Draft for the statutes

§1. Name and domicile

The name of the Association is Northern European Association for Language Technology (NEALT), and its domicile is Helsinki, Finland

§2. Objectives and activities

The NEALT is a scientific, non-profit and non-political association.

The primary goals of the NEALT are to promote and coordinate activities and communication in research, education utilization of language and speech technology in its Geographical Area which consists of Nordic countries (Finland, Sweden, Norway, Denmark including Faeroe Islands and Greenland, Iceland), Baltic countries (Estonia, Latvia, Lithuania) and Northwest Russia.

In order to achieve it goals, the NEALT may:

  • organize meetings, conferences and workshops,
  • publish newsletters, electronic or other scientific journals or book series and nominate their editorial boards,
  • establish special interest groups (SIG) and other types of networks for various topic areas within language and speech technology and
  • raise funds for covering costs of the above activities .

§3. The official language of the NEALT

The Official Language of the NEALT is English. Official calls and documents of the association will be written in English, which is also the langugage of its General Meetings. In non-official contexts, other languages of the Geographical Area may be used as needed and considered useful.

§4 Members of the NEALT

There are two kinds of members of the NEALT, regular members and supporting members.

The Board of the asssociation grants memberships on the basis of applications. Regular membership can be granted to persons

  • who are professionals in or students of language/speech technology or who have some other explicit interest in language/speech technology, and
  • who live in the Geographical Area of the NEALT or who have some explicit interest or connection to the languages specifically spoken in the Geographical Area of the association or a comparable connection, and
  • who subscribe to the goals of the association.

Regular members have a vote in the ballots and votings of the NEALT.

Supporting membership can be granted to commercial companies, associations and societies, who have an interest in language/speech technology or its application and who subscribe to the goals of the NEALT. Supporting members will have a fee, (normally higher than the fee for regular members), and supporting members have no vote in the meetings or organs of the NEALT.

Members must pay their annual `Fees`_ as decided by the General Meeting.

The Board of the association shall maintain a list of the members. The list of the members shall contain information on the name, address, e-mail address, and nationality of the members.

The membership is automatically terminated by death of the Regular Member and for juristic persons (companies and organizations) by dissolution of the company or organization.

The board of the NEALT shall expel members who have caused substantial damage to the association, who have neglected the payment of their fees for more than one year, or who have otherwise neglected their obligations to the association in a substantial way. Members will be informed about the nature of the neglect before the decision to expel will be made so that the member has time for a remedy.

Any membership can be terminated by withdrawal, (when the member announces the board about his/her/its withdraval).

Termination of a membership does not relieve the former member from dues and unpaid fees which existed before the termination.

The Board

The Board of the NEALT will consist of the at least three and at most six members, including:

  1. Chairman of the Board who is also the President of the NEALT,
  2. Vice Chairman of the Board acts as the substitute of the Chairman when he/she is not present,
  3. Vice Chairman Elect and
  4. at most three additional members.

The Board nominates one of its mebers to be the Treasurer of the association, and one (possibly the same member) to be the Secretary of the Board.

The period of the Board is two years, starting from a Biannual General Meeting to the closing of the next Biannual General Meeting. After each period, the Chairman of the Board is retires, the Vice Chairman succeeds the Chairman, and the Vice Chairman Elect succeeds the Vice Chairman. The Biannual General Meeting then elects a new Vice Chairman Elect.

Accounting Period

The Accounting Period of the association is one calendar year from January 1st to December 31st.

General Meetings of the NEALT

The Power of Decision belongs to the Members of the NEALT and it is excercised through the General Meetings of the NEALT where each Regular Member who is present in the meeting, has one vote.

The Decision of the NEALT shall be made by the Members present at the meeting.

The NEALT

President, President Elect, Vice President Elect, and from three to five ... two Auditors, and one Deputy Auditor.

The business agenda for the General Meeting shall include:

  1. Election of a Chairman for the meeting,

  2. Election of the Secretary for the meeting,

  3. Election of two persons to check the minutes,

  4. Establish the list of voters,

  5. Establish if the meeting has been properly convened,

  6. Presentation of the President's report,

  7. Presentation of the Treasurers report,

  8. Presentation of the Auditors report,

  9. Adoption of the reports and accounts,

  10. Establishing the annual membership fees for the following two years,

  11. Deciding the size of the Board and the election of the members of the Board of the NEALT as needed (including the

    Chairman who acts as the President of the association, a Vice Chairman), at least the Vice Chairman Elect, but i

  12. Election of two Auditors ((WOULD ONE BE FORMALLY POSSIBLE?)) and a deputy auditor.

6.4.11.1. President, 6.4.11.2. The Members of the Board, and Deputies, 6.4.11.3. Two Auditors, and one Deputy Auditor, 6.4.12. Other business.

§6 Wielding of Power

6.3.3. The Preliminary Programme of the annual meeting shall be distributed by the local organizers of the "NEALT Annual Meeting" nine months before the meeting.

6.3.4. In associated with the Preliminary Programme, the budget of the NEALT shall be presented to the Board. The Board shall comment the proposal to the local organizer in a month from the date of the budget proposal.

6.3.5. The members shall be informed about meetings by e-mails. Information on the meetings shall also be located on the website of the NEALT.

Comment: An announcement in a newspaper or a journal ???

6.3.6. The Final Call:

The members should be summoned on the Annual General Meeting in writing no later than sixty days (60) beforehand. The notice should include the agenda, the financial reports and the nominations to positions eligible for election. There should also be an address to attend for additional information.

Comment: Time limit???

6.3.7. The AGM is an open meeting but the right to vote is restricted. The individual members of the NEALT have the right to vote at the Annual Meetings of the NEALT. Associations, Foundations, and Companies are silent members, and they do not have the right to vote. The participants in the meetings who are not members of the NEALT do not have the right to vote.

Comment: Nomination Committee and the Chair of the Nomination Committe?

6.5. The changes of the statutes of the NEALT can only be done at the Annual Meetings.

6.6. The statutes concerning the use of the property of the NEALT can only be done at the Annual Meetings.

Comment: It can be in the statutes that the Board have the right to make decisions conerning the use of the property of the association.

6.7. Voting (under § XXX) shall be open, unless a closed ballot is requested. If voting is even, the decision shall be made by lot. Otherwise voting is open, and if the number of votes is equal, the President of the Annual General Meeting has the casting vote.

6.8. In the case that the meeting has not been organized during the period of time defined by the rules of the Association, any of the members have a right to request the call for organizing the meeting.

6.9. An additional meeting has to be organized, if the meeting of the NEALT or the Board see it necessary, or on the basis of the request of the tenth of the members. The request of organizing the additional meeting must be distributed literally. In the case that this request is not followed, the call for the meeting can be organized by the member who have requested that, and the call shall be organized by the costs of the NEALT.

6.10. Additional meeting of the authorized representatives.

The same principles shall also be followed in organizing the additional meeting of the authorized representatives.

§7 The Order of Resolution

7.1. The final resolution of the NEALT shall have the statement that has been supported by more than half of the votes.

7.2. In the case that the number of the votes is equal, the final resolution will be the statement supported by the President of the Annual General Meeting, or, if the resolution will be done in a separate situation or by post, by lot (cf. §6.7).

7.3. Changes of the statutes of the NEALT, dissolution of the NEALT, or abandon of the main part of the property of the NEALT will be done on the basis of the results of voting. The resolution will be done in accordance with the statement that is supported at least by three-quarter of the members participated in voting.

7.4. On the resolutions concerning the changes of the statutes of the NEALT, cf. "Yhdistyslaki", 27 §.

7.5. On the resolutions concerning the changes of the statutes of the NEALT which may influence on advantage or equality of the members, cf. "Yhdistyslaki", 27 §.

Kommentti: Näiden kohtien liittämisestä sääntöihin kysyn erikseen.

7.6. If the NEALT is a member of another Association, it can be defined by the statutes that the changes of the statutes of the NEALT shall be accepted by the Association which the NEALT directly or indirectly belongs to.

§8 Elections

8.1. In the elections of the AGMs, the electoral system according to which the resolution is approved by the majority decision will be followed in the case that the result of the voting is not unanimous. In the case that the voting is organized separately, or voting is organized by electronic posting, the relative electoral system is followed. All the members who have right to participate in decision making shall have right to participate in putting up candidates for election.

8.2. In the case that the majority electoral system will be followed, the person who has got the majority of the votes shall be elected.

8.3. In the case that the relative electoral system will be followed, each vote given by voters is divided between the candidates in the way that the first candidate will get one vote, the second candidate a half of a vote, the third candidate one third of a vote, etc., and the persons are elected according the number of votes they have got in voting.

Kommentti: Vaihtoehdot:

  1. ehdokaslistoja käyttäen siten, että kukin ääni annetaan ehdokaslistalle kokonaisuudessaan, jolloin kullakin ehdokaslistalla ensimmäisenä oleva saa vertausluvukseen ehdokaslistan saaman koko äänimäärän, toisena oleva puolet äänimäärästä, kolmantena oleva yhden kolmasosan äänimäärästä ja niin edelleen ja valituiksi tulevat määräytyvät ehdokkaiden vertauslukujen mukaisessa järjestyksessä;
  2. ehdokaslistoja käyttäen, mutta siten, että kukin ääni annetaan jollekin ehdokaslistassa olevalle ehdokkaalle, jolloin kullakin ehdokaslistalla ääniä eniten saanut saa vertausluvukseen ehdokaslistan saaman koko äänimäärän, toisena oleva puolet äänimäärästä, kolmantena oleva yhden kolmasosan äänimäärästä ja niin edelleen ja valituiksi tulevat määräytyvät ehdokkaiden vertauslukujen mukaisessa järjestyksessä;
  3. ehdokaslistoja käyttämättä siten, että vaalissa jokainen annettu ääni jaetaan vaalilippuun merkittyjen ehdokkaiden kesken ensimmäisenä olevan ehdokkaan saadessa yhden äänen, toisena olevan puoli ääntä, kolmantena olevan yhden kolmasosan ääntä ja niin edelleen ja valituiksi tulevat määräytyvät ehdokkaiden saamien äänien mukaisessa järjestyksessä; sekä
  4. muulla säännöissä määrätyllä tavalla.

8.4. The relative voting shall be organized by using closed ballots.

8.5. In the case that the voting will be organized separately from the General Annual Meetings or by electronic post, the NEALT has to define separate statutes that shall be followed at voting.

§9 Official Records

  1. The Chair of the meeting shall be obliged to control that the decisions made at the Annual Meetings and at the Meetings of the Board are recorded. The Minutes shall be signed by the Chair of the Meeting. The Minutes shall be checked at least by two persons (Members of the NEALT) or it must be accepted by the NEALT.
  2. In the case that the Power of Decision is used at a separate situation organized for voting, or by electronic post, the Board shall be obliged to control that the procedure used in wielding of power, counting the votes, and the results of the voting shall be recorded, and the President of the Board shall sign the Minutes.
  3. The Members of the NEALT has the right to see these records.
  4. On Voidability and Invalidation of the Decisions, and Prohibition of Execution, cf. Yhdistyslaki, § 9, § 10, and § 11.
Kommentti: näistä kysyn erikseen.

§10 The Board of the NEALT

10.1. The Board of the NEALT will consist of the President, Vice President, Vice President Elect, and from three to five vote-entitled members which all shall have a Deputy Member. The NEALT shall have one Treasurer, one Vice Treasurer, two Auditors, and one Deputy Auditor.

10.2. The President of the Board, and the Members and the Deputy Members of the Board shall be elected at the Annual General Meetings of the NEALT.

10.3. The Board shall elect among its own members a Vice-President, a Vice President Elect, a Secretary, a Treasurer, a Vice Treasurer, two Auditors, and one Deputy Auditor.

10.4. The President shall be elected for a two-year period and can be re-elected once. The Members are elected for one 2-year period and may be re-elected once. However, for the continuity of the administrative work a gradual change should be observed, e.g. a half the Members of the Board is elected in one year, and the other half in the year after.

10.5. The lowest age of the Deputies must 18 years. A company which has gone into liquidation, or whose activities are shown to be ethically unacceptable is not allowed to act as a Deputy.

10.6. The governance of the NEALT and the management of its affairs shall be vested in the Board except as limited from time to time by the AGM and except the power to amend the Constitutions of the Association.

10.7. The Board shall meet at least once per year. One of the meetings can be organized as a "telephone meeting" or an "internet meeting". The Board shall meet when convened by the President or at the request of two or more Board Members. Decisions can be made "per capsulam" if unanimously agreed by all Board Members.

10.8. In order to promote the activities of the NEALT, the Board members should work for obtaining additional funds for the society, from commercial as well-as non-commercial sources. These funds should be used for purposes mentioned under item (XXXX) of the bylaws. The Board makes the final decisions regarding allocation of such funds. These decisions should be communicated to the members through the minutes from the Board meetings and also as indicated under XX (XXXX).

10.9. The Board is the representative of the NEALT, and it shall act in the way that its work promotes the activities of the association.

10.10. Membership of the association in an upper-level organization:

The Board is the representative at the a) European-level: the European Chapter of the ACL (EACL), and b) World-level: the Association for Computational Linguistics.

10.10.1. President:

10.10.1.1. The President of the Board is elected in the Annual Meetings. The President has to be a) From Finland, or b) From of another North-Western European country (). For make this possible, the National Board for Patents and Registration in Finland shall be asked to accept an Exemption under Section 35 of the Associations Act defined below:

10.10.1.2. The President must not be deficient in power.

10.10.2. Vice President:

In the absence of the President the Vice President shall preside over meetings held by the Board or by the NEALT. If the President permanently becomes unable to perform his/her duties, the Vice President shall enter as Acting President until the next Annual General Meeting. Then the Annual General Meeting has to elect a new President for the current term.

10.10.3. Secretary:

10.10.3.1. The Secretary shall file all business correspondence and documents and keep minutes of all meetings of the NEALT.

10.10.3.2. The Secretary shall distribute notification of all the NEALT meetings, including those held by the Board, no later than 30 days before the meeting. Information on scientific meetings and the Annual General Meeting, including the agenda, should be made available to all Members no later than 60 days before the meeting.

10.10.3.3. The NEALT home page is the normal medium for transmitting information on the activities of the NEALT. In addition to this, all the calls for the Annual General Meetings, and the Agendas and Minutes of those meetings shall be sent to the Members by e-mail.

10.10.3.4. The Secretary shall keep a register showing the names, addresses, telephone numbers of all the Members, and other relevant information needed in the Membership Register. This register should be made available on request to all members. This register must not be made available for commercial purposes.

10.10.4. Treasurer:

10.10.4.1. The Treasurer shall receive all dues and grants of the organization and shall disburse the same as authorized by the Board. The financial year corresponds to the calendar year. The Treasurer shall organize the bookkeeping in such a way that the auditors easily can trace all transactions and the relevant documents related to each of the transactions. At the end of the financial year the Treasurer shall put together a profit and loss account and a balance account with necessary notes to explain all entries that are not self-explanatory. For all major items the corresponding figures from the previous year should also be available.

10.10.4.2. Elected auditors shall at least once a year examine the book keeping and the balancing account. All financial documents and protocols from the Board meetings shall be delivered to the auditors no later than four months before the Annual General Meeting, or not later than April 1, whichever comes first.

10.10.4.3. The Treasurer shall prepare a budget for the coming financial year to be presented at the Annual Meeting.

10.10.4.4. If the Board sets up special funds the Treasurer should provide a special report on each of these. The report should include the purpose of the fund, the origin of the assets, the terms for the assets, and how the assets have been used and/or managed.

10.10.5. The Members of the Board:

10.10.5.1. The Board of the NEALT should actively pay attention to the necessity to have a fair distribution with regard to gender, age, speciality and geography. A long term planning is therefore necessary.

10.10.5.2. The Board shall inform the Members how to pay the annual fee and the latest day for such a payment. The payment is in national currency, corresponding to the amount of Euro decided at the Annual Meetings. Exchange rate should be the official one at the date of transaction.

10.10.5.3. The Board shall actively work for the Association within their regions, disseminate information about the Association and its objectives, and recruit new members. The Board shall also actively work for NEALT in organizing meetings in their respective countries. Communication with the Membership should follow the same rules as described in 9.5.

10.10.5.4. The Members of the Board and their Deputies should keep in close contact and all the internal documents of the NEALT sent to the Members of the Board should also be made available to the Deputies. The Deputies should be encouraged participating in all Board meetings, but they do not have the voting right unless he/she is present as the Official Member.

10.10.5.5. One of the National Representatives (usually the Secretary) is appointed by the Board of Directors as responsible for the NEALT homepage.

10.10.5.6. Each Member of the Board has the right to keep an account in the name of the NEALT to collect member fees and to transfer money within the organization (mainly to the Treasurer). All other transactions need authorization from the Board.

10.10.6. Auditors:

10.10.6.1. Two Auditors and one Deputy Auditor should be elected by the NEALT for a term of two years.

10.10.6.2. The auditors should conduct the audit in accordance with generally accepted auditing standards, to assure that the annual accounts and the administration report are free of material misstatement. The audit also includes assessing the accounting principles used as well as an evaluation of the overall presentation of information in the annual accounts and the administration report. The auditors should control that all legal taxes and fees have been properly paid.

10.10.6.3. If the NEALT has special funds the auditors should present a special report on each of these.

10.10.7. Having a lawful excuse:

The members of the Boards and officers working at the Association are not allowed to participate in activities which concern a contract between him/her, or activities in which his/her advantage is in the opposition with the advantage of the Association.

10.10.8. Responsibility for damage inflicted:

The members of the Board or officers working at the Association has to make amends the damages that s/he has purposely or in another way caused to the Association. The same concerns the situation in which a member of the Board of an officer working at the Association has caused damage to a member of the Association or somebody else (28.10.1994/94 1). On the practical issues, cf. the Law on Responsibility for damage inflicted, 412/74) chapters 2 and 6.

§11 Persons Entitled to Sign the Name of the Association

11.1. In the official documents of the NEALT, there shall be the name of the NEALT and the signature of the person/persons who has/have the right to sign the documents of the NEALT.

11.2. The chairperson of the NEALT invariably has the right to sign the name of the association, unless this right is restricted (two together) or extended (by giving also other persons the right to sign the name) by a provision containe d in the rules. A person who is legally incompetent or bankrupt cannot sign for the association. Restructuring of debts does not form an obstacle to signing the name of the association.

11.3. In matters concerning taxation of an association advice is available from the Tax Office of the town or city where the association is registered.

§12 Changes or Amendments to the Constitution

Decisions to alter the NEALT constitutions can be made only at the Annual General Meetings and by a two-thirds majority vote. All proposals for changes shall be made available to the Membership at least six weeks before the Annual General Meetings.

§13 Dissolution of the NEALT

13.1. A decision to dissolve NEALT requires a two-thirds majority of all vote-entitled members. The decision should be taken at an Annual General Meeting.

13.2. After dissolution, the assets of NEALT shall be used for promotion of the Association's overall aim, in accordance with guidelines decided at the Annual General Meeting.

13.3. A notice of dissolution shall be made when an association has been dissolved and the dissolution proceedings have been concluded in the association. A notice form (in Finnish or Swedish) is used to notify the persons whom the meeting that took decision to dissolve the association has appointed as liquidators. If the Executive Committee has been chosen to carry out the dissolution proceedings, the last Executive Committee has to be notified on the form. The form is signed by one of the liquidators or the chairperson of the Executive Committee.

§14 Defaults

Items not covered in the present by-laws will be regulated by laws on free associations according to the laws of Finland. If the present bylaws would contradict with the Finnish legislation, the Finnish law will take precedence.

§ Liquidation of the Association

  • dissolution of the association
  • distribution of the remaining assets

Kimmo:

§6 Organisation and management

  • administration
  • delegates
  • general assembly
  • the board
  • executive committee
  • chairman/chairmen/president
  • mandates
  • auditors

§ Alterations to the Statutes

The rules of an association shall state at least the following particulars:

  • the name of the association,
  • the Finnish municipality which is the domicile of the association,
  • the obligation of a member to pay membership fees and other fees to the association,
  • the number, or minimum and maximum number, of members of the Board of Directors and auditors and their term of office,
  • the accounting period of the association,
  • the time of electing the Boad of Directors and auditors, adopting the financial statements and deciding on the formal approval of actions,
  • how and within which period the meeting of the association has to be convened,
  • how the association's assets are to be used if the association is dissolved or abolished.

(http://www.prh.fi/en/yhdistysrekisteri.html).

Notes

Nationality of the chairperson

"Exemption under Section 35 of the Associations Act

According to Section 35(3) of the Associations Act the chairperson of the Execuive Committee shall be a resident of Finland, unless the National Board of Patents and Registration grants an exemption from this. For this reason the association has to apply for such exemption from the National Board of Patents and Registration before the association's basic declaration or notice concerning amendment of rules or change in the signing rights can be entered in the Register of Associations, if the chairperson of the association indicated in the notice does not reside in Finland. The exemption may be applied for by a separate application or the application may accompany a simultaneously made basic declaration or notice concerning amendment of rules or change in the signing rights.

The exemption may be single or relating to a certain chairperson of the Committee. It may also be granted to an association as being valid for the time being, i.e. that the chairperson of the Committee need not reside in Finland.

The exemption procedure also applies to the vice-chairperson of the Committee.

The President shall be the principal representative of the Association and preside at all meetings of the Association and its Board, if not otherwise stated in the Constitutions." (Yhdistyslaki", § XXXX).

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