Bylaws “Society for Mind-Matter Research”

Name

1 The international “Society for Mind-Matter Research” is a non-profit organization in Switzerland according to Swiss civil code 60 ff. (ZGB, Art. 60ff). The seat of the Society is the address of the President.

Purpose

2 The purpose of the Society is to support international interdisciplinary research on the relationships between mind and matter, and to disseminate knowledge about the implications of this research for science and society. The Society supports the publication of the journal “Mind and Matter”.

Membership

3 Society members can be natural persons or legal persons, if they acknowledge the purpose of the Society and are willing to support it.
4 The admittance of members is decided by the board of directors upon application to the President. The decision by the board of directors is final. A rejection of an application need not be justified.
5 The annual membership fee is fixed by the general assembly of the Society. It must not exceed CHF 200.- The general assembly can determine age-dependent or otherwise scaled membership fees.
6 Membership terminates by:

  • resignation
  • exclusion
  • death for natural persons, loss of legal capacity for legal persons
A member can resign toward the end of each year by notifying the board of directors.
A member can be excluded only in case of disreputable behavior or harmful actions against the interests of the Society.
The member must be offered a hearing and will be informed about the decision in written form. Exclusions are effective immediately, and there is no option for recourse at the general assembly.

Organs

7 The organs of the Society are the general assembly and the board of directors.

General Assembly

8 A regular general assembly is to be held biennially.
At least 20 days ahead of the general assembly the board of directors invites all members in written form or per email, including a list of all agenda items.
Motions for the general assembly must be directed to the President at least two weeks ahead of the general assembly.
9 An extraordinary general assembly can be summoned on decision of the board of directors or upon motion by at least one fifth of all members. An invitation has to be effected at least ten days ahead of the assembly.
10 The functions and capacities of the general assembly are:

  • Approval of the minutes of the preceding general assembly
  • Acceptance of the biennial report and of the financial account
  • Approval of the actions of the board of directors
  • Determination of the budget and of the membership fees
  • Election of the President and the other members of the board of directors
  • Treatment of motions by the board of directors and by members
  • Decision about significant actions proposed by the board of directors
  • Amendments of bylaws
  • Dissolution of the Society
11 Decisions at the general assembly will be made in open votings with simple majority. Ballot votings will be carried out only if this is desired by the majority of members present. In case of an equality of votes the President’s vote decides.
All members present have equal rights to vote. Legal persons exercize their right to vote by a representative per pro.

Board of Directors

12 The board of directors of the Society is the governing body of the society. Its responsibilities are to set the policy for the Society and to monitor the Society’s operations. It consists of between three and seven members and is elected for two years by the general assembly. With the exception of the President, who is elected by the general assembly, the board of directors with its specific functions constitutes itself. The board of directors is a quorum if at least three board members are present. It is summoned by the President, or on demand of one of the board members. In case of equality of votes the President’s vote decides.
The board of directors can establish standing and ad hoc committees as needed and delegate particular functions to them. These committees are supervised by the board of directors.
13 The board of directors consists of:

  • President
  • Vice President
  • Secretary
  • Treasurer
Cumulation of functions is admissible.
14 The board of directors is authorized with all capacities not explicitly transferred to another organ of the Society. These are in particular:
  • Preparing and holding regular and extraordinary general assemblies
  • Enactment of regulations
  • Admittance and exclusion of members
  • Accounting
  • Decisions of the board of directors are effective with a simple majority of board members present.
15 The board of directors represents the Society externally. A board member signs collectively with the President or the Vice President.

Legal Estate and Liability

16 The legal estate of the Society consists of the membership fees, surplus of assets, possible endowments, event fees, donations, sponsoring contributions and legacies.
17 Only the legal estate of the Society is liable for outstanding debts. Personal liabilities of members are inadmissible.

Amendments and Dissolution

Bylaw amendments must be listed as agenda items at a general assembly and require a majority of two thirds of members present. Dissolution of the Society requires the presence of at least three quarters of all members and the absolute majority of votes. If one of these quorums is not achieved, a second general assembly with the same agenda items is to be summoned within four weeks. This assembly constitutes a quorum irrespective of the number of members present.
19 In case of the dissolution of the Society, the general assembly determines the use of the liquidation revenues.

Legal Validity

20 The bylaws as above were approved at the founding assembly and were immediately set effective.

Basel, 24.9.2012
Bruno Binggeli (Founding President)
Michael Baumann (Secretary)