Constitution

Unanimously accepted at the
Founding General Meeting
Wednesday
, May 25, 2011.

1. NAME
The name of the Association is ‘APUL – The Association of Professors of the University of Luxembourg’, the title of which refers to an association gathering all the academics of the University of Luxembourg (UL).

2. OBJECTS
The Association is established to:
1. Foster solidarity between academic colleagues, defend academic standards and support the professor representatives in the various UL bodies.
2. Enhance academic culture and conditions for research.
3. Be a forum of extraordinary international diversity and a think-tank for developing and promoting innovative ideas and elaborating long term directions concerning the development of the UL.
4. Express critical and representative UL academic view point(s) to the inside and the outside of the UL, especially on the academic freedom of teaching and research, as well as the democratic and transparent functioning of the UL administration.
5. Be a public life actor representing and promoting the UL as well as its students in the media and in politics.
6. Establish official cooperation with similar international academic associations.

3. MEMBERSHIP AND STRUCTURE
The administrative arms of the Association will be comprised of a Committee and, within the Committee, an Executive of officers elected at the Annual General Meeting (AGM).

Membership of the Association shall consist of individual UL academic staff members as defined by the UL Law – there shall be no election for membership of the Association; all will be welcome and have voting rights at the AGM. Individual academics who want to become a member of the Association shall indicate this to the Chair in written form.

The Committee shall be responsible for overseeing and approving the direction of the management and administration of the Association, carried out by the Executive Officers on a day-to-day basis. The Committee will also draw up and approve Standing Orders for the format and conduct of Meetings (Committee Meetings, Annual General Meetings and Extraordinary General Meetings). The Committee shall have the power to co-opt further voting members or to invite individuals or groups to attend Committee meetings. It shall be a duty of the Committee to take account of any representations made to it. The Committee must endeavour to make itself approachable. The Committee shall have no more than 12 voting members. The Committee shall consist of:
a) an Executive of Officers elected (see article 5) by the Association at the AGM,
b) representatives of different UL organs invited by the Executive to serve on Committee – it shall be the first job of a newly elected Committee to cover all relevant UL organs,
c) other co-opted members as the Committee sees fit.

4. MEETINGS
An Annual General Meeting (AGM) of the Association shall be held each year between January and March to receive Executive Officer reports and the full accounts, elect Executive Officers, and approve the full accounts.

It shall be possible to put forward motions and Constitutional Amendments (in a “notes…believes…resolves” format) – see article 7.

The Committee will set the date of the AGM and may also call an Extraordinary General Meeting (EGM) as it sees fit, in all cases with at least fourteen days’ notice given, including a provisional agenda that is to be fixed right at the beginning of each meeting. Any member (or group of members) of the Association can call an EGM by gathering a petition of not less than 50 persons eligible to attend.

The Committee shall decide when Committee Meetings shall be held and shall give adequate notice of such meetings. The Committee shall meet sufficiently to conduct the business of the Association. The quorum of Committee meetings to pass motions shall be set at six. A Committee meeting can proceed with fewer members, but cannot make any decisions requiring a vote. The Committee must make adequate provision to advertise the date, time, venue and provisional agenda of meetings to all relevant parties.

5. EXECUTIVE OFFICERS
Nominations for the election of Executive Officers shall be made at or before the Annual General Meeting. Such nominations shall be supported by a proposer and a seconder (a person can seek nomination, but cannot propose or second herself/himself) and the consent of the proposed nominee must first have been obtained. The Executive Officers shall consist of:
Chair: to chair the AGM and Committee Meetings, oversee the administration of Association related activities and ensure the Objects of the Association are being met.
FSTC Vice-Chair: to assist the Chair in his administrative mission, specifically concerning relevant matters for the Faculty of Science, Technology and Communication (FSTC) and to promote the Association within the FSTC;
FDEF Vice-Chair: to assist the Chair in his administrative mission, specifically concerning relevant matters for the Faculty of Law, Economics and Finance (FDEF) and to promote the Association within the FDEF;
FLSHASE Vice-Chair: to assist the Chair in his administrative mission, specifically concerning relevant matters for the Faculty of Language and Literature, Humanities, Arts and Education (FLSHASE) and to promote the Association within the FSLHASE;
Secretary: to take minutes of all meetings, work with the Chair to establish times and venues of meetings, carry out miscellaneous clerical work to aid the administration of the Association.
Treasurer: to manage monies raised to fund the administration and activities of the Committee, report on the financial situation of the Association to Committee Meetings and to present full accounts to the AGM.

All Executive members shall relinquish their office each year and shall be eligible for re-election at the Annual General Meeting. The Executive Officers shall be elected by secret ballot, using the Single Transferable Vote electoral system in the event of any vacant position having more than two candidates. The Committee shall have the power to fill any vacancies occurring among the Executive Officers. In the event of a tie, the Chair has a casting vote.

6. FINANCIAL MATTERS
The Association shall maintain an account in the name of “APUL” to hold the Association’s funds. All monies raised can only be spent exclusively on furthering the stated Objects of the Association. It shall be the responsibility of the Treasurer to ensure that monies received and spent are properly accounted for, and that the Association’s financial records are kept in good order. Access to monies held in the account, in order to carry out Association purposes, shall be permitted only if approved by the signature of the Treasurer. Any item above €50.00 must have the approval of a vote of Committee. The Treasurer shall be responsible for running systems necessary to carry out the functioning of the Association’s account and will invite Committee to elect from its ranks further signatories to the account (though the Treasurer’s signature will always be necessary for access). The Treasurer shall update each Committee meeting of the financial situation of the Association and shall make arrangements for the Association’s accounts to be presented to the AGM and any EGM. The Treasurer shall not be liable for any financial debt or other obligation of the Association unless she/he has personally authorised such a debt/obligation in writing. The balance sheet shall be made publicly available.

7. MOTIONS AND AMENDMENTS
This Constitution may be amended by a two-thirds majority of Association members (including a two-thirds majority of the full Committee) present and voting at an AGM or EGM, provided that seven days’ notice of the proposed amendment has been given. Constitutional amendments shall not expire, unless repealed or amended by a subsequent AGM or EGM.

Motions (to approve expenditure or make strategic decisions) shall be put forward at any Committee Meeting, AGM or EGM and require a simple majority to pass. Motions passed by the AGM shall not expire, unless repealed or amended by a subsequent vote of the Committee, or a subsequent vote at an AGM or EGM. In the event of a tie, the Chair has a casting vote.

Motions and Constitutional Amendments shall require a proposer and a seconder. Motions put to Committee must be proposed and seconded by Committee members.

A motion of no-confidence in a member or Committee member must secure at least a two-thirds majority of the full Committee to pass. If such a motion is passed by Committee – at a Committee Meeting or at an AGM or EGM (at an AGM or EGM, a simple majority will suffice if it includes two-thirds of the full Committee) – a member will lose her/his membership and a Committee member will lose both the Committee post and membership of the Association. Membership of the Association can be reinstated by a simple majority at an AGM or EGM (but it must include a two-thirds vote of the full Committee).

8. DISSOLUTION
The Association may be dissolved by a two-thirds majority at an AGM or EGM, including a two-thirds majority of the full Committee. If a motion of dissolution is to be proposed at an AGM or EGM, this motion shall be referred to specifically when notice of the meeting is given. In the event of the dissolution of the Association, any available funds shall be transferred to one or more charitable institutions having objects similar to, or reasonably similar to, those of the Association, as chosen by the Association at the meeting at which the decision to dissolve the Association is confirmed.

9. MISCELLANEOUS
The Association shall take no party political alignment.

The Association does not tolerate discrimination on the basis of of sex, racial or ethnic origin, age, disability, sexual orientation, religion or belief.

The Association does not tolerate its members, including Committee members, acting in a spirit contrary to the stated Objects of the Association. Misconduct, gross negligence or acts contrary to the spirit of the stated Objects of the Association will not be tolerated. The Committee will investigate and consider any allegations of such conduct and take appropriate action where necessary as it sees fit.

ANNEX

Founding Members
F. Anton,  I. Behrmann, R. Bisdorf, S. Braum, J.-L. Bueb, A. Cosma, S. Ehrhart,
O. Francis, E. Friederich, R. Harmsen, S. Freyermuth, J. Gerkraht, N. Guelfi, M. Hesse, H. Hofmann, S. Krolak-Schwerdt, Y. Le Traon, K. Ligeti, B. Majerus, M. Malvetti,
S. Mauw, Ch. Max, M. Pauly, P. Picard, Ph. Poirier, A. Prüm, Th. Sauter, T. Schilling, Ch. Schommer, S. Siebentritt, U. Sorger, N. Teferle, T. Van Dam, L. Van der Torre,
G. Ziegler.

First Executive
R. Bisdorff (Chair), E. Friederich (FSTC Vice-Chair), M. Pauly (FLSHASE Vice-Chair), Ph. Poirier (Treasurer)

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