STATUTES
The General Assembly of “European Society for Soil Conservation”, validly convened and having the necessary numbers regarding attendance and majority, has decided to amend the statutes of the non-profit organization, in accordance with the Belgian law of March 23, 2019 introducing het Wetboek van vennootschappen en verenigingen, published in the Belgisch Staatsblad/Moniteur Belge of April 4, 2019, hereafter the WVV. The following statutes are adopted:
Article 1. Name, duration and seat
The society is called “European Society for Soil Conservation” abbreviated to ESSC and is established for an unlimited period. It may be dissolved at any time.
The Society has its registered office in the Flemish Region of Belgium. The location of the seat can be changed within the Flemish Region by a simple decision of the Council.
Article 2. Aim and object
The aim of the society is to provide scientifically-based information and support for research on soil degradation, soil conservation and soil restoration in Europe and globally, as well as to formulate advice with a view to preserving the quality and quantity of soil resources, and provide ecosystem services.
It consists of, organizes and cooperates with individuals, international institutes and societies which promote the conservation and protection of soil resources in general and those in Europe in particular.
It is an international, interdisciplinary, non-political, scientific society which may undertake any activities to realize its societal objectives, including commercial activities, insofar as the benefits from these activities are used exclusively to achieve the societal objective. The core activities the society has as its object are the (co-)organization of international scientific meetings (including the Congress), the publication of a newsletter, and informing the public about soil conservation via social media, to foster scientific cooperation of members and to engage young scientists.
Article 3. Members
The number of members is unlimited with a minimum of three.
Membership is open to persons and societies that meet the following requirements:
1. pay the membership fee, determined annually by the General Assembly on the proposal of the Executive Committee; the maximum fee amounts to 50 € per year;
2. accept the statutes of the Society.
Members who fail to pay the membership fee shall be deemed to have resigned by operation of law.
New members should address their application to a member of the Executive Committee. The General Assembly shall decide on the acceptance of new members upon proposal of the Executive Committee.2
A register of members is kept at the seat of the society. This register shall mention the name, first names and residence of the members or, in case of a legal person, its name, legal form and registered office.
The exclusion of a member may only take place in the forms and under the conditions laid down by the WVV.
Any member may resign by means of a registered letter addressed to a member of the Executive Committee.
The resignation shall take effect on the date of sending.
Resigning or excluded members cannot claim any part of the society’s assets.
Article 4. General Assembly
The General Assembly consists of all members. Each member has one vote. Each member can be represented by another member.
The General Assembly is authorised to
1. the amendment of the statutes;
2. the appointment and removal of the Council members;
3. the appointment and removal of the Executive Committee members;
4. the discharge of the Council and Executive Committee members, as well as, if applicable, the institution of the society action against the Council and Executive Committee members;
5. the approval of the annual accounts and the budget;
6. the dissolution of the society;
7. the acceptance and exclusion of a member;
8. the determination of the annual contribution;
9. a contribution for no consideration of a generality to be made or accepted;
10. the conversion of the non-profit organization into an international non-profit organization, a cooperative society recognized as a social enterprise or into a recognized cooperative society social enterprise;
11. any other cases in which the law or the Statutes so require.
The ordinary General Assembly shall be convened annually in principle and at least every four years during the congress. An extraordinary General Assembly may be convened by the Council whenever the interests of the society require it.
The invitation and the agenda of the General Assembly shall be sent at least fifteen days before the date of the meeting.
Within one month after the meeting, the report of the General Assembly shall be sent to the members and their representatives.
The General Assembly decides by simple majority of the present or validly represented members, excluding absentees, null and void votes and abstentions.
Amendments to the Statutes and exclusion of members can only be adopted by a two-thirds majority of the votes cast by the members present or validly represented, excluding absentees, null and void votes and abstentions.
Article 5. The Council
The society is governed by a Council of twenty to twenty-five members appointed by the General Assembly.
The Council members are elected for a period of four years. Each country may have up to four members in the Council. The Council acts as a college.
The Council is convened in principle every four years during the congress. If necessary, interim meetings may be organised. The Council is convened by the President of the Executive Committee, by a Vice- president of the Executive Committee or at the request of at least two Council members.
The Council is chaired by the President of the Executive Committee who communicates the agenda of the meeting at least fifteen days in advance.
The Council is authorized to perform all acts necessary or convenient to accomplish the object of the society, except those for which by law the General Assembly is authorized.
Any Council member may voluntarily terminate his office by writing to the President of the Council. A Council member may be forced to terminate his office in the forms and under the conditions determined by the WVV.
The Council may delegate all or part of its powers to an Executive Committee.
Article 6. Executive Committee
The Executive Committee consists of a President, two or three Vice-presidents, a Secretary, a Treasurer, two to seven members elected from the Council and a responsible editor of the ESSC Newsletter.
The latter may only attend meetings as an observer and has the right to vote on specific matters relating to the ESSC Newsletter.
The members of the Executive Committee shall be appointed by the Council for a period of four years. The Executive Committee acts as a college.
The Executive Committee shall meet whenever it deems it necessary. The President notifies the members at least one month before the meeting.
All authorizations not assigned by law or by the Statutes to the General Assembly or the Council are delegated to it.
Article 7. Accounts
The financial year of the society shall begin on 1 January and end on 31 December.
The income of the society shall consist of
- the membership fees,
- profits generated by the organization of activities designed to provide the society with operating resources to achieve its societal objective,
- donations and sponsoring.
The Council shall submit the balance sheet, and the profit and loss account for the previous financial years and the budgets for the current financial years for approval. After approval of the accounts, the discharge of liability to the Council members is voted on.
Article 8. Dissolution
It is the General Assembly which may pronounce the dissolution of the society under the same conditions as those relating to the modification of the aim of the society.
The liquidation shall be done by one or more liquidators to be appointed by the General Assembly.
In case of dissolution of the society by the General Assembly, the allocation of the assets, after settlement of the liabilities, shall be decided by the General Assembly or by the liquidator(s).
The net assets must be used for a disinterested purpose that is as close as possible to the objectives of the society.
Article 9. Varia
The society is governed by Belgian law. For anything not explicitly mentioned or provided for in these Statutes, reference is made to the WVV.
Ghent, 13 December 2023
