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Title III - Organization

Article 7

The Association is composed of two main branches: the European branch and the North American branch. Each branch is composed of Chapters. In Europe the Chapters are identical with the European countries contributing or having contributed in the past to the international budget of VKI. Alumni working in other countries may affiliate to the Chapter of a country of their choice. There are three Chapters in North America: Canada, US west of the Mississippi river, and US east of the Mississippi.

The members of each Chapter elect delegates who are by definition members of the Board of the Association. The establishment of a Chapter requires a minimum number of 10 Alumni. Alumni of countries with an insufficient number of members to form a Chapter may join together to reach this critical number to form a Chapter or may apply for membership to the Chapter of a neighbour country. Chapters with l0 to 50 members may elect 1 delegate to the Board, Chapters with 50 to 100 members 2 delegates, Chapter with 100 to 150 members 3 delegates and Chapters with more than 150 members 4 delegates.  Hence, each Chapter disposes of respectively 1, 2, 3 or 4 votes at the board meetings, independent of the number of their delegates actually present or represented at the board meeting.
The organisation of the election of the Chapter Delegates to the Board of the Association is the responsibility of the various countries.


Article 8

The delegates of all Chapters form the Board of the Association. They elect the President of the Board by simple majority of the votes for a period of 3 years after a call for candidates issued at least 3 month before the election. The candidate is re-eligible for only one second 3-years term.  The Board elects also two Vice Presidents, one is elected by delegates of the European branch and the other is elected by the North American branch. The Board also elects a Secretary and a Treasurer. The duration of the mandates of the Vice-Presidents, the Secretary and the Treasurer will be decided upon at the first board meeting.
The President together with the 2 Vice-Presidents, the Secretary and the Treasurer form the Executive Board of the Association.

The Board is fully competent to carry out the Aims of the Association. The following points are attributed to its competence:

a. Modification of the statutes.
b. Approval of the budget and annual accounts.
c. Voluntary dissolution of the Association.
d. Exclusion of a member in agreement with the Chapter of that member.
e. Other competences like the adoption of internal rules.

Article 9. Executive Committee

The following competences are attributed to the Board :
a. Nomination and revocation of the members of the Executive Board (President, Vice-Presidents, Treasurer and Secretary). As regards the Vice-Presidents they are nominated/revoked by the Chapter delegates of the respective European and American branches of the Association.
b. Approval of management of the Executive Board. 

Article 10  

The Board meets at least once a year. The meeting must be convened and presided over by the President of the Board. It is held preferably at VKI but may be held at any place specified in the notice convening the meeting.
The notice is sent by letter, fax or any other communication means, at least 3 months prior to the meeting, together with the agenda of the meeting and a Proxy-form. The agenda of the meeting is drawn up by the President of the Board. A board meeting can also be convened at the express demand of at least 1/3 of the board members.
Every 5 years the Board will call for a General Assembly of all Alumni to be held at VKI.
Because of the long travel distances the Executive Board is authorized to organize for board members unable to attend the meetings in person, virtual participation via video, webcam etc.  For the long-distance participating board members electronic voting procedures may be adopted. The exact procedures for partially or possibly fully virtual board meetings will be defined and are submitted to all board members for approval. The approval of such procedure requires the agreement of 2/3 of the board members present or represented.

Article 11

A resolution adopted by the Board is valid if and only if at least 51% of the board members are present or represented at the meeting. Any member with voting rights may be represented by another member with voting rights, provided written authorization has been given. A resolution shall be adopted by simple majority of the votes cast by those members with voting rights who are present or represented. In case of equal votes the President’s vote will be preponderant.

Article 12

The President, the Vice-Presidents, the Secretary and the Treasurer treat current affairs. The accountancy of the Association is under the direct responsibility of the Treasurer. In case the Association requests the support of the VKI accounting services it is ensured that the accounts of the Association are entirely separated from those of VKI. Important payments require the double signature of the Treasurer and the Secretary. The Secretary and the Treasurer report to the President who shall keep the Vice-Presidents informed. In case of temporary unavailability of the President, the Board will delegate the tasks of the President to one of the Vice-Presidents or the Secretary.

Article 13

Resolutions of the board meeting are recorded in a register signed by the President and kept at, and only at, the seat of the Association. A copy of the Minutes will be sent to all members of the Association.

Article 14 – Advisory Committee

The Board may set up from amongst its members and under its responsibility one or more Advisory Committees, supporting the activities outlined under Art.3.2 above. The Advisory Committee members are not obligatorily required to be board members. In such case the said committee members will be nominated Board Members for the time of their mission with consultative voting rights only. The Board describes their composition and their mission.

Article 15 - Secretariat

The tasks of the secretariat and the corresponding budget are defined by the Executive Board and approved by the Board. The work to be carried out by the secretariat requires both secretarial (website and database maintenance, promotional activities, etc.) and technical competences (set up of databases of technical content, of conference programs, assistance in research programs, etc.). All secretarial work is carried out under the direct supervision of the Secretary of the Association. The expenses for the secretariat or any other activity serving the Aims of the Association may by no means exceed the budget provided by the membership fees.
Considering that one of the objectives of the Association is to assist and support VKI in its endeavour to maintain and further develop its role of excellence in advanced and innovative research and teaching activities, VKI agrees to support the Association by providing a certain amount of secretarial work, printing and computing services. The Board will sign with VKI an agreement which defines the extent of such free services.
The Executive Board is entitled to subcontract to third parties any secretarial work not covered under the agreement with VKI.

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