[approved 3 June 2013]
Article 1: Name and Seat
Juris Diversitas is the name of an association as defined in Article 60 et sequens of the Swiss Civil Code. The Association has its seat at the Swiss Institute of Comparative Law in Lausanne-Dorigny, Switzerland.
Article 2: Aims
The Association encourages interdisciplinary research on legal and normative mixtures and movements through meetings, publications, and co-operation with like-minded individuals, associations, entities and institutions both of a private and of a public nature. With the approval of the President and both Vice-Presidents, the Association may also act for practical legal purposes, including, eg, research, legal education, legal drafting, legal reform, or other legal operations.
Article 3: Means
The means of the Association consist in membership fees, profit from the sales of publications, grants, voluntary contributions of members and third parties, and gifts and legacies.
Article 4: Membership
Any natural person identifying with the aims of the Association can become a member with the approval of the Executive Committee and payment of membership fees.
Article 5: Statutory Bodies
The statutory bodies of the Association include a General Assembly, an Executive Committee, and Auditors.
Article 6: The General Assembly
The ‘General Assembly’ is the membership acting collectively as the supreme organ of the Association. It takes its decisions either at the Annual General Meeting, at Extraordinary General Meetings or through Extraordinary Votes as described below. Elections are held as described below.
For all decisions of the General Assembly, including elections, reasonable efforts should be made by the Executive Committee to allow voting by as many members as possible. This includes the option of electronic voting.
Ordinary decisions of the General Assembly require a majority of those voting; constitutional amendments by the General Assembly require a two-thirds majority of those voting.
Article 7: The Executive Committee
The executive business of the Association is conducted by its Executive Committee. The officers of the Executive Committee include a President, a Vice President (Projects), a Vice-President (Events), a General Secretary, a Treasurer, and up to two other officers. The Executive Committee shall determine categories of membership, evaluate membership applications, and determine membership fees.
Ordinary decisions of the Executive Committee require a majority of those voting; in case of a tie, the President casts the deciding vote.
The Executive Committee may draw up by-laws for the Association. Such by-laws come into force upon approval by the Executive Committee, but must be approved by the General Meeting at its next annual meeting.
The Executive Committee may dismiss members for stated reasons and a unanimous vote. It may also select additional individuals for an Advisory Council that serves at the pleasure of the Executive Committee.
Article 8: The Duties of Officers
The President represents the Association and its Constitution and presides at its meetings. The Vice-Presidents assist the President in achieving the aims of the Association. One Vice-President (Projects) has primary responsibility for projects and publications, the other Vice-President (Events) has primary responsibility for event planning. Where the Executive Committee determines unanimously that the President is unable to fufill his responsibilities, the Vice-President senior in age shall act in place of the President.
The General Secretary manages the records of the Association and takes primary responsibility for communications with its members. The Treasurer manages the finances of the Association. The President and Vice-Presidents may also collectively appoint up to two other members to the Executive Committee for specific duties. Each officer shall submit an annual report to the membership at its Annual General Meeting and other reports when requested by the President.
Article 9: The Election of Officers
Officers are elected individually by the General Assembly for renewable terms of four calendar years. Elections must be scheduled to take place no later than October
of the calendar year before a new term begins. The Executive Committee must
communicate the date and location of the election to members so that they have
a reasonable time to consider nominations and candidates. If possible, the
election should take place during the Annual General Meeting.
Nominees may only contest one office in each election. They must be members and nominations must be communicated at least a week before the election to a member chosen by the Executive Committee to act as Election Officer. The Election Officer may not be a member of the incumbent Committee and must agree not to take a position on the new Executive Committee. The Election Officer will not identify any nominees to members until after the deadline for nominations has passed.
Where only a single nomination is received, the person nominated is deemed elected. If there are two or more candidates, the person elected must receive a majority of the votes cast. When a majority is not reached, the two candidates receiving the highest votes compete for the office in a new election to be held within a week of the first election. All electoral disputes are handled by the incumbent Executive Committee.
Where a vacancy subsequently arises on the Executive Committee or where a position is not filled by elections, the Executive Committee shall select an individual to serve until the next Annual General Meeting, at which an election will be held to fill the remaining term of the office vacated.
Article 10: The Duties and Appointment of Auditors
Auditors monitor the finances of the Association. Any member may propose either an External Auditor or Internal Auditor to audit the Treasurer’s accounts. An External Auditor is chosen from beyond the membership, an Internal is chosen from amongst the membership (excluding officers of the Executive Committee).
All Auditors are elected by a majority of the General Assembly voting in either an Extraordinary General Meeting or an Extraordinary Vote.
Article 11: The Removal of Officers and Auditors
Where a member petitions the Executive Committee to remove one of the officers or an Auditor, the remaining officers must organise a vote on removal to take place. The vote should take place within a reasonable amount of time for the matter to be considered. Removal requires a two-thirds majority of the General Assembly voting. The officer or Auditor removed may not serve again until an intervening presidential election.
Article 12: The Annual General Meeting
The ‘Annual General Meeting’ is the gathering of members of the Association that is generally held once in a calendar year. The Annual General Meeting deals with proposed changes in the Constitution, the approval of the annual financial report and the accounts, and any other issue as decided by the Executive Committee or as requested by a member as discussed below. At each Annual General Meeting, the President shall also present an annual report on the activities of the Association.
The Executive Committee must communicate the date and location of the Annual General Meeting to members giving them a reasonable time to organise attendance and to make petitions for the agenda of the Annual General Meeting. The Executive Committee must similarly communicate the agenda of the Annual General Meeting to members in a reasonable time.
Article 13: Extraordinary General Meetings and Votes
Where one-fifth of the members collectively petition the Executive Committee, the President must organise either an Extraordinary General Meeting or an Extraordinary Vote to decide the issues discussed in the petition. The decision must be made by the Executive Committee collectively and communicated to the petitioners within a reasonable time. The Executive Committee may also decide to hold an Extraordinary General Meeting or an Extraordinary Vote when it deems necessary.
If an Extraordinary General Meeting is held, the Executive Committee must communicate the date and location of the meeting to members giving them a reasonable time to organise attendance. Similarly, if an Extraordinary Vote is held, it should take place electronically within a reasonable time with reasonable notice given to the members.
Article 14: Dissolution
A decision approving dissolution of the Association requires a vote organised by the Executive Committee and resulting in a two-thirds majority of the General Assembly in favour of dissolution. If dissolution is approved, the Executive Committee shall use any assets of the Association to settle its debts and liabilities. Remaining assets will be donated to an institution with a similar purpose.