OPTIMA

Organization for the Phyto-Taxonomic Investigation of the Mediterranean Area
Organisation pour l'Étude Phyto-Taxonomique de la Région Méditerranéene

Constitution

I. Name, duration, seat, purpose
Art. 1.   § 1. Under the name of Organization for the Phyto-Taxonomic Investigation of the Mediterranean Area (OPTIMA), an association has been constituted and incorporated. It is governed by the articles 60 and following of the Swiss Civil Code and by the present Constitution.
§ 2. Its duration shall be perpetual.
§.3. Its seat is Geneva, Switzerland.

Art. 2.  The purpose of the Organization will be:
§ 1. To stimulate and coordinate research activities, exploration, conservation and resource studies within the Mediterranean area.
§ 2. To promote the collation and exchange of information regarding the plant life of the region.
§ 3. To foster the training of Mediterranean plant taxonomists and to support efforts to strengthen the resources and taxonomic infrastructure of Mediterranean institutions.

Art. 3.  The objects of the Organization will be reached by the following means:
§ 1. The creation, direction or sponsoring of publications related to Mediterranean phyto-taxonomy.
§ 2. The organization of international symposia and excursions.
§ 3. The institution of a documentation service and of a current projects’ register.
§ 4. The adherence to or sponsoring of other organizations, associations and projects with similar or complementary aims.
§ 5. The establishment and maintenance of committees for specific purposes.
§ 6. The engagement in any other activity consistent with the objects of the Organization.

II. Membership
Art. 4.  The Organization will comprise Ordinary Members, Institutional Members and Associate Members.

Art. 5.   § 1. All persons actively engaged or interested in Mediterranean plant taxonomy are eligible to become Ordinary Members.
§ 2. Ordinary Membership is acquired by notification in writing to the Secretary and payment of the appropriate fee.
§ 3. Ordinary Members can obtain the publications of the Organization, and profit from its services, at reduced rates or free of charge.
§ 4. Ordinary Members whose membership fee for the previous year is still due will automatically be considered as Associate Members.

Art. 6.   § 1. All institutes or other bodies actively engaged or interested in Mediterranean plant taxonomy are eligible to become Institutional Members.
§ 2. Institutional Membership is acquired by notification in writing to the Secretary and payment of the appropriate fee.
§ 3. Institutional Members can obtain the publications of the Organization, and profit from its services, at reduced rates or free of charge.
§ 4. Institutional Members whose membership fee for the previous year is still due will automatically be considered as Associate Members.
§ 5. Institutional Members have no voting right.

Art. 7.   § 1. All persons and institutions interested in Mediterranean plant taxonomy may become Associate Members.
§ 2. Associate Membership is acquired by notification in writing to the secretary.
§ 3. Associate Members will be kept informed of the activities of the Organization through circulars and newsletters.
§ 4. Associate Members pay no membership fee.
§ 5. Associate Members have no voting right.

Art. 8.   Membership of the Organization implies strict adherence to the Constitution, to eventual by-laws and to any lawful decision made or to be made by the organs or officers of the Organization.

Art. 9.   Members are not personally liable for the debts and liabilities of the Organization, which is only liable to the extent of its assets.

Art. 10. Membership is terminated:
§ 1. By withdrawal, notified in writing to the Secretary.
§ 2. By death.

III. Organs
Art. 11. The organs of the Organization are:
§ 1. The General Meeting.
§ 2. The International Board.
§ 3. The Executive Council.
§ 4. The Auditors.

Art. 12. § 1. The General Meeting is the supreme authority of the Organization.
§ 2. It has all such powers as have not been conferred upon the International Board or upon another organ under the present Constitution.
§ 3. It is summoned in ordinary or extraordinary session by the Executive Council, at the date and place fixed by it, and also-upon a written request by at least one-fifth of the Ordinary Members.
§ 4. The summons or, in the last-named case, the written request must indicate precisely the agenda or the items which should be discussed.

Art. 13. § 1. All decisions within the powers of the General Meeting, with the exception of decisions relating to winding-up, may be made by mail.
§ 2. In the present Constitution, the term "General Meeting" refers equally to a meeting of members and to a consultation by mail.

Art. 14. In the General Meeting, only Ordinary Members can vote.

Art. 15. The International Board has all such powers as are generally exercised by a General Meeting. It may, in particular:
§ 1. Modify the Constitution, subject to Art. 19.
§ 2. Elect the members of the Executive Council and the Auditors.
§ 3. Vote upon reports submitted to it and approve the accounts.
§ 4. Make, amend and repeal eventual by-laws.

Art. 16. § 1. The International Board consists of at least fifteen and at most thirty Ordinary Members of the Organization.
§ 2. The members of the previous Executive Council are ex-officio members of the International Board.
§ 3. The other members of the International Board are elected by the General Meeting from a list prepared by the Executive Council.
§ 4. Candidates to the International Board can also be proposed by five members of the acting International Board or by ten Ordinary Members of the Organization. In these cases, the request must be sent by registered mail to the Secretary not later than January first of the election year.
§ 5. Not more than two persons of the same nationality can be members of the International Board at the same time.
§ 6. Elections will be held every six years, starting in 1977.
§ 7. Members of the International Board may be immediately re-elected.
§ 8. If the total number of candidates (including ex-officio members) is inferior or equal to thirty, and if not more than two candidates of a same nationality are proposed, the election is tacit.
§ 9. Between elections, the International Board may co-opt new members.

Art. 17. § 1. The International Board shall meet upon the written request of five of its members sent by registered mail to the Secretary, or upon the request of the Executive-Council, who fixes the date and place of the meeting.
§ 2. The summons by the Executive Council, or the written request for a meeting, must indicate precisely the agenda or the items which should be discussed.
§ 3. The International Board will meet at least once every three years.

Art. 18. § 1. With the exception of amendments of the Constitution (Art. 19), the International Board takes its decisions at the simple majority of the expressed votes.
§ 2. In case of a tie, the President decides.
§ 3. A quorum shall be ten.
§.4. The International Board can also take its decisions by mail, as the General Meeting.

Art. 19. § 1. If the International Board should decide to amend the Constitution, the proposition must be accepted by two-thirds of the members voting; the proposition is then sent to all members of the Organization.
§ 2. Within forty days from the day of mailing, Ordinary Members may request that such a decision be submitted to a ballot of the General Meeting voting by mail.
§ 3. If a ballot is requested by at least one-eighth of the Ordinary Members, such a consultation must be organized by the Executive Council; if a ballot is not requested by at least one-eighth of the Ordinary Members, the decision of the International Board is effective forty days after the day of mailing it to the members.
§ 4. The vote will be valid if one-third at least of the Ordinary Members take part, otherwise the decision of the International Board will be valid and binding.

Art. 20. § 1. The Executive Council is elected for six years by the International Board from the International Board’s own members.
§ 2. It consists of seven to nine members, i.e., a President, who is also the President of the Organization, a Vice-President, a Secretary who is also the treasurer and four to six other members.
§ 3. Its members may be immediately re-elected.
§ 4. Between elections, the Executive Council may co-opt new members from among the members of the International Board.
§ 5. The Secretary may propose that another person act as Treasurer. The Council may then co-opt a Treasurer as a supernumerary member, who need not be a member of the International Board

Art. 21. § 1. The Executive Council governs and represents the Organi­zation and shall have general charge of all matters of interest to the Organization.
§ 2. The Executive Council is empowered to make all decisions which are not reserved by law or by the Constitution to the other organs of the Organization.

Art. 22. In particular, the Executive Council is empowered to:
§ 1. Fulfil the purpose of the Organization in accordance with Art. 2 and 3.
§ 2. Administer the assets and property of the Organization.
§ 3. Summon the meetings of the International Board and of the General Meeting.
§ 4. Organize ballots and consultations by mail.
§ 5. Appoint committees entrusted with special tasks within the general framework of the Organization.
§ 6. Appoint delegates or representatives of the Organization to scientific conferences, meetings, or to other societies.
§ 7. Carry out decisions of the International Board or of the General Meeting.
§ 8. Present to the International Board annual reports and a financial report together with the Auditors’ report.
§ 9. Appoint administrative staff.

Art. 23. § 1. The Organization is bound by the joint signatures of the President and the Secretary or, should the President be prevented from signing, of the Vice-President and the Secretary.
§ 2. For current administrative matters and non-recurrent expenses not exceeding 1000 SF., the signature of the Secretary alone is sufficient.
§ 3. The Secretary is responsible for the administrative and financial matters of the Organization.

Art. 24. § 1. The Executive Council takes its decisions at the simple majority of the expressed votes.
§ 2. In case of a tie, the President decides.
§ 3. The Executive Council can also take its decisions by mail, as the General Meeting and the International Board.

Art. 25. § 1. The International Board appoints each year two Ordinary Members who shall report on the accounts of the Organization.
§ 2. These Auditors may at all times require that the books and all relevant documents or reports be presented to them and may examine the cash and financial situation.
§ 3. The members of the Executive Council cannot be elected as Auditors.
§ 4. The Auditors may be re-elected.

IV. Resources
Art. 26. The resources of the Organization consist of:
§ 1. Fees paid by members.
§ 2. Possible gifts, bequests and legacies.
§ 3. Subsidies or grants which may be awarded to it by public or private bodies.
§4.  Any other resources which may derive from its own activities.

Art. 27. In order to fulfil its purpose and to secure its functioning, the Organization may at all times constitute or organize separate funds or bodies and give them an appropriate legal structure.

Art. 28. The financial period will be the calendar year.

V. Winding-up
Art. 29. § 1. The winding-up or merger of the Organization may be decided only by an extraordinary session of the General Meeting, formally summoned for this special occasion.
§ 2. The decision will be valid if approved by at least two-thirds of the Ordinary Members of the Organization present and voting.

Art. 30. In the event of the Organization being wound up, the assets remaining after discharge of all debts shall be transferred to a body or bodies having aims similar to those of the Organization.

VI. Introductory provisions
Art. 31. § 1. This Constitution shall be in force from the moment of its approval by the founding members who will also constitute the first International Board and Executive Council.
§ 2. Founding members are persons having approved the present Constitution, the first International Board and the first Executive Council as proposed, and expressed their willingness to become members prior to October first, 1974.

Art. 32. No membership fees will be due for 1974.