Articles of Constitution of The European Mediation Network Initiative (EMNI)
As of September 29, 2007 (Inaugural General Assembly)
ARTICLE 1: NAME, LEGAL STATUS AND REGISTERED OFFICE
1. The name of the association, constituted in accordance with the Austrian Law on the Status of non-profit Associations (Bundesgesetz über Vereine [Vereinsgesetz 2002 - VerG, BGBl. I Nr. 66/2002]), is “European Mediation Network Initiative”´ (Referred to as “the Association”).
2. The Association has the legal status of a not-for-profit Association in accordance with Austrian law.
3. The Association has its registered office in Vienna, Seidlgasse 21/3/1, 1030 Wien, Austria, located in the judicial district of Vienna. It is not intended that the country that hosts the Associations registered office will have any more or less influence than any other country.
ARTICLE 2: INTERIM ASSOCIATION
The Association is an interim association. The aim is for it to be the hub of a growing network attracting members from all parts of Europe. These members will work further to shape the structure, scope and constitution of a sustainable European mediation Association.
ARTICLE 3: AIMS AND OBJECTIVES OF THE ASSOCIATION
1. The general aim of the Association is to create a sustainable European Mediation association which will serve as a meeting point for organisations interested in the use of mediation in Europe. If such an association is needed, it will be created by building consensus. EMNI aims to be a network of networks and an organisation for organisations. It aims to compliment rather than compete with existing organisations. EMNI intends to be an exchange point for pan-European information, as well as being the host of primarily cross-disciplinary European mediation conferences.
2.The Association will not discriminate against any individual or group on grounds of age, sex, ethnicity, disability or religion.
3.In the framework of the general aim, the Association will pursue the objective of supporting the development of mediation and related alternative dispute resolution methods and the establishment of mediation practices in all relevant fields of activity throughout Europe through the following activities:
Promotion of an international exchange of information, know-how and mutual support – this will be the primary activity;
Promotion of the development of effective mediation policies, services and legislation;
Exploration and development of the theoretical basis of mediation and promotion of research;
Promotion of the development of principles, ethics, standards and good practice.
4.The Association will only work on levels and with tasks that are not naturally handled by national mediation organisations or international single-disciplinary mediation organisations. It will seek to work collaboratively and in a way that compliments the work of these other organisations.
ARTICLE 4: ACTIVITIES AND PRINCIPLES OF FUNCTIONING
1. The Association will undertake all reasonable actions to further the Association’s general aim and the objectives, such as
Networking with mediation organisations and associations in Europe and beyond
Promoting dialogue among practitioners, users of mediation services, policy makers and researchers;
Raising funds for the maintenance of the Association’s tasks.
The Association may also, if resources are available, pursue more specific aims, such as
Supporting public education aimed at increasing awareness about mediation;
Lobbying European and international institutions or organisations, including the UNCITRAL, the Council of Europe, the European Union and relevant non-governmental organisations;
2. The purposes mentioned will be pursued by inter alia supporting the organisation of conferences, meetings and the publication of articles and news on the world wide web.
ARTICLE 5: PRINCIPLE OF INDEPENDENCE
The Association regards itself as an independent association, based on European values and ethics.
ARTICLE 6: LANGUAGES
The official languages of the Association will be English, German and French. Other languages may be added to this list at the discretion of the General Assembly.
ARTICLE 7: MEMBERSHIP OF THE ASSOCIATION
Members of the Association may be
mediation organisations and associations
profit and not-for profit organisations
governmental organisations, non-governmental organisations or other statutory organisations
individuals with a practice in or interest in mediation
All members require to endorse the general aim of the European Mediation Network Initiative.
Membership Rights and Obligations
2.1. Membership rights
the right of information about the Association
the right to have a voice in all matters concerning the Association
Only organisational members have the right to vote at the General Assembly
2.2. Member contributions
Members contribute to the development of the Association through
Support of the Association’s aims and activities.
Application for Membership
Applicants for membership should apply online on the webpage of the European Mediation Network Initiative. The Secretariat will issue a preliminary confirmation. The Board will in its first following meeting decide whether the applicant is to be admitted to membership.
Resignation from Membership
Members who wish to resign require to inform the Secretariat in writing.
The resignation will take effect immediately upon receipt of the written intimation by the Secretariat.
Suspension of Membership and expulsion
Membership may be suspended by the Board until the next General Assembly.
Membership may be terminated only on a motion supported by a majority of two thirds the votes at the General Assembly.
Members may be expelled when their conduct, actions or statements are found, on the basis of good evidence, to be inconsistent with the aim and objectives of the Association, or are considered to be likely to bring the Association into disrepute.
In any case of suspension or expulsion, the member concerned must be informed in writing specifying the reasons for the action taken.
Through annual dues, members provide a support that enables the Association to develop an effective mediation network.
The annual membership fees for organisations and for individuals shall be fixed by the Board.
The General Assembly has the power to instruct the Board in this matter.
ARTICLE 8: GENERAL ASSEMBLY
The General Assembly is the supreme authority of the Association.
With intervals not exceeding two years a General Assembly will be held. Each General Assembly decides the time of the next General Assembly within this time frame.
The Board shall send out notice of the General Assembly to the members at least two months before the date of the meeting. Notice may be given by email. The notice must include the draft agenda of the meeting and the deadline for submitting issues to be considered by the General Assembly.
All members have the right to meet at the General Assembly. Organisations may meet with more than one representative, but only one of these shall have the right to vote.
A member organisation that cannot attend the General Assembly may appoint another member to act as proxy on any matter to be decided by the General Assembly. Any member may only act as a proxy for a maximum of three other members.
2. The business to be conducted at the General Assembly will include:
approval of the report of the previous General Assembly;
approval of the annual report of the Board of the Association
reviewing the general policy of the European Mediation Network Initiative;
the approval of the annual accounts and budget;
the appointment of an auditor;
any membership matters;
any issues submitted by members for consideration by the General Assembly
the election and, as appropriate, the dismissal of members of the Board;
Any two or more organisational or individual members from at least two different countries may propose a resolution to the General Assembly. The General Assembly shall take a decision on the resolution. Any such resolution must reach the chair or the secretariat at the latest two calendar months before the date of the General Assembly at which they are to be considered.
3. The General Assembly shall consist of all members of the Association. Any organisational member shall be entitled to being nominated for the Board.
The intention of the General Assembly will always be to reach a consensus in any matter to be decided upon. However, in all matters, any single member may demand a vote if consensus is not reached and the decision is not postponed.
In the circumstances that a vote is required, only organisational members shall be entitle to vote. For organisations representing only one country, the weight of the vote of each such national organisational member shall depend on the number of other members from the same country. Organisations from one country will have a maximum of five votes. If the number of organisations from one country is five or less, each organisation will have one vote. To the extent their number exceeds five, the five votes are to be divided between the organisations.
A member may attend and participate in the General Assembly by telephone, email or other electronic means if such facilities are readily available and it is decided by the Board or at the previous General Assembly that such means of communication may be used.
The General Assembly will be presided over by the chair of the Association. In his/her absence, the vice-chair, or, in his/her absence, another Board member present will preside. In the absence of any member of the Board, the General Assembly shall appoint a chair from among the members present.
4. Decisions made by voting will be taken by the majority of votes, except on issues that require a qualified majority of votes.
Decisions concerning amendments to or the change of the constitution of the Association may only be taken by a majority of two thirds of the members present or represented by proxy at the General Assembly.
Changes to the aims and objectives as set out in Article 3 of this Constitution require a majority of two thirds of all members.
5. The decisions of the General Assembly shall be recorded in a report, provisionally approved by the chair and made available to all members of the Association.
6. The General Assembly may appoint committees or other working groups and may co-opt individuals to serve on such groups. Committees and working groups shall report to the Board.
7. Special General Assemblies may be convened upon the initiative of the Board or by decision of the previous General assembly. Also, a Special General Assembly shall be convened at the request in writing of one tenth of the organisational members which have paid their membership fees, stating the reason for the request and any special resolution to be put to the General Assembly. The Secretariat shall send out notice of the special General Assembly at least two months before the date of the meeting. The notice shall include the agenda of the meeting.
8. The rights to meet at a general assembly, to be nominated to the Board, to submit issues to be considered by the General Assembly or to sign a request for the convention of a Special General Assembly are reserved for members who have paid their due membership fees.
ARTICLE 9: BOARD
•The Board shall be composed of not less than ten and not more than twenty members. Each member of the Board must come from a different country.
•The number of board members is to be decided by the General Assembly. The board members are elected by the organisational members. Election of the board members shall be by simple majority vote. The board members shall perform their mandate without remuneration.
The Chair of the board shall be elected by a separate vote at the General Assembly.
The General Assembly may appoint a selection committee to make nominations for the next election of the Board. Any member can nominate candidates for election to the Board.
Immediately after the General Assembly, the Board shall elect from its members a vice-chair, a treasurer and a secretary.
Board members shall be appointed for a period of two years. Re-election of a Board member is possible. If a board member resigns between two General Assemblies, a new member of the Board may be co-opted from among the members. His/her appointment must be confirmed at the next General Assembly. If the Chair resigns between two General Assemblies, another board member may be appointed as Acting Chair if elected to the post by no less than three quarters of all the Board members. If no candidate for the position of Acting Chair achieves such support of no less than three quarters of all the Board members within one month of the resignation of the Chair, a General Assembly will be called to elect a new Chair.
The Board shall meet at least four times a year and in person at least once a year. Board meetings can be conducted via technical means of communication, provided that an effective deliberation is being ensured. If finances allow, the Association will assume the cost of travel and hotel accommodation of the Board members for one meeting per year.
Board decisions shall be taken by consensus. If consensus can not be reached, decisions will be taken by a majority vote. The chair has a casting vote. Only board members participating in the meeting of the Board may vote. A quorum will consist of two thirds of the members of the Board.
The Board will exercise all authority over the management of the Association not reserved to the General Assembly by the constitution or the law. The Board may delegate tasks and functions to any one or more members or to a mandated third party. In the latter case the tasks and functions shall be described accurately and limited in time. The Association shall be bound in a valid way with respect to third parties including financial institutions through the joint signature of the chair and the secretary or through the joint signature of two of the board members appointed for this purpose by the Board. – The Chair of the board represents the Association.
The Board will make such regulations as may be required for the implementation of an article of the constitution. Such regulations are subject to confirmation at the next General Assembly.
The decisions of the Board shall be recorded in a report, provisionally approved by the chair and sent out to all the members of the Board, and, upon request, to other members of the Association.
Between General Assembly’s, the Board can appoint committees or other working groups and can co-opt individuals to serve on such organs. The committees and working groups report to the Board.
Board members may be dismissed from their function when their conduct, action or statements are found, on the basis of good evidence, to be inconsistent with the aim and objectives of the Association, or are considered to be likely to bring the Association into disrepute. A motion to dismiss a Board member may be brought to the General Assembly on the initiative of 10 members or of a two thirds majority of the Board members. A written request to deal with this motion must be sent to any two members of the Board at the latest two months before the date of the General Assembly at which the motion should be considered. The motion must mention the reasons for dismissal of the Board member and will be needed to be supported by a two thirds majority of the General Assembly.
ARTICLE 10: EXECUTIVE COMMITTEE
The Chairman of the Board, in co-operation with an Administrator if one is appointed, is responsible for the day-to-day running of the Association. They shall form the Secretariat of the Association. The General Assembly may also decide that an Executive Committee be established. If so, the following rules will apply:
The Executive Committee shall consist of the chair, the vice-chair, the treasurer and the Secretary.
The Executive Committee shall be responsible for the day-to-day running of the Association, including the appointment of staff and the conditions of service. Members of the Executive Committee shall serve without compensation for their work on the Committee.
The Executive Committee will make decisions by a majority vote.
Apart from face-to-face meetings of the Executive Committee members discussions on matters to be decided may be conducted via communication technologies.
The chair, with the support of the Administrator, has the duty to inform the members of the Executive Committee of the agenda, the schedule of the discussions and the dates of voting.
In the event of a tie on a subject to be decided, the date of voting will be rescheduled in order to give time for a thorough consideration and reflection of the matter.
Only in the event of a tie on a matter that needs urgent decision, the chair will cast the deciding vote.
Decisions on matters of significance will be reported by the Secretary to the membership within a month of the time a decision is taken.
ARTICLE 11: ADMINISTRATOR
The Board may appoint an Administrator. An Administrator will be responsible for managing all administrative and organisational tasks of the Association as well as serving the Board.
ARTICLE 12: CONFLICT / DISPUTE MANAGEMENT
Any dispute between or among members or internal groups, or disputes with third parties shall be managed in a first attempt through peaceful negotiation and settlement and if not successful, mediation.
To arbitrate all disputes which arise out of organisational affairs alternatively the internal court of arbitration is convened. It is a “body of conciliation” in terms of the Austrian law on the status of non-profit associations and not a court of arbitration in terms of §§ 577 ff ZPO.
The court of arbitration consists of three due members of the organisation. It is founded as follows: One party of the dispute names a member as arbitrator in written form to the Board. On demand of the Board within seven days the other party of the dispute names a member of the court of arbitration on its part within 14 days. After agreement through the Board within seven days the chosen arbitrators elect a third member of the court of arbitration chairman within 14 days. In case of a tie vote decision will be made by drawing lots. The members of the court of arbitration are not allowed to be part of an organ, except the General Assembly, which deals with the matter of the dispute.
The court of arbitration comes to a judgement by simple majority after listening to both parties while all its members are present. It decides in all conscience. Its judgements are internally legal and binding.
ARTICLE 13: FUNDING
1. The Association will pursue adequate funding for its functioning through
2. Members of the Association and non-members are invited to contribute to the development of the Association through donations.
3. The Association will not accept funding by organisations or individuals whose aims are not consistent with the general aim of the European Mediation Network Initiative.
ARTICLE 14: BUDGET AND ACCOUNTS
A statement of the budget and accounts must be made available and presented for approval at every General Assembly.
The financial year of the Association runs from January 1st to December 31st.
ARTICLE 15: DISSOLUTION
1. The Association may be wound up according to the current legislation. In case of voluntary dissolution, the decision to dissolve the Association will be made by a three quarter’s majority of two consecutive General Assemblies scheduled with at least a four month interval. The final General Assembly will appoint one or more liquidators and determines their competence.
2. In case of winding up the association, the association's property shall be donated to a not-for-profit organisation with related objectives. The General Assembly will decide this issue upon advice of the Board.
ARTICLE 16: APPLICABILITY OF THE LAW
For all cases that are not provided for by the constitution, the provisions of the Austrian law on the status of non-profit associations (Bundesgesetz über Vereine (Vereinsgesetz 2002 - VerG, BGBl. I Nr. 66/2002 are applicable.