STATUTES & POLICIES

Statutes of the Union académique internationale

Association internationale sans but lucrative

Palais des Académies – Rue Ducale 1 à 1000 Bruxelles

BCE n°410.810.638

STATUTES

Name – Headquarters

Article 1: The Association is called International Union of Academies, abbreviated IUA. The name IUA (International Union of Academies) designates the federation, created on 18 October 1919, of the learned bodies and groups of learned bodies - designated in these Statutes as Members - which is constituted as an international non-profit association.

The IUA establishes its permanent headquarters in Brussels-Capital Region, at the Palais des Academies (B-1000 Brussels, rue Ducale, No. 1). As such, it maintains with the Royal Academy of Sciences, Letters and Fine Arts of Belgium (Académie royale des Sciences, des Lettres et des Beaux-Arts de Belgique) special relations, which are the subject of a specific convention.

French, the foundation language of the IUA, and English are the languages ​​used in everyday communication, correspondence and administrative documents. In case of dispute, the French text of the Statutes shall prevail.

Aim – Activities and purpose

Article 2: The non-profit aim of the IUA is the international cooperation of the Academies and Institutions that it federates. This cooperation is developed mainly by its activities that constitute its purpose within the framework of long-term scientific projects in the humanities and social sciences. The IUA sponsors projects (research programmes) that it promotes or adopts, by guaranteeing their value and by stimulating their execution.

Legal status

Article 3: Headquartered in Belgium, the IUA is constituted in the form of an international non-profit association, governed by the provisions of the Code on Companies and Associations.

Full Members

Article 4: In accordance with the procedure for admission prescribed in Article 7, Full Membership may be recognised both for national Academies as well as the national Scientific Institutions that are their equivalent.

Associate Members

Article 5: In accordance with the admission procedure prescribed in Article 7, Associate Membership may be recognised as international Academies, as well as the international Scientific Institutions that are their equivalent.

Affiliated Members

Article 6: Affiliated Membership may be recognised for international, national or regional Academies or Scientific Institutions, which express the desire to collaborate on projects sponsored by the IUA or which solicit sponsorship for the creation of new projects.

This status of Affiliated Member does not entail any obligation of financial intervention on the part of this Member or of the IUA.

Affiliated Members are invited, as observers, to the General Assemblies.

Admission

Article 7: To obtain the status of Full Member or Associate Member, applications shall be sent to the IUA by the delegates of Full Members belonging to three different countries.

To obtain Affiliated Membership, the applications shall be sent to the IUA by the delegates of Full Members belonging to two different countries.

The General Assembly of Full Members and Associate Members decide on all the applications by a simple majority of the votes cast.

Delegates – General Assemblies

Article 8: The General Assembly of Full Members and Associate Members, represented by their delegates, is convened by the Bureau in ordinary session once every two years at least. If necessary, the Bureau may convene it in extraordinary session.

  All delegates must belong to the Member that they represent, and no one may represent more than one Member.

The sessions are held at the place specified in the convocations, which are sent to the Members at least fifteen days before the date of the session, by any practical means capable of acknowledging receipt. When Members are able to participate virtually in the General Assembly, the option and means of virtual participation are also indicated in the convocation.

The General Assembly deliberates and decides on all matters which concern, besides the Members and the Bureau, management of finances, scientific enterprises in progress and research projects or publications which are presented to it, as well as all questions of a general nature.

The decisions of the General Assembly are taken by the simple majority of the votes cast, except in the cases specified by these Statutes or by the Internal Regulation of the IUA. The decisions of the General Assembly will be kept in a register of minutes, which is held at the headquarters of the Association where all Members are able to consult it.

Each country has four votes (to be divided among the Full Members that represent it); each Associate Member has two votes. Proxy votes are not admissible.

The Bureau may make it possible for Members to participate remotely in the General Assembly using an electronic means of communication provided by the Association. Regarding compliance with the conditions of quorum and majority, Members that participate in the General Assembly in this manner are deemed to be present at the place where the General Assembly is held.

The Association must be able to verify, by the electronic means of communication used, the status and identity of Members and their delegates.

The electronic means of communication must at minimum allow Members to take cognizance, in a direct, simultaneous and continuous manner, of the discussions that take place in the meeting and to exercise their right to vote on all the points upon which the meeting is called to decide. The electronic means of communication must also allow Members to participate in the deliberations and ask questions.

The convocation to the General Meeting must contain a clear and precise description of the procedures relating to remote participation. If the Association has a website, these procedures must be made accessible on the Association's website to those who have the right to participate in the General Assembly.

The minutes of the General Meeting must make mention of any technical problems and incidents that may cause participation by electronic means in the General Meeting or in the vote to be prevented or disrupted.

Termination of membership

Article 9: The status of Full Member, Associate Member or Affiliated Member is terminated:

a)   by renunciation of affiliation;

b)   by reasoned decision of the General Assembly, pronounced by secret ballot, by a majority of three quarters of the votes cast.

In either case, termination of Membership leads to the resignation of their delegates; these same shall no longer have any right to claim against the assets of the IUA.

The delegates of the Full Member or the Associate Member whose exclusion is under discussion may not take part in the vote. The Member involved shall, however, have the right to present their defence before the General Assembly.

Bureau – Administrative body

Article 10:

a)   The Association is administered and represented by an administrative body, hereby called the “Bureau” in these Statutes. The Bureau, which is the executing and administrative organ of the IUA, is based in Brussels (at the Palais des Academies).

b)   The Bureau organises a secretariat for which it selects and, where appropriate, dismisses a Secretary General and a Deputy Secretary General, whose renewable terms of office are limited to six years.

  The Secretary General may be the Permanent Secretary of the Royal Academy of Sciences, Letters and Fine Arts of Belgium.

c)   If the measure provided for in Point 10e allows it, the Bureau shall consist of nine delegates (including a President and two Vice-Presidents), elected by the General Assembly. It is assisted by the Secretary General and the Deputy Secretary General (both with voting rights, exclusively for matters relating to the exercise of the administration).

  The Honorary Presidents are invited to the Bureau in an advisory capacity.

d)   If necessary, the role of President may be assumed by one of the two Vice-Presidents, appointed by the Bureau.

e)   The number of delegates making up the Bureau must always be less than the number of Full Members and Associate Members combined, as well as the number of countries represented in the IUA.

f)     The delegates who make up the Bureau are elected for a period of four years; they are not immediately eligible for election to the same office at the end of their mandate. This mandate expires with the loss of the title of delegate. In this case, the next General Assembly elects its successor, who, at the end of this exceptional replacement, may be immediately eligible for re-election in this capacity.

g)   No single country may be represented on the Bureau by more than one delegate (the Secretary General and the Deputy Secretary General are not relevant to this provision).

h)   The Bureau meets at least once a year. Its decisions are taken by simple majority of votes of the delegates present or those represented by proxy.

i)      The decisions of the Bureau may be taken by unanimous decision of all its delegates, expressed in writing. The Bureau, ruling as a body, is vested with all the powers of administration and management (including the day-to-day management of the assets) that are necessary or useful for the achievement of the objectives of the IUA, with the exception of the powers specifically reserved for the General Assembly.

j)      The Bureau is responsible for preparing the General Assembly. It controls the general administration and monitors the progress of the scientific work. In the interval between the General Assemblies, it has the power to take the urgent measures which are necessary.

k)    The Bureau or some of its members may be dismissed after deliberation by the General Assembly, by secret ballot, by a three-quarters majority of the votes cast.

l)      The Bureau may delegate all powers to one or more of its members or even to third parties.

m) The Select Bureau is composed of the President and the two Vice-Presidents, as well as the Secretary General and the Deputy Secretary General. It is responsible for studying all the important matters that arise, drawing up the relevant files and preparing the agenda of the sessions of the Bureau.

n)   When the Bureau is called to decide or rule upon an operation falling within its competence, and in which one of the delegates who makes up the Bureau has a direct or indirect interest of a financial nature that opposes the interest of the Association, this delegate must inform the other delegates before the Bureau comes to a decision. Their declaration and their explanations on the nature of this opposing interest must appear in the minutes of the meeting of the Bureau that has to take this decision. The Bureau is not permitted to delegate this decision.

If a delegate has a conflict of interest within the meaning of the preceding paragraph, they cannot take part in the deliberations of the Bureau concerning these decisions or these operations, nor can they take part in the vote on this point.

The preceding paragraph does not apply when the Bureau's decisions concern usual operations carried out under normal market conditions and guarantees for operations of the same nature.

  The other delegates describe in the minutes the nature of the decision or operation referred to above as well as the financial consequences thereof for the Association, and they justify the decision that was taken. This section of the minutes is included in its entirety in the management report, or in the document filed at the same time as the annual accounts as per the conditions laid down by law.

If the Association has appointed a commissioner, the minutes are communicated to this latter. As part of their report, the commissioner includes a separate section in which they assess the financial consequences for the Association of the decisions of the Bureau in which there is an opposing interest referred to above.

Secretariat and asset management

Article 11: The secretariat, headed by the Secretary General or, failing that, by the Deputy Secretary General, is responsible for executing the Bureau's administrative decisions, sending routine and correspondence expedition, preparing the sessions of the General Assembly, keeping custody of the archives and managing the funds allocated to administrative expenses, as well as the funds for the financing of IUA projects.

The Bureau may appoint from among its members a treasurer responsible for checking the budget and regularly examining the accounts. 

Annual accounts - Budget

Article 12: The IUA has a budget comprising two chapters: the first details the expenditure allocated to the administration, the second, the expenditure on research and publications.

  This budget is prepared by the Bureau and presented by it for the approval of the General Assembly, together with the annual accounts. These are drawn up annually, in accordance with the applicable legal provisions. The financial year ends each year on 31st December.

Subscription

Article 13: The IUA requires an annual membership subscription from its Full Members and Associate Members, the amount of which is set by the Bureau and approved by the General Assembly. The subscription is indexed.

The non-payment by a Member of the annual subscription during the two financial years preceding the holding of a General Assembly, entails the suspension of their voting rights and their capacity to receive grants from the IUA for the benefit of the companies for which they assume scientific and moral responsibility. This suspension ends as soon as the arrears due have been paid.

Legal capacity

Article 14: The Bureau exercises the right to take legal action, accept donations or bequests and perform any legal acts on behalf of the IUA.

Amendment of the Statutes

Article 15:

a)   The proposals of amendments to the Statutes should be presented either by the delegates from at least three different countries or by the Bureau at least three months before the session of the General Assembly.

b)   The voting on these proposals takes place by a three-quarters majority of the votes cast.

Dissolution

Article 16:

a)   The IUA shall declare itself dissolved if its Members belong to less than three different countries. The dissolution may also be proposed by the General Assembly, on a proposal signed by three-quarters of the delegates present: the decision to dissolve the IUA must be taken unanimously by the votes cast.

b)   In case of dissolution, the General Assembly shall appoint three liquidators of different nationalities. The holdings of the IUA shall be handed over to the scientific institutions designated by the General Assembly.

Cases not provided for

Article 17: Any derogation from these Statutes, justified by exceptional circumstances, shall be legitimised in the General Assembly by a vote of a three-quarters majority of the votes cast.

 For all cases not expressly provided for in these Statutes, the IUA, headquartered in Belgium, refers to Belgian law.