Statutes
Estonian Operational Research Society
Statutes
Approved 18.03.10
I GENERAL BY-LAWS
1.1 The Estonian Society of Operational Research, abbreviated EstORS, (later on: Society) is a sovereign voluntary non-profit public organization located in Estonian Republic, Tallinn.The name of the Society:
in Estonian – Eesti Operatsioonianalüüsi Selts (EstORS);
in English – Estonian Operational research Society (EstORS).
1.2 The society EstORS units the experts in the field of Operational Research and its applications, actively working for development of Estonian Republic as a information society. EstORS will be ruled and regulated by the present Statutes in accordance with the Constitution of the Estonian Republic as well as by pertinent Estonian Laws and Regulations (among them the Non-Profit Association Act). The Society will have the following main purposes.
1.2.1 To encourage theoretical and applied researchers in the field of operational research and to contribute to the creation of new knowledge in the Informatics and Operational Research areas from the viewpoint of Science, Technology and Innovation.
1.2.2 To participate with the other institutions in the elaboration of development policies for disciplines related to the scope of this Society
1.2.3 To promote the establishment of international contacts and stimulate further advancement of academic links and free exchange of experience between its members and of other similar scientific and professional societies belonging to this country, region and the world.
1.2.4 To promote and organize national and international meetings (conferences, seminars, exhibitions etc) related to the subjects, scope and the objectives of the Society.
1.2.5 To contribute to the distribution of scientific and academic contributions obtained by the Society and its members by advocating the achievements in the field of Operational Research by means of lectures, publishing books and papers, creating popular scientific programs using mass media.
1.2.6 To encourage the teaching of Operational Research and to this end to create funds and courses for raising the level of the skills in the field of Operational Research.
1.2.7 To keep up-to-date information about the subjects related to the speciality of the Society, in order to attain its scientific purposes and to maintain rights and interests of its members.
II CONDITIONS AND RULES OF ADMISSION TO AND EXPULSION FROM SOCIETY
2.1 Every person or juridical person who is actively working for carrying out (achieving) the goals and objectives of the Society and fulfilling the requirements of the Statutes may be a member of the Society. The member may belong to the following categories: founding members, active members, honorary members, and supporter members.
a) The founding members are those present at the Society foundation event and those who are admitted within a thirty days period following this act.
b) The active members are those who have been included in the social register after 30 days past from the Society foundation event and who have regularly complied with the obligations imposed by the Statutes.
c) The honorary members are those, attending to their merits or to relevant services given to the institution, are so judged by the General Assembly.
d) The supporter members are those who have not yet fulfilled all the requisites established to the active members.
In all cases the members may be Estonian citizen or foreigners. The decision on admittance to and a withdrawal from will be accepted by the Directive Board.
2.2 With the sole exception of honorary and the founding members present at the Society foundation event, all applications for admission to the Society must be presented in written to the Directive Board.
2.3 To withdraw from the Society the member will present an application in written for exclusion him/her from the list of the Society members.
2.4 A member of the Society may be suspended or expelled from the Society for activity which contradicts to the Statutes. A member may be expelled if:
a) the member have not timely paid dues (the registration and membership fees) during the two annual balance year or other extraordinary contributions that may be established
b) the member have not taken part in any meeting of the Society during the 3 last years.
The suspension up a maximum 6 months period can results from the performance of any act or omission which imports a grievance relevant to the Society or to the moral principles, but that as judged by the Directive Board do not merit the member expulsion.
2.5 In case of the expulsion, the membership fees are not returned to the former member. The former member may be accepted once more to the Society after one year since withdraw under the common conditions.
2.6 The suspension and expulsion will be decided by a two-third vote at an assembly of the Directive Board. The concerned member have to be notified in written at least two weeks before when this assembly will take place and this member is allowed to participate in it with right to speak.
III MEMBERS RIGHTS AND DUTIES
3.1 The rights of the members are established as follows:
1) Of all founding and active members.
a) To integrate the General Assembly with right to speak and vote;
b) To be voters and eventually candidates, to be elected to elective bodies of the Society;
c) To use the services of the Society and to receive the information on activities of the elective bodies and to withdraw from the Society;
d) To ask that a general Assembly will be convened (Chapter IV, article 4.3, item b).
2) Of all honorary and supporter members:
a) To participate in General Assembly with right to speak but with no vote;
b) To present to the Directive Board initiatives for furthering the objectives of the Society;
c) When an honorary member has also the quality of active member, his/her rights will be those established in item 1 of this Chapter.
3.2 The member of EstORS is obliged:
a) To abide by the regulations and resolutions of the Society;
b) To pay timely fees and dues as well as extraordinary contributions that might be established;
c) To make known to the directive Board his/her valid contact information for keeping in touch with the members of the Society;
3.3 Extraordinary contributions may be established only by the resolution of the general Assembly.
IV GENERAL ASSEMBLY
4.1 The General Assembly (Conference), acting in accordance with these Statutes, is the sovereign body of the Society. The General Assembly consists of all the members having the right to participate and for those having the right to vote their vote will be count equally. The General Assembly will meet with ordinary or extraordinary character, to treat exclusively the themes and items included within a previously announced agenda.
4.2 The General Assembly:
a) Accepts the Statutes, formulates the changes and amendments to the Statutes with the consent of 2/3 participants of this General Assembly;
b) Formulates the changes of purposes and basic directions of the Society with the consent of 1/10 participants of this General Assembly;
c) Elects the Directive Board for the period of three years;
d) Elects the Auditing Commission for the period of three years;
e) Determines the conditions for affairs and appoints a person from the elective bodies of the Society and his/her responsibilities to act as a representative for defining interconnections and relationship with others scientific and industrial associations, with other state and voluntary institutions.
f) Defines the rules and conditions for the administration and expropriation of assets and property belonging to the Society.
4.3 The general Assembly will be convoked by the Directive Board at least once a year:
a) to treat the annual report of activity and balance sheet;
b) in legal and any other cases, if necessary, on the demand (petition) of no less than 9/10 of the Society members.
4.4 The General Assembly will be called by the Directive Board by the publication of a notice electronically at least seven days before the date fixed for the meeting announcing the place, date and agenda of it, and by written notice of the same content personally addressed to each member at least two weeks before this meeting
4.5 The General Assembly will meet validly with the presence of half plus one of its members with voting right including those by power of attorney. In all cases the decision of the Assembly will be taken by a majority voting of the present members with the exceptions established in the Article 4.2, items a and b.
V THE DIRECTIVE BOARD
5.1 The Society will be administered and represented by the Directive (Management) Board, composed at least of one and supremely of seven members.
5.2 The members and the Chairman (the President) of the Directive Board will be appointed by the General Assembly to hold their post for three years.
5.3 The session of the Directive Board is considered competent, if no less than two third of its members are present. A decision of the Directive Board is accepted if the majority of its members being in the spot had voted for it, with the exceptions specified in Chapter II, article 2.6. In the event of tie, the President vote will count double.
5.4 Sessions of the Directive Board will be held no rare than once in half year.
5.5 The Directive Board will appoint within its members all the offices, with exception of the President. The President has all rights of the chief of the legal juridical person. He is in chair of the sessions of the Directive Board.
VI AUDITING COMMISSION
6.1 The Auditing Commission is an inspective and auditing body, composed at least of one and supremely of three members. The work of the Auditing Commission is supervised by its Chairman.
6.2 The members of the Auditing Commission will be elected by the General Assembly for the period of three years.
6.3 The Auditing Commission controls all the social assets, inspects at any time all records and other administrative aspects.
6.4 Verifies the annual balance sheet, which must be approved by the Auditing Commission before its consideration by the General Assembly.
VII ASSOCIATION, DIVISION, AND DISSOLUTION
7.1 The association, division and dissolution will be proceeding in accordance with the Laws of the Republic of Estonia.
7.2 The Society will be dissolved (liquidated) by the members of the Directive Board or by the persons appointed by the General Assembly.
7.3 If any property and assets are left after the terminating of EstORS activity, then its remaining assets will be given to a voluntary public organisation.
VIII GENERAL DISPOSITIONS
The first Directive Board and Auditing Commission, which will hold office until 6th April 2013, will be integrated by:
DIRECTIVE BOARD: PRESIDENT: Otu Vaarmann; VICE-PRESIDENT: Peep Miidla; SECRETARY: Marje Tamm; OTHER MEMBERS: Jaan Janno; Harald Kitzmann; Jaan Lellep; Toomas Meressoo;:
AUDITOR: Tiit Riismaa.