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Statutes

Statutes of EducaNext - An association for Knowledge Creation and Exchange in Higher Education


Article 1: Name, registered offices and sphere of activity


(1) The Association bears the name 'EducaNext'.
(2) Its registered office is in Vienna, Austria and its activities extend to countries all over the world.
(3) The establishment of branch associations (country specific chapters, topic specific chapters) shall not be excluded.



Article 2: Objectives


The objectives of the non-profit making Association are:

  • Supporting the creation, exchange and dissemination of knowledge using Information and Communication Technology (ICT)
  • Fostering collaboration among higher education institutions, research institutions, and other organisations producing knowledge, both at an individual and institutional level
  • Increasing excellence in teaching, learning and research



Article 3: Means of achieving the objectives of the Association


(1) The objective of the Association is to be achieved through non-material and material means set out in paragraph 2 and 3.
(2) Non-material means shall include:

    a) Fostering collaboration on an individual and institutional level using ICT
    b) Developing, deploying and maintaining an Internet portal to facilitate the exchange of learning resources
    c) Encouraging the creation of learning resources by sharing ICT-based tools and services
    d) Sharing technological know-how to implement similar knowledge sharing spaces on the basis of the Universal Brokerage Platform or other suitable technologies. Therefore a strong commitment to open source shall be given.
    e) Organizing conferences and workshops for all members and other interested parties in order to provide a face-to-face communication environment.
(3) The requisite material means are to be made available through:
    a) Joining fees and membership subscriptions
    b) Proceeds from events, like workshops and conferences
    c) Proceeds from research projects, service activities and other undertakings
    d) Subsidies, donations and other gifts
(4) The Association?s objectives are selfless, its main objectives do not concern any economic interests.
(5) The official language of the Association shall be English.


Article 4: Types and acquisition of membership


(1) Every natural and legal person wishing to become a member of EducaNext shall agree to the Code of Behaviour (see Appendix A), fill in an application form available at the homepage: http://www.educanext.org/, and pay the membership fee.
(2) There shall be different types of membership, namely founding members, ordinary members and honorary members so called 'EducaNext Fellows'.
(3) Institutions and participants in the EU-funded projects: UNIVERSAL, ELENA, TEN-A, who apply will be granted founding member status.
(4) All other individuals and institutions operating in the field of research and education can apply for an ordinary membership. Institutions shall be obliged to appoint an individual as its delegate and an additional individual as his/her deputy. This delegate shall be entitled to represent and act on behalf of the institution.
(5) An honorary 'EducaNext Fellow' membership shall be awarded to individuals who rendered outstanding service to the Association. Eligibility will be decided during each general assembly. Honorary members may pay fees.
(6) There is a strict distinction between being a registered user of the EducaNext platform and being a member of the association.



Article 5: Termination of membership


(1) Membership shall be cancelled in the case of legal entities as a result of loss of legal personality. In case of individuals membership shall be cancelled through death, as well as voluntary resignation and through exclusion. In no case however the member is released from his/her obligation to pay outstanding membership subscriptions.
(2) Resignation may take place at any time. Resignation must be notified to the Management Team in writing, also via electronic means (for example e-mail), and shall take effect immediately. Resignation shall not, however, release the member from his obligation to pay any outstanding membership subscriptions.
(3) If a member is over one year in arrears in payment of its membership subscriptions, he/she shall be excluded. The exclusion shall not affect his/her obligation to pay the membership subscriptions which are due.
(4) Exclusion of a member from the Association may also be ordered by the General Meeting on the basis of a breach of other membership obligations, of a breach of issues stated in the Code of Behaviour or due to dishonourable behaviour. Such exclusion shall not affect his obligation to pay the membership subscriptions which are due.



Article 6: Rights and obligations of members


(1) The members shall be entitled to participate at all Association?s events and to avail themselves of the Association?s facilities, like for example the platform. All members - founding members, ordinary members (in case of an institution its delegate), as well as honorary ?EducaNext Fellows? - may vote at the General Meeting and shall be eligible for all executive bodies of the Association.
(2) At least one tenth of all members may ask the Management Team for an extraordinary General Meeting.
(3) Members shall be obliged to promote the interests of the Association to the best of their ability and to refrain from any action which could cause harm to the reputation and object of the Association. They must observe the Statutes of the Association and the resolutions of the executive bodies of the Association.
(4) Members shall be obliged to promptly pay the joining fee and membership subscriptions in the amounts set by the General Meeting.
(5) Institutional members and individuals may be asked to pay membership fees in different amounts set by the General Meeting. The voting power shall be set according to the differences in the membership fees.



Article 7: Executive bodies of the Association


The executive bodies of the Association are the General Meeting (Article 8 and Article 9), the Management Team (Article 10 to Article12), the Advisory Board (Article 13), the Auditors (Article14), and the Board of Arbitration.



Article 8: The General Meeting


(1) The ordinary General Meeting shall be held once a year.
(2) An extraordinary General Meeting shall be held within two months following a resolution by the Management Team, the ordinary General Meeting, or in response to a written application by at least one tenth of the members with voting rights.
(3) All members must be invited to attend both the ordinary and the extraordinary General Meeting, at least one month before the meeting is held, either in writing or via electronic means (for example e-mail). The invitation to the General Meeting must include details of its (virtual) location and the agenda. The meeting shall be convened by the Management Team.
(4) Applications to be put before the General Meeting must be submitted to the Management Team in writing or via electronic means (for example e-mail) at least one week before the date of the General Meeting.
(5) Valid resolutions, with the exception of those relating to an application for the convening of an extraordinary General Meeting, shall only relate to agenda items.
(6) All Association members may attend the General Meeting. Legal entities shall be represented by their delegate or his/her deputy. EducaNext may provide for electronic participation at the General Assembly. The voting right may be transferred to another member on the basis of a mandate in writing.
(7) The General Meeting shall be quorum provided half of all members with voting rights or their representatives (paragraph 6) cast their vote. In the case the General Meeting is not quorum, the meeting shall be postponed by half an hour and shall be quorum by then regardless of the number of participants.
(8) The voting procedures and resolutions at the General Meeting shall normally take place on the basis of a simply majority of votes cast. Resolutions under which the Statutes of the Association are to be amended or the Association is to be wound up shall, however, require a qualified majority of two thirds of the valid votes cast. The rejection of an honorary ?EducaNext Fellow? requires one third of the votes. Matters which do not get a majority vote will be subject to a revote.
(9) Founding members may veto proposals during the General Assembly on the basis of a majority vote among founding members present at the General Assembly.
(10) The Management Team Leader, and in his absence the Management Team Leader for Financial Affairs, shall chair the General Meeting.



Article 9: Duties of the General Meeting


(1) The General Meeting shall have the following duties:

    a) Approval of the report of account and the annual accounts
    b) Resolution relating to the preliminary budget
    c) The election, appointment and removal from office of members of the Management Team, the Advisory Board and the Auditors
    d) The approval of legal transactions between members of the Management Team and the Auditors with the Association
    e) Discharge of the Management Team
    f) Setting the amount of the joining fee and the membership subscriptions for individual and institutional members and setting the different voting powers
    g) The exclusion of members violating their membership duties or the Code of Behaviour
    h) Rejection of a honorary 'EducaNext Fellow'
    i) Resolution relating to amendments to the Statutes and to voluntary winding up of the Association
    j) Consultation and resolution relating to other questions on the agenda
    k) Approval or rejection of EducaNext sub-chapters



Article 10: The Management Team


(1) The Management Team shall comprise a minimum of three and up to seven members, including a Management Leader and a Management Team Leader for Financial Affairs.
(2) The members of the Management Team shall be founding members or ordinary members. In case of institutional members only their delegates are eligible. Honorary ?EducaNext Fellows? are also eligible for the Management Team.
(3) The Management Team shall be elected by the General Meeting. In the event of resignation of an elected member, the Management Team shall have the right to co-opt another eligible member to serve in his place, for which purpose approval must be sought subsequently during the next General Meeting.
(4) The term of office of the Management Team shall be two years. A member of the Management Team may be re-elected to the same position with the Management Team only twice. After this the Management Team position has to be held for at least two years by another individual.
(5) Management Team meetings shall be convened by its Management Team Leader or in his absence by the Management Team Leader for Financial Affairs, either in writing or verbally. If the Management Team Leader is absent for an unforeseeably long period, any other Management Team member may convene the Management Team Committee.
(6) The Management Team shall be quorum provided all members have been invited to attend and at least half of them are present. Resolutions votes may be collected by circulation via electronic means (for example e-mail).
(7) The Management Team Leader, or in his absence the Management Team Leader for Financial Affairs, shall chair the Board meeting.
(8) Other than in the event of death or expiry of his term of office, a Management Team member shall leave office through removal from office (Paragraph 9) and resignation (Paragraph 10).
(9) The General Meeting may remove the entire Management Team or individual members thereof from office at any time. The removal from office shall take effect when the new Management Team or Management Team member is appointed.
(10) The Management Team members may declare their resignation in writing at any time. The declaration of resignation is to be addressed to the Management Team, and in the event of resignation of the entire Management Team, to the General Meeting. The resignation shall not take effect until a successor is elected or co-opted (Paragraph 3).



Article 11: Duties of the Management Team


(1) The Management Team shall manage the Association. Its main tasks include:

    a) attract and manage funding
    b) define a work plan and assign tasks to hired personnel or contractors
    c) supervise the accomplishment of the tasks

(2) On a more operational level the following duties shall fall within its sphere of activity:
    a) Preparation of the annual preliminary budget and production of the report of account and the annual accounts
    b) Preparation for the General Meeting
    c) Convening the ordinary and extraordinary General Meeting
    d) Administration of the assets of the Association
    e) Employment and dismissal of employees or contractors of the Association
    f) Manage relationship with Advisory Board
    g) Develop and maintain a work plan in conjunction with the Advisory Board

(3) The Management Team can install committees that focus on particular issues. These committees can organize workshops and meetings to pursue their assigned goal. A committee member is an individual (members and non-members) that is interested in the subject of the committee. All committee members are appointed by the Management Team. Each committee will be run by a committee chair appointed by the Management Team after a vote. Committee chairs can also have a role in the Management Team. Some committees can be permanently installed, some will automatically end when their task is completed.



Article 12: Special obligations incumbent on individual Management Team members


(1) The Management Team Leader legally represents the Association externally.
(2) In case of imminent danger, the Management Team Leader shall be authorised to take action independently under his own responsibility, even in relation to matters which fall within the sphere of activity of the General Meeting or the Management Team. However he must seek the subsequent approval of the Association.
(3) The Management Team Leader shall chair both the General Meeting and the Management Team.
(4) The Management Team Leader for Financial Affairs shall support the Management Team Leader during the undertaking of the transactions of the Association. He shall be responsible for recording the minutes of the General Meeting and the Management Team.
(5) The Management Team Leader for Financial Affairs shall be responsible for the proper management of the Associations funds.
(6) In the absence of the Management Team Leader the Management Team Leader for Financial Affairs is in charge.



Article 13: Advisory Board


(1) The Advisory Board shall comprise at least five members. All members (in case of an institution its delegate) of the Association shall be eligible for the Advisory Board.
(2) The Advisory Board shall be elected by the General Meeting. In case of withdrawal of an elected member the Advisory Board shall have the right to co-opt another eligible member in his place, which must be approved by the General Meeting.
(3) The term of office of the Advisory Board shall be two years. Re-election shall be permissible.
(4) The Advisory Board shall support the Management Team and consult about all important questions concerning the Association and shall review the yearly work plan proposed by the Management Team.



Article 14: The Auditors


(1) The two Auditors shall be elected by the General Meeting for a period of two years. They shall not be eligible for re-election in the following period. The Auditors must not be a member of any executive body of the association except the General Assembly and the Advisory Board.
(2) The Auditors shall be responsible for ongoing monitoring of business and for auditing the annual accounts. They shall be required to report to the General Meeting on the results of the audit.
(3) The provisions of Article 10 Section 9 to 12 shall moreover apply accordingly to the auditors.



Article 15: Board of Arbitration


(1) In case association-related conflicts arise, a Board of Arbitration is constituted.
(2) The Board of Arbitration consists of three Members. One conflict party appoints a candidate person for the Board of Arbitration and communicates the appointment to the Management Team. Within a period of seven days the other conflicting party will be asked by the Management Team to name the second person for the Board of Arbitration with a 14 days time period. Once the second candidate is identified the Management Team again has seven days to ask the two identified candidates to name the third candidate, who needs to be appointed within 14 days.
(3) The Board of Arbitration makes its decisions based on a simply majority votes cast, all members of the Board of Arbitration must be present during the decision process.



Article 16: Winding up the Association


(1) A resolution to voluntarily winding up the Association may only be taken during an extraordinary General Meeting convened for this purpose with a majority of two thirds.
(2) If the Association has assets, the General Meeting has to resolve the liquidation of the Association. It must in particular appoint a liquidator and pass a resolution on the subject of to whom he is to transfer the Association assets which remain after the liabilities have been covered. Insofar as it is possible and permissible these assets should accrue to an organisation which pursues the same or similar aims as this Association. Any Association assets available in the event that the Association is wound up may not benefit Association members in any manner what so ever, but must be used fully and exclusively for non-profit-making purposes.
(3) The last Management Team must declare the voluntary winding up to the competent security administration within four weeks of the resolution. It shall also be obligated to publish this voluntary winding up in an official gazette within the same period.



Appendix A

CODE OF BEHAVIOR


Any member of EducaNext shall comply with the following issues:


  • Supporting the creation, exchange and dissemination of knowledge
  • Fostering collaboration among higher education institutions, research institutions, and other organisations producing knowledge, both at an individual and institutional level
  • Increasing excellence in higher education and research


Any member of EducaNext shall undertake to support the following issues with his/her actions and contributions:


  • Make a positive contribution to higher education and research
  • Foster collaboration among academic and research communities, as well as other organisations producing knowledge
  • Maximise the benefits of knowledge sharing


Any member shall state that his/her contributions to EducaNext do not:


  • Violate copyright laws
  • Contain obscene language
  • Harass, mislead, deceive, insult or attack others
  • Involve or advocate illegal activities
  • Violate human rights
  • Display offensive and pornographic material
  • Harm or disturb others
  • Have depictions that condone or incite violence, particularly sexual violence
  • Portray persons in a demeaning manner
  • Expose EducaNext to any civil or criminal liability