be counted as votes but, rather, shall be treated as absences. In the event of equal votes, the motion shall be deemed to be rejected. Only designated national delegates and Board members shall be assigned voting rights in the Council. The Council shall be capable of passing Resolutions without a specified quorum of members present.

i) It is, in principle, permissible for the Council to pass a written Resolution if the Council passing the Resolution also agrees the proceedings in writing. For casting votes in writing, a deadline must be indicated to the person entitled to voting rights, at least one week from dispatch of written notification thereof to the said person. Fax and email shall be deemed to constitute written notification. Where no reply is received by such deadline, the relevant vote shall be deemed an abstention.

§ 3 h) shall also apply to passing Resolutions.

j) The Council shall meet on a biannual basis at the FESPB Congress. Voting should, generally, take place at the Council Meeting, whereby an invitation to the Meeting shall be sent, in writing, by the Executive Committee to Council members at least three weeks prior to the Meeting, by fax, email or other written form and accompanied by the Agenda for the Meeting.

Extraordinary Council Meetings shall be convened by the Executive Committee with a notice period of at least one week, with convocation notices to be made in writing, by telephone, fax, email or other written form and accompanied by the Agenda for the Meeting. The period giving notice of a Meeting shall begin on the day following dispatch of the convocation notice. The convocation notice shall be deemed received where it is sent to the last address or email address notified to the Federation.

The Agenda shall be set by the Executive Committee. At the latest, one week prior to the date of an Ordinary Council Meeting, any Council member may write to the Board with further matters to be added to the Agenda, but not proposed changes to the Statutes. The Agenda should be compiled correspondingly by the Chair of the Meeting, before the beginning of the Council Meeting. The Council Meeting shall decide upon any applications for addition to the Agenda that are first proposed at the Council Meeting.

§ 3 h) and i) shall also apply to passing Resolutions.

k) The Council shall exercise the duties and powers contained in the present Statute, and should draw up its own Rules of Procedure. It shall contribute to setting the aims and objectives of the FESPB and their implementation.

The Council shall pass Resolutions in relation to the following:

• Elections in accordance with § 3 g;
• Accounts for the preceding period;
• Budget for the coming period;
• New admissions, to the extent that the Executive Committee is not responsible for the same;
• Criteria for FESPB awards and research grants;
• FESPB Memoranda of Understanding with other organisations in the area of plant research;
• All other items on the Agenda;
• Amendment of the Statutes (see § 11).

§ 4  Executive Committee

a) The Executive Committee shall manage the FESPB and shall comprise the President, the Incoming President, the General Secretary, the Treasurer, the Chairman of the Grants and Awards Committee and the Chairman of the Publications Committee. The Grants and Awards Committee can be divided between two Executive Committee members if required, i.e. one Chairman for the Grants Committee and one Chairman of the Awards Committee.

The Executive Committee is authorized to act on behalf of the Council and to conclude contracts during the period between Council Meetings.

The Executive Committee is responsible for all matters of the Federation, insofar as they are not allotted by the Statutes or by compulsory statutory regulations to another institution of the Federation. The Executive Committee shall conduct the ongoing business of the Federation. In addition, the Rules of Procedure shall set out the further allocation of duties to the Executive Committee.

b) The Federation shall be represented, judicially and extra-judicially, by the General Secretary, the President and the Treasurer individually (Executive Committee within the meaning of § 26 German Civil Code). By internal regulation, it is specified that the President and the Treasurer should only avail of their right of representation where the General Secretary or the General Secretary and the President are unable to do so.

c) The Executive Committee shall remain in office until the election of a new Executive Committee. Where a member of the Executive Committee stands down during the term of office, the remaining members of the Executive Committee may designate a replacement member for the remaining term of office.

d) The Executive Committee shall pass its Resolutions, in general, at Meetings of the Executive Committee, which shall be convened by the General Secretary, or in the event of incapacity of the General Secretary, by the President, in writing, by telephone, by fax, email or other written form. Prior circulation of the Agenda is not necessary. A notice period of one week shall be adhered to. The period giving notice of a Meeting shall begin on the day following dispatch of the convocation notice. The convocation notice shall be deemed received where it is sent to the last address or email address notified to the Federation.

The Executive Committee is empowered to pass Resolutions, when a quorum of at least two Board members is present. Insofar as no deviating provision exists in the present Statutes, the Executive Committee shall pass Resolutions by a simple majority of votes cast. Abstentions shall not be counted as votes but, rather, shall be treated as absences. In the event of an equal vote, the Chairman’s vote shall be the deciding vote. The Chairman shall be the General Secretary. A Minute shall be made of Resolutions of the Executive Committee, which shall be signed by the Chairman.

e) Resolutions of the Executive Committee can also be made in writing or by telephone. For prerequisites of the same, reference should be made to § 3 i) of the present Statutes.

§ 5 General Assembly

a) FESPB Congress shall be held every two years in a location chosen by the host Society and approved by the Council. Each Congress can, on the basis of a Memorandum of Understanding between the FESPB and the respective organisation, be held jointly with another European plant organisation. Non-members can participate in FESPB Congress.

b) FESPB Congress offer opportunities to present scientific findings, to discuss such findings and to hold symposia. Specific arrangements for FESPB Congress shall be at the discretion of the host Society and must be based on a Memorandum of Understanding between the FESPB and the respective organisation, where the Congress is being carried out with another European plant research organisation.

c) Financial arrangements for FESPB Congress shall be subject to the host Society; however, the FESPB can provide a financial contribution in an amount to be fixed by the Executive Committee. Registration fees for all members of participating societies must be equal and shall be at least 15% lower than fees for non-members. In order to ensure continuity and to monitor financial contributions by the FESPB, the immediate Past-President and the current Chairman of the Grant and Awards Committee shall join the Programme Committee for each Congress. Accounts should be made available to the Executive Committee for examination within six months after the Congress, in order to ensure the transparency of financial arrangements. The accounts should contain the income sources for the Congress, all expenditure and a profit and loss balance.

d) The host Society of the FESPB Congress or other meetings supporting the FESPB may reach their own agreements with publishing companies with regard to the publication of symposia reports or similar scientific activities.

e) During every FESPB Congress, the Council shall hold a General Assembly of the FESPB to be chaired by the President. The General Assembly shall be open to all Congress participants. During the General Assembly, the Executive Committee and Council shall report publicly on FESPB matters and shall provide a Report on Resolutions by the Council. 

f) The Executive Committee shall convene the General Assembly. Convocation must be effected at least three weeks before the date of the Meeting, accompanied by the Agenda, in writing or by publication on the FESPB homepage. The notice period shall begin on the date following dispatch of the convocation or publication thereof. The convocation notice shall be deemed received by the member where it is sent to the last address or email address notified to the Federation.

g) The Agenda shall be set out by the Executive Committee. At the latest, two weeks prior to the date of the General Assembly, any member may write, via his/her/its respective delegate, to the Board with further matters to be added to the Agenda, but not proposed changes to the Statutes. The Agenda should be compiled correspondingly by the Chair of the Meeting, at the beginning of the General Assembly. The General Assembly shall decide upon any applications to add to the Agenda which are first presented at the General Assembly. For an application to be accepted, a majority of three quarters of valid votes cast shall be required.

The Chair shall specify a minute-taker. Resolutions passed must be recorded in the Minutes. The Minutes shall be signed by the Chair of the Meeting and the minute-taker.

h) The General Assembly shall be capable of passing Resolutions without a specified quorum of members present. The General Assembly shall pass Resolutions, in principle, by simple majority of votes cast, to the extent that the present Statutes do not specify another majority. Abstentions shall be treated as absences. In the event of equal votes, the motion shall be deemed to be rejected.

i) The General Secretary, the Treasurer, the Chairman of the Publications Committee and the Chairman of the Grants and Awards Committee shall be elected by the General Assembly. For this purpose, three months prior to the expiry of the term of office of the existing Executive Committee members, the General Secretary shall call for new nominations for the positions of General Secretary, Treasurer, Chairman of the Publications Committee and Chairman of the Grants and Awards Committee.  Nominations should be provided to the General Secretary, at the latest, one month prior to the next FESPB Congress and shall be sent to all FESPB members electronically.

j) During the Congress, the new Executive Committee members shall be elected by the General Assembly by simple majority of FESPB members present. Alternatively, the Executive Committee may rule that the election is to be effected exclusively by an online vote. In such case, an election shall not take place during the Congress. The relevant decision shall be communicated in the convocation notice for the General Assembly. The convocation notice for the General Assembly shall also provide recipients with the election papers or instructions for an online vote.  The Executive Committee shall also inform recipients of the date on which members should provide their decision and to whom they should send the electronic vote.

k) Every Executive Committee member shall be elected for a term of office of four years and can be re-elected for a subsequent term of four years. Delegates from participating societys cannot be elected as Executive Committee members. Executive Committee members, the President and the Incoming President are ex officio ordinary Council members and shall have the right to vote.

l) The precise arrangements for all elections shall be set out in Electoral Regulations.

§ 6 Termination of membership

a) Membership shall be terminated

upon the death of the member

by voluntary resignation

by exclusion from the Federation

for legal persons, in addition, upon their dissolution.

b) Members can leave the FESPB at a Council Meeting, insofar as such members provide the General Secretary with notice of their departure at least one month prior to the Council Meeting.

c) Members who are more than two years in default of payment of annual fees may be excluded as a result of a two-thirds majority Council vote.

 § 7 Information-sharing

a) The FESPB publishes a website and an electronic newsletter (“FESPB Newsletter”) The Publications Committee is responsible for the content of the website, the newsletter and for editing, production and marketing thereof. Every participating society undertakes to inform the FESPB membership of its activities, by providing the Publications Committee with details of its activities. Every participating society also undertakes to inform the General Secretary or another designated person of changes to the membership of the respective society or changes to the contact details of the existing members and to do so immediately and in the required form.

b) Every participating society shall send all relevant circulars that it sends to its own members to a representative of all other participating societies.

§ 8 Participation in meetings of society members

All members or representatives of the FESPB may be admitted, upon proper application, to an open meeting of another participating society under the financial conditions that would also apply to a member of the latter society. Approval of presentations shall be at the discretion of the society holding the meeting.

§ 9 Central funds

An FESPB Central Fund should be created to administer membership fees, emoluments and other income. The Fund can only be used to further the objectives of the FESPB.

 § 10 Dissolution

 a) The FESPB may be dissolved at any time by a Council Meeting on the condition that two thirds of delegates are present and two thirds of the delegates present support the motion. The motion must be presented to the General Secretary at least three months prior to the Council Meeting. The General Secretary shall, in turn, inform all participating societies of such applications at least two months prior to the Council Meeting.

b) The ballot in relation to dissolution shall be effected in writing and in secret. Insofar as the Council does not resolve otherwise, the General Secretary and the Treasurer shall be jointly authorized liquidators. The present provisions shall apply where the Federation is dissolved for any other reasons or otherwise loses its legal capacity.

c) Upon dissolution of the FESPB or upon loss of its tax-privileged status, the assets of the FESPB shall be given to a public institution or other tax-privileged entity to be specified by the Council for the purpose of the advancement of science, research and education in the field of plant biology.

§ 11 Amendment of Statutes

 a)  The Council shall decide on amendments to the Statutes and changes to the objective of the Federation. FESPB Statutes can be amended at any Council Meeting. However, a precondition that more than half of all delegates must vote shall be met. The General Secretary must be informed of proposed amendments in writing and at least three months’ prior to a Council Meeting. The General Secretary shall, in turn, inform all participating societies of such applications at least two months prior to the Council Meeting.

Amendments to the Statutes may also be effected in writing with reference to the majority required as set out at § 11.

b) Amendments or supplements to the Statutes stipulated by a competent authority or the tax office shall be implemented by the Executive Committee and do not require a Council Resolution. Such amendments shall be notified to the Council, at the latest, upon invitation to the next Council Meeting.

§ 12 Regulations of the Federation

In order to implement the Statutes and for good governance of matters of the Federation and its departments, the Federation may make Regulations of the Federation. Such Regulations shall not be a component of the Statutes. Regulations shall be created upon recommendation of the Executive Committee and shall be adopted by the Council.

Version approved by FESPB Council on 19 July 2019