Constitution of the Martens Society

As adopted by the Agreement of Association of 7 October 2004, and
amended by a decision of the General Meeting of 16 June 2005.

Chapter 1. GENERAL PROVISIONS

Article 1. Name

The name of the non-profit association (hereinafter Society) shall be Martensi Selts.

Article 2. Seat

The Society shall have its seat in Tallinn, the Republic of Estonia.

Article 3. Objective of Activities

(1) The objective of the Society shall be:

1)  to foster research and education in the fields of international law and international relations, and enhance dissemination of pertinent knowledge in the society;

2)  to promote respect towards individual human beings, human centred societal thinking and the principles of democracy.

(2) The Society shall not have an objective the attainment of which could be a ground for its dissolution.

Article 4. Financial Year

The financial year of the Society shall commence on 1 January and end on 31 December.

Chapter 2. MEMBERS

Article 5. Membership

(1) The Society shall have associate members, full members, supporter members and honorary members.

(1bis) Any natural person who is interested in international law or international relations and wishes to contribute to the attainment of the objectives of the Society may be an associate member.

(2) Any natural person who has a master’s degree or an equivalent qualification in the field of social sciences, who is interested in international law or international relations and wishes to contribute to the attainment of the objectives of the Society may be a full member.

(3) Any person who supports, but does not actively participate in, the activities of the Society may be a supporter member.

(4) Any natural person whose activities in the field of international law and international relations have been noteworthy and in keeping with the objectives of the Society may be an honorary member.

Article 6. Admission to Membership

(1) A person wishing to become an active member or a supporter member of the Society shall submit a written application to the Board. The Board shall decide on the admission of a member within one month of the receipt of the application.

(2) Admission as an honorary member shall be decided by the General Meeting upon the proposal of the Board, which shall be accompanied by the consent of that person.

Article 7. Resignation from and Termination of Membership

(1) Any member wishing to resign from the Society shall submit a written application to the Board. The member shall be deemed as having resigned as of the day following the submission of the application.

(2) The Board may terminate the membership of any member:

1)  who does not abide by the provisions of the present Constitution;

2)  against whom a guilty verdict has been passed for an intentionally committed criminal offence;

3)  whose conduct discredits the Society.

(3) The Board shall notify a member whose membership has been terminated of that decision in writing within one week.

Article 8. Rights and Obligations of Members

(1) A member has the right to:

1)  take part in the activities of the Society;

2)  take part in the management of the Society in the manner prescribed in the present constitution.

(2) A member has the obligation to:

1)  act in accordance with the objectives of the Society;

2)  adhere to the present constitution and the decisions of the governing bodies of the Society adopted within the limits of their competence;

3)  pay a membership fee in the amount and by the due date laid down by the Board.

(3) An honorary member shall not have the obligation to pay the membership fee. The membership fee of an associate member shall not exceed half of the membership fee of a full member. On the basis of an application from a member, the Board may, if exceptional circumstances exist, by means of a reasoned decision, exempt that member from paying the membership fee, reduce the amount of the membership fee or allow for the membership fee to be paid according to a schedule.

(4) A member shall have all the other rights and obligations that derive from other provisions of the present constitution and from the law.

Chapter 3. GOVERNING BODIES

Article 9. General Meeting

(1) The highest governing body of the Society shall be the General Meeting of its members.

(2) The General Meeting shall:

1)  appoint and remove members of the Board and the Audit Committee;

2)  hear and assess the reports of the Board and the Audit Committee;

3)  resolve any other matters that have been placed within its competence with the present constitution or by law.

(3) The General Meeting shall approve the procedure of its work and shall form the bodies necessary for the conduct of the meeting.

(4) Every member of the Society shall have one vote in the General Meeting. A member may appoint another member to act as his or her representative in the General Meeting by means of an unattested proxy.

Article 10. Convening a General Meeting

(1) An ordinary General Meeting shall be convened once a year. An extraordinary General Meeting shall be convened at the initiative of the Board when the interests of the Society so require, or at the demand of the members or the Audit Committee as prescribed by law.

(2) The General Meeting shall be convened by the Board by informing the members of the time, place and agenda of the meeting by email or, should that not be possible, by mail, at least seven days in advance.

Article 11. Adopting Decisions of a General Meeting

(1) A General Meeting shall be considered as having a quorum irrespective of the number of members present, provided that the members were informed of the meeting in accordance with the present constitution.

(2) Unless the law or the present constitution provide otherwise, all decisions of a General Meeting shall be adopted by a simple majority of the votes cast by members present and represented. If the votes are equally divided, the issue shall be resolved by drawing lots.

Article 12. Board

(1) The day-to-day affairs of the Society shall be managed by the Board.

(2) The Board shall:

1)  dispose of funds and organise the accounting of the Society;

2)  maintain the membership roster of the Society and keep tack of the membership fees received;

3)  prepare the General Meetings;

4)  discharge of other functions deriving from the present constitution and carry out other tasks endowed by the General Meeting.

(3) The Board shall have one to five members, elected by the General Meeting from among the members for three years. At least half of the members of the Board shall be elected from among the full members.

(4) If the Board has more than one member, they may elect from among themselves a chairman and, if necessary, a vice-chairman, to organise the work of the Board.

Article 13. Board Meeting

(1) Board meetings shall take place at least four times a year.

(2) Every Board member may convene a Board meeting by informing the other Board members at least seven days in advance.

(3) A Board member may, at his or her own discretion, invite other persons to attend a Board meeting. Allowing such persons to the meeting and giving them the floor shall be decided by the Board.

(4) A Board member may appoint another Board member to act as his or her representative in the Board meeting by means of an unattested proxy.

Article 14. Decision of the Board

(1) A Board meeting shall have a quorum when more than half of the Board members are present. If the quorum requirement is not met, a new Board meeting shall be convened at the earliest convenience by informing the Board members at least seven days in advance.

(2) All decisions shall be adopted in the Board meeting by a simple majority of the votes cast by members present and represented. If the votes are equally divided, the issue shall be resolved by drawing lots.

(3) The Board may adopt decisions without convening a meeting in the manner prescribed by law.

Article 15. Audit Committee

(1) The oversight body of the Society shall be the Audit Committee.

(2) The Audit Committee shall:

1)  assess the legality and expediency of the activities of the Board;

2)  check the carrying out by the Board of tasks endowed to it by the General Meeting;

3)  audit the receipt and use of the funds and other resources of the Society.

(3) The Audit Committee shall have one to three members, elected by the General Meeting for three years. A member of the Audit Committee shall not, at the same time, be a member of the Board.

(4) If the Audit Committee has more than one member, they may elect from among themselves a chairman to organise the work of the Committee.

(5) The Audit Committee shall adopt decisions by a majority of its membership.

Article 15bis. Working Groups

(1) To organise the activities of the Society, permanent and temporary working groups can be established by a decision of the Board or a General Meeting.

(2) The Board shall appoint, at the recommendation of the members of the working group, a head for the working group.

Chapter 4. FINAL PROVISIONS

Article 16. Amendment of the Constitution

The present constitution may be amended in the manner prescribed by law.

Article 17. Merger, division and dissolution

(1) Merger, division and dissolution of the Society shall take place in the manner prescribed by law.

(2) In case of the dissolution of the Society, the assets that remain after all claims of creditors have been settled shall be given to a non-profit association, foundation or public entity with similar objectives.