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Amtsgericht Bonn
To fulfil the aims of Societas Europaea
Herpetologica, as defined in paragraph 2 of the German edition of the
Statutes of May 20, 1980, and to achieve its objectives and functions,
the Council and General Meeting of the association have passed the
following by-laws:
§ 1. Membership and registration
In legal and other matters, as
well as for any financial transactions, the only regulations binding the
General Meeting and the Council are the statutory provisions and tax
regulations of the Federal Republic of Germany (as long as the
registered office remains in the Federal Republic of Germany).
§ 2. Membership
2.1. The association consists of ordinary
members, affiliated members, corporate members, sponsoring members and
honorary members.
2.2. Affiliated members are those members that do
not receive the journal "Amphibia-Reptilia"; they only receive the
association's pages as a separate and pay a reduced fee, the membership
dues minus the sum paid by SEH to the publisher.
2.3. Corporate
members pay the subscription price decided upon by the Publisher,
augmented by the amount of the membership fee coming to the association
which is decided by the General Meeting and will be equal to the amount
paid by affiliated members.
2.4. A sponsoring member may be any
ordinary member who supports the objectives and activities of the
association by an annual payment of not less than 20 times the amount of
the annual membership fee for the year concerned.
2.5. Members who
have rendered special services to the association and to herpetology may,
upon recommendation of the Council, be made honorary members by the
General Meeting.
§ 3. Rights and obligations of members
3.1.
All members will have equal rights and obligations.
3.2. Members will be entitled to:
3.2.1. participate in the General Meetings and at Congresses and
Symposia;
3.2.2. receive the publications of the association covered by the
membership fee;
3.2.3. fully explore all possibilities defined in § 2.1 of the Statutes;
3.2.4. attend and vote at all General Meetings; 3.2.5. submit written
proposals and applications to the Council, addressed to the General
Secretary.
3.3. The members shall:
3.3.1. further the objectives of the association and observe the
Statutes;
3.3.2. behave in a responsible way towards wildlife, and especially to
refrain from collecting amphibians and/or reptiles in large quantities,
or in such a way as to endanger populations, or for commercial purposes,
since such activities are incompatible with the aims of the association;
3.3.3. pay the annual membership fee by December before the year to be
covered; only honorary members will be exempt from this obligatory
payment.
3.4. Only members who have paid the annual membership fee (except
honorary members) receive the association's journal, and are entitled to
vote at General Meetings (see § 4.1 of the Statutes). In the case of
incomplete payments members receive the journal if the payment covers at
least 85% of the membership fee. The balance is to be paid together with
and in addition to the subsequent annual membership fee.
§ 4. General Meeting, Congress, Symposium
4.1.
The General Meeting represents the legislative authority of the
association.
4.2. For voting on important matters by the association, the Ordinary
General Meeting must be brought to the notice of all members by the
Council, announcing them at least three months before the meeting takes
place, observing the stipulations made in § 4.1 of the Statutes.
4.3. Extraordinary General Meetings can be convened by the Council,
when a majority of the Council or 50 or at least 1/4 of the members ask
for it in writing. Such an Extraordinary General Meeting has to be
convened within four months from the date of receipt of such a request
by the General Secretary.
4.4. The responsibility of the General Meeting will include the
following:
4.4.1. passing resolutions on the Statutes and Bye-laws;
4.4.2. passing resolutions on amendments to the Statutes and By-laws;
4.4.3. passing resolutions on all motions put to the vote;
4.4.4. election of a Chairperson of the meeting;
4.4.5. election of Council Members;
4.4.6. decisions about establishing Committees and election of
Chairpersons of those various Committees;
4.4.7. election of Auditors;
4.4.8. passing the progress report of the Council;
4.4.9. passing the Auditor's report and approving the accounts;
4.4.10. passing the progress reports of the Chairpersons of the various
Committees;
4.4.11. deciding upon the amount of the annual membership fee, and late
fees;
4.4.12. proposing next meeting venues and deciding upon them;
4.4.13. nominating honorary members;
4.4.14. passing resolutions on the dissolution of the association
according to Statutes § 9.1;
4.4.15. passing resolutions concerning threatened habitats or endangered
European reptiles and/or amphibians.
4.5. The resolutions of the General Meeting will be recorded, and the
minutes signed by the Chairperson of the meeting and the person taking
minutes.
4.6. Members attending Congresses and Symposia will be charged an
appropriate fee, and non-members a higher fee, contributing to the costs
of the Congress or Symposium. The level of the fee will be determined by
the Council. Honoraria cannot be paid.
§ 5. Council
5.1. The Council receives its authority from the
General Meeting, and will be bound by its resolutions, thus being the
executive body of the association.
5.2. The rules for the election of the Council members are as follows:
5.2.1. the members will be elected by secret ballot, the ballot will be
made separately for all vacant positions;
5.2.2. any member of the acting Council who is no longer prepared to
remain in office must inform the President and the General Secretary of
his/her intention to resign in writing or by e-mail, and must ascertain
that these have received the message; this can be achieved by sending
the message by registered mail, or by receiving a confirmation of
receipt by the General Secretary in writing or by e-mail;
5.2.3. members may be candidates themselves or nominate eligible
candidates for the various vacant offices in the Council;
5.2.4. each nomination must be accompanied by the written approval of
the nominee and his/her curriculum vitae;
5.2.5. a list of candidates should preferably be announced together with
the agenda and will be accompanied by a very short curriculum vitae of
the candidates;
5.2.6. the Council will consist of persons of different nationalities,
with no more than two persons from the same country, especially the
three co-editors must not be from the same country;
5.2.7. at every election the total number of candidates with the same
nationality eligible to the Council is 0, 1 or 2, according to whether
the numbers of members of the same nationality remaining in the Council
is respectively 2, 1 or 0;
5.2.8. the Council can be asked to resign in a written resolution to
this effect, signed by not less than 20% of the members. Such a
resolution must be sent by registered mail to the General Secretary at
least nine months before the General Meeting and must be accompanied by
a list of eligible candidates to fill the vacant offices. The resolution
must then be voted-upon by the General Meeting.
5.3. During the General Meeting the Council will appoint a person in
charge of the elections.
5.4. The arrangement of General Meetings, Congresses Symposia and the
issuing of the serial publications will be the responsibility of the
Council.
5.5. The Council will inform all members of important matters so that
they may play an active part in the activities of the association.
5.6. Every two years the Council must give an account of its
activities during its term of office to the General Meeting
5.7. The President or Vice-President must convene a Council Meeting
if so requested by a majority of the Council members and give the
reasons for calling such a meeting in writing. The Council will meet at
least once a year in order to discuss all matters at hand. The General
Secretary must record all resolutions of the Council in an adequate way
and record them in the minutes of the meeting.
§ 6. Distribution of offices among the Council members
6.1. The
President convenes and presides at the Council Meetings as well as at
the General Meetings unless otherwise provided for by the Statutes
and/or the By-laws. In consultation with the General Secretary he/she
fixes the Agenda of the Council Meetings and General Meetings.
6.2. The Vice-President will act for the President in his/her absence
and will have all his/her rights and duties.
6.3. The General Secretary, or through another member of Council of
German citizenship, will maintain official contact with the legal
authorities at the place of registration of the association, as long as
this is in Bonn. He/she will be obliged to notify the authorities
immediately of any changes in the Executive Committee (= Council). He/she
will attend to the official correspondence of the association, except
when it falls within the direct jurisdiction of other Council members.
Together with the President he/she will prepare the Council Meetings and
General Meetings, fix the Agenda and send out the letters of invitation
for Council Meetings. He/she will convene and preside at Council
Meetings if both the President and the Vice-President are prevented from
doing so. He/she will keep the records and take down the minutes during
Council Meetings. He/she will give Council's report to the General
Meeting. He/she will normally confirm new memberships in the name of the
Council.
6.4. The Vice-Secretary will act for the General Secretary in his/her
absence and will have all his/her rights and duties. He/she will be in
charge of advertising campaigns for and give information about the
association, except where this falls within the responsibility of other
Council members. He/she will be the co-ordinator for the scientific
program during General Meetings
6.5. The Treasurer will open suitable petty cash and bank accounts in
the name of the association. He/she will be obliged to maintain proper
books and keep all vouchers for income and expenditure. He/she will be
authorised to sign solely for all normal expenses up to EUR 2000, or for
greater sums resulting exclusively from members' subscription
prepayments to the journal of the association; greater amounts require
the additional signature of another member of the Council.
6.6. The Vice-Treasurer will act for the Treasurer in his/her absence
and will have all his/her rights and duties. He/she will receive
applications for membership. He/she will regularly send a list of
membership applicants to the members of the Council. When he/she does
not receive objections within two weeks after mailing, the persons on
the lists will be accepted as members. He/she shall keep the list and
files of the members in consultation with the Treasurer and co-operate
with the Co-Editors in preparing the membership list and additions to it,
for publication.
6.7. The Co-Editors are responsible for issuing the publications of
the association. The three Co-Editors act independently to a certain
degree in order to save time, energy and costs. They receive manuscripts
from the authors or from the advisory editorial board members and care
for the reviewing process. They inform each other regularly of
manuscripts presented and consult the respective other Co-Editor, if
they feel it necessary before taking a final decision on a really
doubtful paper. The First Co-Editor manages the co-operation with the
publisher and provides the composition of "Amphibia-Reptilia" issues.
The second and third Co-Editors act in his/her place if the former is
prevented from this task. Upon agreement of the Council the Co-Editors
can decide to transfer further tasks to the first Co-Editor who then
becomes the Managing Editor for all manuscripts submitted to the
publications of the association. The Council can further nominate
Associate Editors for a period of four years, with the possibility of
renomination. These will manage manuscripts in their field of expertise.
The Co-Editors further get support from the members of the advisory
editorial board whose nomination by the Council is based on their
experience and speciality for a period of four years; re-nomination is
possible. Associate Editors and Advisory Board members are not part of
the Council and have no vote at Council Meetings.
6.8. The Council is entitled, in exceptional cases, to distribute the
duties of Council members different from what is laid out in §6.1-6.7 of
the By-Laws. This can only take place upon unanimous agreement of all
Council members, and under all circumstances without hindering a proper
bookkeeping or hindering transfer of all necessary documents to new
Council members. In any case, legal responsibilities of all Council
members remain as laid out in the Statutes and By-Laws.
§ 7. Publications
7.1. The association will,
in co-operation with a publisher, publish a scientific journal with the
title "Amphibia-Reptilia". The subtitle of the journal will be "Publication
of the Societas Europaea Herpetologica". The details concerning this
journal are laid down in a contract between the association and the
publisher.
7.2. The journal is intended for the publication of original
scientific articles on herpetology, short notes and book reviews. The
editors will refuse papers from those fields that use amphibians and
reptiles only as a material for research, but which are not focused on
these groups as such and which are not of general interest for
specialists of these groups. In addition to these original articles, a
limited number of pages are reserved for news of the association.
7.3. "Amphibia-Reptilia" publishes papers in English. Each paper will
be accompanied by an English abstract and by abstracts in one or two
other languages appropriate to the subject matter of the paper. It is
possible that in the future additional publications may be issued, e.g.
monographs.
7.4. Next to "Amphibia-Reptilia", the Society publishes an online
bulletin for short notes on distribution, ecology, behaviour and
conservation of amphibians and reptiles". This bulletin is of
open-access and available from the SEH website. It is managed by two
Co-Editors which have the status of Committee Chairs and thereby the
right to vote at Council Meetings"
§ 8. Committees
The Council is authorised to set up Committees
for special purposes
§ 9. Funds
9.1. The association will derive
its funds from membership fees and donations.
9.2. No person will receive expenses, except when made for the proper
functioning of the association. Such expenses will be limited to the
amount actually spent. Payment of expenses by the Treasurer will be made
on the basis of proper receipts.
§ 10. Audit
10.1. The General Meeting will
elect two auditors. The auditors will not be re-elected immediately
after a four years' term of office. They must be appointed to the office
in such a way that the term of office of one of them overlaps with that
of the other by two years, so that only one new auditor needs be elected
at each General Meeting.
10.2. It will be the task of the auditors to examine all receipts and
payments by the association and to check whether or not any monies have
been spent in excess of the limits set by a General Meeting or by the
Council. The auditors are authorised to inspect all relevant files and
minutes that the General Secretary has in his/her possession. They also
have the right to inspect all relevant papers in the possession of the
Treasurer and the Vice-Treasurer.
10.3. The auditors will be obliged to present their report to the
General Meeting and subsequently to attach a written copy of it to the
minutes of the General Meeting.
§ 11. Status of Statutes
In law and in any
case of dispute, the only definitive version of the Statutes shall be
the German version as deposited in the County Court of Bonn, unless and
until the association is registered in another country.
As accepted by the General Meeting in Vienna on 16 September,
1981. Updated and modified at the 11th Ordinary General Business Meeting
of SEH at Zalec (Slovenia) on 15 July 2001, the 13th Ordinary General
Meeting of SEH at Bonn (Germany) on 1 October 2005, and the 14th
Ordinary General Meeting of SEH at Porto, 22 September 2007.
Statutes of the Societas Europaea Herpetologica (SEH)
§ 1 Name, Place of registration
1.1. The name of the association will be the "Societas Europaea
Herpetologica" and it is registered with the register of associations ("Vereinsregister").
1.2. The financial year will be the calendar year.
1.3. The official languages of the association will be German,
English and French.
§ 2 Aims and public utility
2.1. The association will
exclusively be concerned with aims of public utility in the sense of the
section ‘Steuerbegünstigte Zwecke‘ of the German ‘Abgabenordnung‘. The
aims and duties of the association are to support scientific research
and nature conservation in the field of herpetology, and the close
collaboration among herpetologists, especially those of Europe. This
co-operation shall be furthered by Congresses and General Meetings, by
Symposia and by the editing of publications, and by supporting efforts
directed towards the conservation of amphibians and reptiles and of
their habitats.
2.2. The association will act on a non-profit basis; any benefits can
only be used for the aims as set out in these Statutes. Members shall
not receive personal financial benefits from the association. No person
shall receive funds from the association for goals different from those
of the association, or at extraordinarily high levels.
§ 3 Membership
3.1. Membership is open to individuals and
incorporated organisations.
3.2. Membership may be obtained by application in writing or by email
to the Council. Membership only becomes effective after approval by the
Council and upon receipt of the membership fee. If the Council refuses
the application for membership, then the members of the next General
Meeting will have to agree by 2/3 majority.
3.3. Membership expires on notice of resignation, deletion, exclusion
or death.
3.3.1 Notice of resignation, which would take affect from the end of the
calendar year, must be submitted to the Council in writing three months
in advance.
3.3.2 The Council can terminate the membership of any member who is more
than one year in arrears with the payment of membership dues. He will be
advised by letter in the middle of the year.
3.3.3 The Council can terminate, by majority vote, the membership of any
member who repeatedly acts contrary to the aims of the association. Any
such member has the right of appeal to the next General Meeting,
provided such an appeal is made in writing to the Council within three
months of the Council's decision. The previously announced decision of
the General Meeting will have to be taken with 2/3 majority and will
take effect thirty days after the date of posting of the written
notification to the member. Until this time the membership is suspended.
A member excluded in this way will have no right to a refund of the
membership dues.
3.4. Membership dues will be fixed by the General Meeting.
§ 4. General Meeting
4.1. An Ordinary General Meeting must be
convened by the Council every two years in an European country. The
agenda and the financial report of the Treasurer will be published at
least three months before the meeting. Only members who have paid their
annual dues can participate. An Extraordinary General Meeting will be
convened if requested by a majority of the Council or, in writing, by
50, or at least one quarter of the members. The reasons for such a
request must be stated. Depending on the urgency, every General Meeting
will be convened by Letter or by announcement in the association's own
scientific periodical "Amphibia-Reptilia". If an Extraordinary General
Meeting has been held, the following Ordinary General Meeting can be
postponed by the Council to until two years after.
4.2. Amendments to the agenda must be decided upon by the General
Meeting at short notice.
4.3. The General Meeting will be empowered to take decisions,
irrespective on the number of members present. Unless the Statutes state
otherwise (§3.2; §3, 3.3; §8; §9.1) the General Meeting decides by
simple majority. An equal number of votes will mean rejection.
4.4. The General Meeting will be presided over by the President or
his substitute. The meeting may also elect another chairperson.
4.5. At every General Meeting minutes, will be taken and signed by
the chairperson of the meeting and the person taking the minutes. The
minutes will be distributed to all members.
§ 5 Council
5.1. The Council consists of: President,
Vice-President, General Secretary, Vice-Secretary, Treasurer,
Vice-Treasurer, First Co-Editor, Second Co-Editor, Third Co-Editor.
5.2. The members of the Council will be elected for a period of four
years, or re-elected for a period of no more than a further four years
for the same council position, with exceptions only as stated in §5.6.
Election will be by secret ballot, in writing, and separately for each
office, and will be carried by a simple majority of the members present
at a General Meeting. Members of the Council will be elected for
staggered terms, viz., Vice-President, General Secretary, Vice-Treasurer
and First and Third Co-Editor during one meeting, President,
Vice-Secretary, Treasurer and Second Co-Editor during the next.
5.3. In the sense of Article 26 of the BGB of the Federal Republic of
Germany the Executive Committee is formed by all members of the Council.
Two members of the Council can, together, always legally and
extrajudicially, represent the association.
5.4. The Council will manage the affairs of the association. It will
be bound by the decisions of the General Meeting. Council decisions will
be voted on by a simple majority of votes, which include those of the
Committee Chairs. An equal number of votes will mean rejection of the
proposal. A quorum is represented by half of the elected members of
Council. The Council can also take decisions inbetween Council Meetings
if the absolute majority of all Council members and Commitee Chairs
agree to the decision in writing or by email.
5.5. Minutes will be taken at all Council meetings and signed by the
President of that meeting and the person taking minutes.
5.6. In extraordinary cases, the General Meeting can decide upon a
prolongation of the office period of Council members by no more than one
year, to a maximum of five years, or upon an earlier termination of the
office period. This has no consequences on the duration of a possible
second office period after re-election. After a period of at least 4
years upon end of the second office period, previous council members can
be re-elected into council positions different from those they have
occupied before.
§ 6 By-laws
The Council will establish by-laws regulating the
affairs of the association. These by-laws require approval of a General
Meeting.
§ 7 Financial control
The General Meeting will elect two
Auditors for a period of two years. They will examine the accounts and
balance sheet of the association. They may not be members of the Council
and will have to present a report at every General Meeting, to be
read-out verbally at the meeting and included with the minutes.
§ 8 Changes of the Statutes
Changes of the Statutes will have
to be agreed upon by at least a two-thirds majority of the members
present at a General Meeting, provided that the proposed changes have
been notified to the members at least three months in advance.
§ 9 Dissolution of the association
9.1. The association can
only be dissolved after a decision taken at a General Meeting called for
this specific purpose, by a majority of three-quarters of the members
present.
9.2. Upon a correct decision of dissolution, the Council is obliged
to carry out the dissolution of the association according to article 48
of the BGB of the Federal Republic of Germany, and to settle any
outstanding matters. The General Meeting will be entitled to appoint
alternative liquidators.
9.3. In case of dissolution, or loss of tax exemption under German
laws ("steuerbegünstigte Zwecke"), the property of the association is to
be used for aims qualifying for such tax exemption ("steuerbegünstigte
Zwecke"). In such a case, decisions of the use of the property of the
association can only be taken upon written agreement of German tax
authorities ("Finanzamt").
The Statutes of the above mentioned association as of September 11,
1979 were registered in the register of associations ("Vereinsregister"),
on May 20, 1980, under no. VR 44492. Updated and modified at the 13th
Ordinary General Meeting of SEH at Bonn (Germany) on 1 October 2005 and
the 15th OGM at in Kusadasi (Turkeyi) on 30 September 2009.