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ABOUT US - Legal Structure

BY-LAWS of the European Mathematical Foundation

1. The Board shall consist of between 4 and 12 Members (see Article 5 of the Statutes).
   The members shall include:
   • the current President of EMS;
   • the previous President of EMS, unless he/she renounces this office;
   • the current Secretary of EMS;
   • the current Treasurer of EMS;
   • a representative of the Eidgenössische Technische Hochschule in Zürich [ETH].
2. Any member of the Board other than the representative of Eidgen Technische Hochschule in Zürich shall, at the time of service, be a Member of the European Mathematical Society ["EMS"] resident in Europe.

1. The Board may appoint further members at its discretion.
2. The Secretary of the Board shall inform all Board members at least one month before the Annual Meeting of the Board of the nominations for the elections. A copy of the list will be posted to the registered address of the EMS one month before the Annual Meeting.
3. The election of members of the Board shall occur at the Annual Meeting.
4. All members of the Board shall be allowed to vote in elections to the Board.
5. Members of the Board, other than ex-officio Members and the representative of ETH in Zürich, shall be elected for two-year terms by the Board.
6. No Trustee shall serve for more than four consecutive terms. However, after a gap of one year any such person is again eligible for membership of the Board.

1. In principle no Trustee shall receive payment for their services on the Board.
2. The Board of Trustees may approve payments for the following purposes:
   1. expenses of Trustees in attending Board Meetings;
   2. extraordinarily work intensive tasks which may be requested of a Trustee.

1. The Annual Meeting shall be held between 1st March and 1st July.
2. Any member of the Board may request items to be put on the agenda of a Board meeting.
3. Any two members of the Board may request that a Board meeting be held within six weeks from the date of receipt of the request. Similarly the Executive Committee of the Board of Trustees may request that a Board meeting be held within six weeks.
4. A Board meeting can be held by e-mail subject to approval by the majority of the Board of Trustees. The length of such a meeting shall be no longer than two weeks.

1. The business of the Chair shall be to preside at all Meetings of the Board to regulate its discussions.
2. If the chair of the Board cannot be present at a meeting of the Board, he or she shall have authority to nominate a Trustee to chair a Board Meeting in his or her absence.
3. In the absence of the President of the EMS and if he or she has not nominated a Trustee to take the Chair, the previous President of the EMS - failing whom the Treasurer of the EMS, failing whom the Secretary of the EMS - shall chair the Board Meeting.
4. During Board meetings the Acting Chair shall have all the powers and prerogatives of the Chair.

1. The Board shall elect a Treasurer of the Foundation, who shall normally be the Treasurer of the EMS.
2. The Treasurer shall prepare the payments due from the Foundation. The actual payments must be signed by the Treasurer and the President. The Treasurer shall keep full records of Foundation receipts and payments.
3. The Treasurer shall be authorised to require from the Managing Director at any time a copy of the records of the working accounts (Article 9, paragraphs 1 and 2) of the Publishing House.

1. The Board of Trustees shall appoint a Secretary.
2. The Secretary shall announce the date, timing and location of meetings of the Board of Trustees at least one month ahead of time, and shall send a copy of the agenda and of the documents for the meeting to the registered address of the EMS.
3. The Secretary shall write the minutes of the meetings and ensure that these are confirmed by the Board.

1. The Managing Director of the Publishing House shall be appointed by the Board of Trustees. He or she may be dismissed by the Board of Trustees.
   The employment contract of the Managing Director shall be approved by the Executive Committee of the Board of Trustees after consultation with the Board of Trustees.
2. The main obligation of the Managing Director of the Publishing House shall be to run the Publishing House in all aspects, from strategic planning to running the day-to-day business. For example
   • he or she shall set up and expand a program of mathematical publications such as journals, book series and books, or other appropriate forms and media carrying mathematical content, by means of acquisition, taking over of existing publications or collaboration with other institutions.
   • he or she shall be responsible for all relevant activities such as production, distribution, marketing, customer service and accounting with respect to all products either electronic or paper.
3. The Managing Director of the Publishing House shall report to the Board of Trustees at each meeting of the Board of Trustees fully on the activities of the Publishing House since the last meeting, and shall give an outlook on future activities.
4. 1. The Managing Director shall determine where the 'working accounts' of the Publishing House shall be kept (Article 9, paragraph 1).
   2. Within the limits of the yearly budget approved by the Board of Trustees, the Managing Director shall have full authority in relation to the working accounts for running the Publishing House, and shall keep full records of receipts and payments.
5. The Managing Director shall have full authority to appoint and dismiss personnel, and shall be empowered to make contracts with other organisations, companies or individuals that serve the goals in paragraph 2a above.
6. The Managing Director shall be guided in all his or her actions by the general policy and financial targets determined by the Board of Trustees.
7. The Managing Director is authorized to sign for legal and financial transactions of the Publishing House and may, with the prior approval of the Board of Trustees, so authorise other employees.

1. The Board of Trustees shall determine where the accounts of the Foundation shall be kept, apart from certain specific 'working accounts' of the Publishing House.
2. The Trustees may authorise investment of sums of money for which there shall not be any present requirement by the Foundation.

1. The main business of the Foundation shall be the publication of mathematics and the furtherance, dissemination and popularization of mathematical knowledge. This is intended to be in support of the activities of EMS.
2. The Board shall request the views of the EMS Executive Committee at least every four years on the publication policy of the Foundation.

1. The Minutes of the Board and other important legal and financial documents of the Foundation shall be stored in Zurich in a place approved by the Board. Initially this shall be the office of the first Chair of the Board of Trustees, Professor Rolf Jeltsch.

1. The Foundation shall be signed for jointly by the Chair of the Board of Trustees and the Treasurer.
2. The Board may authorise other individuals to sign for the Foundation in specified situations.

1. The Board may determine further By-Laws and make modifications to existing By-Laws within the purpose of the Foundation.
2. All changes to the By-Laws shall be subject to approval of the EMS Executive Committee.
3. All changes to the By-Laws shall be subject also to any necessary approval of the relevant Swiss supervising authorities for the Foundation.

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