Section 1. Name and Seat
The Association is called INTERNATIONAL ASSOCIATION FOR EDUCATION IN ETHICS and has been established in the United States.
Section 2. Goals
1. The Association's aims are
a. to enhance and expand the teaching of ethics at national, regional and international levels.
b. to exchange and analyse experiences with the teaching of ethics in various educational settings;
c. to promote the development of knowledge and methods of ethics education;
d. to function as a global center of contact for experts in this field, and to promote contacts between the members from countries around the world;
2. The Association is a not for profit organization.
3. The Association shall try to achieve aforesaid aims by among others:
a. organising International conferences and other scholarly meetings with a maximum interval of two years;
b. promoting the establishment of regional and national chapters;
c. publishing and disseminating reports of its scholarly meetings as well as other suitable material;
d. cooperating and collaborating with other organisations;
e. making use of other valid means which are at the Association's disposal;
f. maintaining close cooperation with UNESCO.
Section 3. Duration
1. The Association shall operate for an indefinite period of time.
Section 4. Membership list
1. The Board of the Association shall maintain a list containing the names and addresses of all ordinary members, institutional members and honorary members.
Section 5. Members
1. The Association consists of ordinary members, institutional members and honorary members.
2. Ordinary membership is open to individuals who are interested in or who would like to dedicate themselves to the realisation of the Association's aims.
3. Institutional membership is open to institutions or organisations that are willing to support the aims of the Association.
4. Honorary members are those, who through their exceptional merits for the promotion of the aims of the Association, have been appointed as such by the Board.
Section 6. Admission to membership
1. An ordinary member can be admitted after a written request for admission to membership has been submitted to the Board.
2. The Board decides on the admission of ordinary members and institutional members with a majority vote. The admission of honorary members demands the unanimous approval of all members of the Board.
3. The General Assembly can still decide to admit an ordinary or an institutional member if this member was not admitted by the Board.
4. If a candidate for membership has not been admitted, the Board is obliged to inform the candidate in writing of this within three months after the request was made, stating the grounds for the decision and with reference to the information stated in part 2 of this section.
Section 7. End of membership
1. Membership ends:
a. when the member dies. The membership of a legal person ends when the person ceases to exist;
b. when the member resigns;
c. through expulsion. This can only be done when a member acts in defiance of the articles of association, regulations or resolutions of the Association, or when the member has prejudiced the Association in an unreasonable way.
Section 8. Resignation and expulsion of membership
1. Resignation by order of the Association or expulsion from membership will be handled by the Board.
2. The member will be informed as quickly as possible by the Association when a decision to be expelled from membership by the Association have been taken. This will be done in writing, stating the Association's reasons for doing so and mentioning the possibility of appeal, as referred to in part 3 of this section.
3. Within a month after receipt of the written notification as mentioned in part 2 of this section, the member concerned has the possibility of appeal at the General Assembly. During the period of appeal and pending the appeal the member will be considered suspended.
4. When membership ends, one forfeits any money paid to the Association, and additionally any outstanding dues should be paid at this time, unless in individual cases the Association decides otherwise.
Section 9. Annual dues/Funds of the Association
1. The funds of the Association consist of membership dues, donations, and other assets.\
2. Every ordinary and institutional member is obliged to pay the annual dues, which will be determined by the General Assembly.
Section 10. The Board of the Association
1. The Board of the Association is made up of the President, the President-elect who also acts as vice-President, the Secretary and the Treasurer, and by as many other members of the Board as are determined by the General Assembly.
2. The members of the Board are elected by the General Assembly from the members, taking into account what has been stipulated in the following parts:
a. The appointment of members of the Board is done on the basis of a non-binding proposal, formulated by the Board or by at least 10 percent (10%) of the total number of members who are entitled to vote. The Board's proposal will be communicated at the convocation of the meeting. A nomination of at least ten percent (10%) of the total number of members who are entitled to vote has to be presented in writing to the Board prior to the start of the meeting at the latest.
b. The President-elect will be appointed for a term of four years. He/she will then carry out the duties of President for another four years without a new election procedure. The first President at the time when the Association is founded will be immediately appointed for a period of four years.
c. The other Board members are elected for a term of four years.
Section 11. Suspension and termination of Board membership
1. Even if a member has been appointed for a certain period of time, he/she can still be discharged or suspended by the organ that has appointed him/her. A suspension which is not followed within three months by a decision to discharge will end by right through expiration of the term.
2. The regulations may contain provisions regarding the periodic resignation and the eligibility of the members of the Board.
3. Furthermore, Board membership ends:
a. through the termination of membership of the Association;
b. through resignation of the Board member concerned.
Section 12. Functions of the Board
1. Should the President resign before his/her term ends then the President-elect will carry out the duties of President up to the end of the President's term.
2. The President will chair all sessions of the General Assembly and the Board. In his/her absence the chair will be taken by the President-elect and in the absence of the latter by the Treasurer or the Secretary.
3. The President or a representative appointed by him/her shall supervise the organisation as well as the scholarly level of international conferences and other meetings organised on behalf of or with the support of the Association.
4. Should the President-elect resign before his/her term ends then the Secretary or the Treasurer will be appointed vice-President pro tempore by the Board. The Board is then obliged to convene a General Meeting within three months, in which a new President-elect will be elected.
5. The Treasurer is responsible for the management of the financial resources and other possessions of the Association. He/she collects contributions and tries to obtain donations and subsidies for the benefit of the Association. He/she will carry out his/her task in close consultation with the President and the President-elect.
6. The Treasurer will submit financial reports for approval by the Board as well as an annual report for discussion at the General Assembly.
Section 13. Task of the Board
1. Subject to the limitations in these articles of association, the Board is responsible for administrating the Association. The IAEE is governed under the Pennsylvania Nonprofit Corporation Law of 1988.
2. The Board will
a. decide on admission to membership of the Association, in compliance with section 6 of these articles of association;
b. prepare the General Assembly for the members;
c. carry out the resolutions of the General Assembly and to report them;
d. develop activities with a view to realising the Association's objectives as described in section 2 of these articles of association.
3. The Board has been authorized to have certain parts of this task carried out by commissions to have be appointed by the Board, at the latter's responsibility.
4. The President will convene members of the Board for a meeting at least once a year. A meeting by telephone also counts as a Board meeting.
5. The Association is legally and publicly represented by the President or his/her deputy together with another member of the Board.
Section 14. Annual report, account and responsibility
1. The Association's year and fiscal year coincide with the calendar year and runs from today up to 31 December.
2. The Board is obliged to keep records of the situation with regard to the Association's capital in such a way that at all times its rights and obligations can be known. The Treasurer is obliged to inform the Board at once if the Association for whatever reason is not able to fulfil its financial obligations.
3. At the General Assembly as meant in section 17, the Board will give a report as well as an account of the administration of the past year, through submission of a balance and a state of assets and liabilities. After expiry of the term every member can demand this account and responsibility by legal process of the Board.
4. The Board is obliged to keep the documents as meant in parts 2 and 3 of this section for a period of ten years.
Section 15. Financial commission
1. If the General Assembly has not assigned an external expert, it will annually appoint from the members a commission consisting of at least two persons. These two persons should not be a part of the Board. The commission investigates the Board's account and responsibility and reports on its findings to the General Assembly.
2. The commission of inquiry has the possibility of assistance by an expert, if the investigation into account and responsibility requires specific bookkeeping knowledge. This will be done at the Association's own expense. The Board has a duty to give the commission all the required information, to show it the sources of the funds and values if so desired and to allow it inspection of the Association's books and documents.
3. The commission's assignment can be recalled by the General Assembly at all times, though only through the appointment of another commission.
Section 16. Scholarly Meetings
1. An international scholarly meeting will be held at least once every two years.
2. The call to an international scholarly meeting in which date and place have been appointed by the Board, has to be sent to the members at least three months before the date of that meeting.
Section 17. Business Meetings
1. A General Assembly will be held at least once every two years. The following topics among other things will be discussed in this business meeting:
a. the Board's reports on finances and activities and on possible commissions and/or sections;
b. the appointment of a financial commission for the following years of the Association;
c. the election of the members of the Board as mentioned in section 10 of the articles of association;
d. the discussion and if necessary the confirmation of the Board's decisions, among which are the determination of the annual dues and the time and place of the next scholarly meeting;
e. any other topics, of which the Secretary has been informed one month before the start of that meeting at the latest. Such a proposal has to be backed by more than five percent (5%) of the members. The proposal, together with the signatures of the required number of members will be sent in writing to the Secretary before the required period.
2. Special General Assemblies will be held if at least ten percent (10%) of the total number of members entitled to vote so require.
3. All members will be informed at least three months before a special meeting of members/delegates.
4. A special General Assembly announced in such a way can be lawfully held if at least forty percent (40%) of the non-suspended members are present.
Section 18. Admittance and right to vote
1. Only honorary members, ordinary members and institutional members will be admitted to the General Assembly.
2. The General Assembly will decide about admittance of persons other than those mentioned in part 1 of this section.
3. Every ordinary and institutional member who has paid his/her/its dues to the Association shall have the right to vote. Every honorary member shall also have this right.
4. Members as well as honorary members can vote by sending in a ballot paper. Voting through another authorized member is not allowed. Ballot papers sent in are valid only official ballot papers have ben used, which have been filled in and signed by members who are absent during the meeting, and if the ballot papers are in the Secretary's possession prior to the start of the meeting.
Section 19. Decision-making
1. Insofar as the articles of association or the law do not rule otherwise, all decisions from the General Assembly will be made with absolute majority of the valid votes. The President has a casting vote.
2. The General Assemblies are convened by the President or the Board, taking into account a period of three months.
3. The topics for discussion will be stated when the meeting is called or in addition to that call not later than one month before the meeting.
4. The judgement, pronounced at the General Assembly, by the President that the Assembly has taken a decision is decisive. The same goes for the content of a taken decision insofar a vote was cast about a proposal that was not put down in writing.
5. If however immediately after pronouncing the judgement mentioned in part 4 of this section, the correctness of that judgement is disputed, a new round of voting will take place. This happens when the majority of the members present demand this or, when the original voting did not happen by call or in writing, when a voting member demands this. The legal consequences of the original vote become defunct because of this new vote.
Section 20. Amendment to the articles of association
1. The articles of the Association can only be amended through a decision made by the General Assembly, which has been convened with the announcement that an amendment to the articles of association will be suggested.
2. Those who have called for a General Assembly in order to discuss a proposal to amend the articles of association are obliged to make available to the members a copy of such a proposal, in which the suggested amendment is contained verbatim. This copy has to be put in an adequate place for inspection at least five days before the meeting, and will be kept there until after the day on which the meeting took place. Moreover, all members will be sent a copy together with their summons to the meeting.
3. A decision to amend the articles of association needs at least two-thirds of the valid votes, at a meeting at which at least three-quarters of the members are present or represented. If three-quarters of the members are not present or represented, then a second meeting will be convened within four weeks in which a decision can be made about the proposal which was discussed during the previous meeting. This will be done irrespective of the number of members present or represented, provided there is a majority of at least two-thirds of the valid votes. In the summons to this second meeting the members need to be informed of the fact that this is a second meeting in which a decision can be made with said majority, irrespective of the number of members present or represented.
Section 21. Dissolution
1. The Association will be dissolved through:
a. a decision made by the General Assembly. That which was laid down in parts 1 to 4 of the previous section is correspondingly applicable to this decision-making;
b. insolvency, after having been declared bankrupt or through the annulment of the bankruptcy due to the condition of the property;
c. the judge's decision as determined by law;
d. the complete absence of members.
2. The Association is organized exclusively for one or more purposes as specified in Section 501(c)(3) of the Internal Revenue Code of 1986, as it may be amended from time to time. It is also governed under the Pennsylvania Nonprofit Corporation Law of 1988, as it may be amended from time to time
3. A possible credit balance after the balancing will be used to ends which are in accordance with the aim of the Association, such as to be determined by the Board.
Section 22. Regulations
1. The General Assembly will establish the regulations.
2. All decisions which have to be taken in accordance with the articles of association by the General Assembly in order to further regulate the topics mentioned in said articles will be included in the regulations.
3. If commissions are set up by the Board on the basis of section 13, part 3, the task, authorities, procedures and the composition of these commissions have to be specified in the regulations.
4. What has been established in part 3 is valid in the same way if the General Assembly decides to set up sections within the Association.
5. The regulations must not conflict with these articles of association or the law.
Section 23. Language
1. English is the official working language of the Association. The General Assembly may decide to adopt additional official languages. In this case the Statutes will be composed in these languages as well. The English version of the Statutes will always have priority over other language versions.
Section 24. Place of jurisdiction
1. With regard to these articles of association and the other regulations of the Association, as well as the interpretation thereof, the law of the Commonwealth of Pennsylvania has to be applied.