ICSTI Statutes
as approved by the Extraordinary General Assembly of ICSTI
11 July 1994, Cambridge, UK
amended by the General Assembly of ICSTI
9 June 1997, Philadelphia, PA, USA
and amended by the General Assembly of ICSTI
24 June 2007, Nancy, France

PREAMBLE

The International Council for Scientific and Technical Information (ICSTI) is the successor in title and function to the International Council of Scientific Unions Abstracting Board (ICSU AB). In adopting the initial Statutes, ICSU AB transferred to ICSTI all its rights, obligations, and property wherever situated. The existing members of ICSU AB became members of ICSTI in the appropriate Classes and Categories.
In accordance with the procedures specified in the Statutes and By-Laws, various amendments have modified certain specific Statutes and By-Laws for the purpose of maintaining the procedures of ICSTI consistent with its needs in the changing environment of its members, but the purposes of ICSTI have remained the same as upon its founding.


NAME AND HEADQUARTERS

1. The International Council for Scientific and Technical Information is an International Association dealing with Science and Technology.
When an acronym is required, "ICSTI" shall be used.
The legal domicile of ICSTI was initially located at the Académie Royale des Sciences, des Lettres et des Beaux-Arts de Belgique. It was then hosted for many years by the International Council of Science (ICSU), at boulevard de Montmorency in Paris.
It is currently located at 5, rue Saint-Germain l'Auxerrois, 75001 Paris, France.


PURPOSES

2. The purposes of ICSTI are to increase accessibility to and awareness of scientific and technical information. Particular purposes are:
(a) to identify and analyze the requirements of the users of scientific information;
(b) to study and analyze methods of collecting, storing, organizing and disseminating scientific and technical information;
(c) to advocate improvements in the sources of and the systems for providing international access to scientific and technical information; and
(d) to promote, encourage and undertake specific activities directed to the achievement of these purposes.
Without limiting the generality of the foregoing, ICSTI may:
(e) undertake research, organize conferences and other meetings;
(f) publish reports, recommendations and other works within its field;
(g) collaborate with international and interdisciplinary bodies with interests in common with those of ICSTI; and
(h) perform all such lawful acts as are necessary or convenient for achieving the above purposes.

The words "scientific and technical" are to be interpreted in the broadest sense, and include inter alia the fields of pure and applied science, social and behavioral science, mathematics, and technology. The word "information" includes inter alia bibliographic information, textual information, factual information, and data, both numerical and non-numerical.
ICSTI shall not engage in any political or religious activity.


SPONSORING BODY

3. The Sponsoring Body of ICSTI is the International Council of Science (ICSU).


MEMBERSHIP

4.1. There shall be four Classes of membership of ICSTI.

4.2.
(a) Class A shall consist of organizations with principal interests in either
(i) the generation or use of new scientific or technical information;
or (ii) the coordination of activities of type (i) within a geographical area or within a discipline; and which have been admitted to ICSTI as Class A Members.
(b) Class B shall consist of organizations with principal activities in the collection, storage, organization, or dissemination of scientific or technical information, and which have been admitted to ICSTI as Class B Members.
(c) Class C shall consist of organizations with some interests in common with those of ICSTI, and which have been admitted to ICSTI as Class C Members.
(d) Class D shall consist of persons whose work within the field of interest of ICSTI merits special recognition and who have been admitted to ICSTI as Class D Members.
In what follows, Class A Members and Class B Members are referred to as Full Members, Class C Members as Associate Members, and Class D Members are Honorary Members.

4.3. Full Members and Associate Members shall pay dues. There shall be at least three categories of dues for Full Members, and each Full Member shall have one, two, or three votes in certain matters, in accordance with the Class and Category in which they have been admitted and the Statutes and By-Laws governing voting.
Honorary Members pay no dues.

4.4. Each Full Member and each Associate Member shall appoint one person as its Representative on ICSTI; a Full Member with the right to more than one vote may appoint a number of Representatives equal to the number of its votes.

4.5. Distinguishable parts of an organization qualifying for membership in two or three of the Classes A, B, and C may be admitted separately to their respective Classes. Each separately admitted part shall pay the dues, and have the voting rights, appropriate for the Class and Category in which it has been admitted.


ADMINISTRATION

5.1. The General Assembly may establish By-Laws to govern the conduct of its activities and business.

5.2. The work of ICSTI shall be conducted by:

(a) the General Assembly (Statutes 6 and 7);
(b) the Executive Board (Statutes 9, 10 and 11);
(c) the Officers (Statute 12);
(d) the Executive Secretary (Statute 13); and
(e) such Committees and other bodies as are prescribed in the By-Laws or set up from time to time.


GENERAL ASSEMBLY

6. The General Assembly, consisting of the Representatives appointed by the Members of ICSTI, and meeting after due notice in a session designated in advance as a General Assembly, is the highest authority of ICSTI, and shall have the following functions:

(a) To pursue the purposes of ICSTI and direct its work, including the approval of its budget and the use of its funds;
(b) To determine the principles of membership of ICSTI, to determine the dues payable by each Member, to have the final authority on admission of a new member for which the proposed admission has been brought to the General Assembly as a controversial action (By-Law 2.1(b)), to terminate membership for non-payment of dues or other good cause, and to elect Honorary Members (Statute 4 and By-Law 3.1);
(c) To elect the Executive Board and such ICSTI committees as it may think fit. The powers delegated to each committee and the constitution of each committee, and the appointment of the members thereof, and the quorum for the transaction of business, shall be determined by the General Assembly. Every committee shall, in the exercise of the powers conferred upon or delegated to it, conform to such general directions as the General Assembly may from time to time prescribe or impose.
(d) To elect from among the Representatives of Full Members the Officers of ICSTI (Statute 12). The elections shall be arranged in conformity with Statute 8.
(e) To amend the Statutes and By-Laws and to dissolve ICSTI if necessary.

7.1. The General Assembly shall meet each year. The date and place of the meeting, unless determined by the preceding General Assembly, shall be determined by the Executive Board.

7.2. The business of the General Assembly shall be specified in the notice convening the meeting, or in an accompanying agenda paper. The notice shall be dispatched to the Representative or Representatives of each Member at least two months in advance for ordinary business. For amendments to the Statutes, or termination of the membership of any Member, three months' notice is required. For dissolution of ICSTI, five months' notice is required. The order of business may be rearranged with the consent of a simple majority of Members represented and entitled to vote. Additional items of ordinary business may be added to the agenda with the consent of two-thirds of Members represented and entitled to vote.

7.3. No action of a General Assembly is valid if fewer than half of the Full Members are represented.

7.4. Honorary Members and Representatives of Associate Members have the right to be present and to speak at meetings of the General Assembly.


VOTING

8.1. Each Representative of a Full Member of ICSTI shall have one vote in meetings of the General Assembly on the level of dues and on the budget, unless this vote has been forfeited in accordance with Statute 8.7.
In all other matters each Member shall have one vote, unless this vote has been forfeited in accordance with Statute 8.7. In cases of doubt, the chairman of the session shall decide whether voting shall be by Member or by Representative.
Honorary Members and Representatives of Associate Members have no vote.

8.2. Voting may be by show of hands or by secret ballot, at the discretion of the chairman of the meeting. It shall be by secret ballot if any duly appointed Representative so requests.

8.3. (a) Except where otherwise provided in the Statutes and By-Laws, decisions are taken by a simple majority of Members represented and entitled to vote. The chairman of the meeting is entitled to a second (casting) vote in the event of a tie.
If a Member entitled to more than one Representative is not fully represented, any of its Representatives present may exercise a proxy vote on behalf of any absent Representative.
(b) Termination of membership requires an affirmative vote by at least two-thirds of Members represented and entitled to vote.

8.4. During the period between meetings of the General Assembly, voting may take place by post if either :

(a) the matter has been specifically referred to a postal vote by an affirmative vote of two-thirds of Members represented and entitled to vote at a session of a preceding General Assembly or
(b) the Executive Board considers that the matter is not controversial.

Adoption of a proposal by postal ballot for matters governed by Statute 8.4 (a and b) shall require the affirmative vote of at least two-thirds of the Full Members of ICSTI, excluding any who have forfeited their vote in accordance with Statute 8.7.

8.5. The period allowed for the return of postal votes shall be the period of notice specified in the Statutes and By-Laws for business of the kind under consideration plus one month; if the specified notice was given in advance of the General Assembly referred to in Statute 8.4(a), the period shall be one month. In the event of serious disruption of the postal or other communication services the period allowed for the return of votes may be extended by the length of the interruption.

8.6. When a postal vote is arranged under Statute 8.4(b), Full Members shall be given the option of:

(a) voting in favor of the proposal;
(b) voting against the proposal; or
(c) requesting that the decision be deferred until the next meeting of the General Assembly.

If the total number of votes under (b) and (c) is 20% or more of the membership entitled to vote, the proposal shall be deemed to be controversial, and any decision shall be deferred until the next meeting of the General Assembly.
Statutes 8.4 and 8.6 shall not apply when the provisions for postal voting in Statute 17.2 or Statute 17.4 are invoked.

8.7. Representatives of Full Members whose dues for any preceding calendar year have not been paid in full are not entitled to vote.

8.8. In any case in which voting by post is permitted and the facilities are available to a member and the ICSTI office, communication by electronic means, such as facsimile, electronic mail, computer conferencing, telex, or other such method, may be substituted for postal or messenger services.


EXECUTIVE BOARD

9. The Executive Board of ICSTI is responsible to the General Assembly. It shall be constituted as follows:

(a) The Officers of ICSTI;
(b) Two Representatives of Members in each Class of Full Membership established in Statute 4;
(c) Not less than three and not more than five other Representatives of Full Members, - elected without restriction of Class; and
(d) The Immediate Past President, as an ex officio member of the Executive Board for one year following his term of office as President, and not more than two other persons co-opted to the Executive Board on account of their special knowledge and experience.

No Member may have more than one Representative elected to the Executive Board under paragraphs (a), (b) and (c) above at any one time. Persons serving under paragraph (d) shall have no vote in the Executive Board, and shall not be counted in determining the quorum.

10.1. The term of office of a Representative elected to the Executive Board shall be from the end of the General Assembly at which he was elected until the end of the third following General Assembly. He is eligible for immediate reelection, but may not be elected to the Executive Board continuously for more than six years in any one capacity, nor for more than twelve years continuously on the Executive Board in any combination of capacities except as covered by Statute 12.7(b).

10.2. A vacancy, including that of the Presidency, occurring between meetings of the General Assembly may be filled by the Executive Board for the period until the end of the next General Assembly at which election of the Officers and of the Executive Board would normally occur (Statute 12.7(a)). Service on the Executive Board during such a period shall not be regarded as part of the limiting terms specified in the second sentence of Statute 10.1.

11.1.
(a) The Executive Board shall meet once in each calendar year, additional meetings may be held at the discretion of the President or at the request of six or more members of the Executive Board. Actions of the Executive Board are not valid unless more than half of its members take part. Voting shall be in accordance with the provisions of Statute 8.3. The Executive Board may invite any Member of ICSTI to send a non-voting representative to any of its meetings.
(b) If necessary, the business of the Executive Board (other than its annual meeting) may be conducted by correspondence, which may include electronic means, such as facsimile, electronic mail, computer conferencing, telex, or other such method, as well as postal or messenger services. A decision by correspondence that requires voting requires the same level of majority as a meeting in person, except that it is in relation to the full voting membership of the Executive Board, in which a failure to participate in the vote is considered a "no" vote, but explicit indication of "abstain" is not considered failure to participate.

11.2. The Executive Board shall carry out the decisions of the General Assembly and shall give effect to the general policies of ICSTI. It shall approve the admission of new members in Classes A, B, and C based on the classes of membership established by these statutes (Statute 4) and the principles established by the General Assembly (Statute 6(b)).

11.3. During the periods between meetings of the General Assembly, the Executive Board shall have full power to carry on the business of ICSTI in all matters not specifically assigned by the Statutes, By-Laws, or the General Assembly to individuals or other bodies. In cases of urgency it may make ad-interim arrangements in all matters assigned by the Statutes or By-Laws to the General Assembly. The Executive Board has the power to set up such Committees and Sub-Committees as it may find convenient.

11.4. In the event of an individual or another body of ICSTI failing to act in any matter assigned to him or it, the Executive Board may, after reasonable notice to the individual or body in question, take action on behalf of ICSTI.

11.5. The Executive Board shall appoint the Executive Secretary (Statute 13), and shall fix scales of remuneration for all employees of ICSTI. Unless otherwise directed by the chairman, the Executive Secretary shall attend meetings of the Executive Board, and shall have the right to speak but not to vote.

11.6. The Executive Board shall report on its activities at each General Assembly.


OFFICERS


12.1.
(a) The Officers of ICSTI shall be: the President, the Vice-President, the General Secretary, and the Treasurer.
(b) The President shall not hold any other office within ICSTI. The offices of Vice-President and General Secretary may not be combined, but, when appropriate, the Vice-President may also be elected as Treasurer.

12.2. The Officers with the help of the Executive Secretary (Statute 13.1) shall carry out the decisions of the Executive Board.

12.3.
(a) The President shall be Chairman of all meetings of the General Assembly and of the Executive Board. In his absence the Vice-President shall act as a chairman. If both the President and the Vice-President are absent, the General Assembly or the Executive Board shall elect one of its members as an ad-interim chairman, with the election chaired by a person determined by the order of precedence of Statute 19.
(b) The President shall be responsible for the implementation of the policy of ICSTI and for the representation of ICSTI with third parties according to Statute 15.5 and such other rules and guidelines as may be established by the Executive Board.

12.4. The Vice-President shall deputize for the President as provided in Statute 12.3(a), and in any urgent matters when the President is incapacitated or unavailable.

12.5.
(a) The General Secretary shall be responsible for the conduct of non-routine correspondence, for the supervision of the keeping of the minutes of the General Assembly and of the meetings of the Executive Board, and for the supervision of the Executive Secretary in the conduct of ordinary correspondence.
(b) The General Secretary is responsible for compiling the annual report of the Executive Board (Statute 11.6). In the compilation of this report, the General Secretary may call for such assistance as may be needed from the President, other members of ICSTI, and the Executive Secretary.
(c) The General Secretary shall determine, with the assistance of the Executive Secretary, that proposed new members of Classes A, B, and C satisfy the criteria for membership established by these Statutes and actions of the General Assembly.

12.6.
(a) The Treasurer shall advise the Executive Board on all financial matters concerning ICSTI.
(b) The Treasurer shall be responsible for the preparation of such budgets as may be required by the Statutes and By-Laws, and shall supervise the Executive Secretary in the administration of the funds of ICSTI to limit expenditures to the funds available.
(c) The Treasurer shall supervise the Executive Secretary in the preparation of a financial report, verified and approved by a certified public accountant, and dispatched to members of the Executive Board by 31 March in each year. The Treasurer shall supervise the Executive Secretary in keeping the accounts of ICSTI.
(d) The Treasurer shall have signature authority for disposition of deposited or invested funds along with other persons appointed by the Executive Board and according to rules established by the Executive Board (Statute 15.5).

12.7.
(a) Each Officer shall serve from the end of the final session of the General Assembly at which he was elected until the end of the final session of the third General Assembly following his election (starting with the General Assembly of 1995 and continuing on a three-year cycle thereafter). The Officers serving at the time of the Extraordinary General Assembly of 1994, held under the Statutes and By-Laws in effect up to that time, will continue to serve until the General Assembly of 1995.
(b) Notwithstanding Statute 10.1, a person who has served twelve years in other capacities on the Executive Board may be elected as President for not more than two three-year periods.
(c) It shall be stated in the By-Laws how a vacancy due to the death, resignation or incapacity of an Officer will be filled for the remainder of an incomplete term of office.


EXECUTIVE SECRETARY

13.1. The Executive Secretary shall have the following functions, under the direction of the Executive Board:

(a) To conduct the daily business of ICSTI, administer its funds, issue its publications, and maintain its records.
(b) To inform the Members of ICSTI, through their Representatives, of the resolutions and actions of the General Assembly and of the Executive Board.
(c) To inform the Members of ICSTI, through their Representatives, of the date, place and agenda of its meetings.
(d) To receive from Members of ICSTI, through their Representatives, information of interest to ICSTI.
(e) To assist the General Secretary and the Treasurer in the preparation of reports, financial reports, budgets and such other duties as established in these Statutes and the By-Laws.
(f) To keep the Treasurer informed about the financial status of ICSTI and to inform and consult with him if any expenditure is likely to exceed the amount budgeted for it to a substantial extent, or if total expenditures appear likely to exceed the funds available.
(g) To appoint staff and to fill vacancies.
(h) To undertake such other work as the Executive Board may reasonably require.

13.2. The Executive Secretary, in consultation with the appropriate chairman, is responsible for the preparation of agendas for meetings of the General Assembly and the Executive Board, for the keeping of adequate records of the proceedings, and for the preparation and dispatch of the minutes. He shall give such assistance as is reasonable to the chairmen of other committees and other bodies connected with ICSTI.


FINANCE

14. The funds of ICSTI shall be derived from the following sources:

(a) dues paid by Members of ICSTI;
(b) grants and subventions, if accepted by the Executive Board on behalf of ICSTI;
(c) payments for services rendered or work performed; and
(d) sale of publications.

15.1. The funds of ICSTI shall be used only for the payment of expenses legitimately incurred in furtherance of the work of ICSTI.

15.2. ICSTI is liable only to the extent of its assets, and its Members are not individually liable for its corporate debts and liabilities in excess of their membership dues.

15.3. No member of the Executive Board, no person holding other office in ICSTI, and no employee of ICSTI, is individually liable for the corporate debts and liabilities of ICSTI. ICSTI shall indemnify any such person in respect of claims laid against him in respect of his legitimate actions on behalf of ICSTI.

15.4. ICSTI shall not accept any liability for any personal loss, damage or accident sustained by any individual, not being an employee of ICSTI, engaged in any activity, including travel, on behalf of ICSTI.

15.5. The Executive Board shall determine rules and signature authorities for the signing of contracts, cheques and formal agreements involving ICSTI (consistent with Statute 12.6(d)), and shall ensure that ICSTI carries adequate public liability, employer's liability, fire and theft insurance.

16. The fiscal year shall end on 31 December. The Executive Board shall submit to each General Assembly, and seek approval of, a report on the accounts for the preceding fiscal year.


AMENDMENT OF THE STATUTES AND DISSOLUTION OF ICSTI

17.1. Formal proposals to amend the Statutes may be made by the Executive Board or any Full Member of ICSTI. Such proposals shall be dispatched to Members at least three months in advance of the session of the General Assembly at which they are to be discussed, and shall specify the time at which the amendments, if adopted, will take effect. Any amendment of the Statutes requires the affirmative vote of at least one-half of the Members of ICSTI.

17.2. If fewer than one-half of the Full Members are represented at the session of a General Assembly at which an amendment to the Statutes is discussed, voting shall be postponed until the next General Assembly and the existing Statutes shall remain in force. At the second General Assembly those Full Members not represented may vote by post; an affirmative vote of two-thirds of those voting, whether by post or in person, is required for the adoption of the amendment.

17.3. A formal proposal to dissolve ICSTI may be made by the Executive Board or by one-fifth or more of the Full Members of ICSTI. Such a proposal shall be dispatched to Members at least five months in advance of the session of the General Assembly at which it is to be discussed, and shall specify the time at which the proposal, if approved, will take effect. Dissolution of ICSTI requires the affirmative vote of at least two-thirds of the Full Members of ICSTI.

17.4 . If fewer than two-thirds of the Full Members of ICSTI are represented at the session of the General Assembly at which the dissolution of ICSTI is discussed, voting shall be postponed until the next General Assembly and ICSTI shall remain in existence. At the second General Assembly, those Members not represented may vote by post and the proposal shall be accepted or rejected by a simple majority of those voting, whether by post or in person.

18. If ICSTI is dissolved in accordance with Statute 17.3 or Statute 17.4, the General Assembly shall appoint a special Committee for liquidation of the assets of ICSTI. The net assets shall be given to one or more, preferably international, charitable, educational or scientific organizations or institutions with purposes similar to those of ICSTI.
The net assets shall not be distributed among the Members of ICSTI. The General Assembly, in setting up the special Committee, may indicate how the net assets should be distributed.


EMERGENCY POWERS

19. If, through events outside the control of ICSTI, circumstances arise in which it is impracticable to comply with the provisions of the Statutes and By-Laws, the GeneraL Assembly, the Executive Board, and the Officers of ICSTI, in the order specified below, shall take such actions as they deem necessary for the continued operation of ICSTI. Such actions shall be reported to a higher authority as soon as this becomes practicable, until such time as a General Assembly with representation as required by the Statutes can be convened. The order of authority is as follows: the General Assembly with fewer than the number of Members required by the Statutes being represented; the Executive Board in meeting or by correspondence; the President; the Vice-President; the General Secretary; the Treasurer; failing the practicability or availability of any of the above, any one of the members of the Executive Board; the Executive Secretary.


INTERPRETATION

20.1. Words importing the male sex are used only for brevity, and shall be read to include the female sex.

20.2. In determining the number required for a quorum or majority at a General Assembly, fractions shall be disregarded, and the quorum or majority shall be based on the number of Full Members represented, and not on the number of Representatives of Full Members present. In determining the number required for a quorum or majority at a meeting of the Executive Board, fractions shall be counted as unity.

21. These Statutes shall be governed by and interpreted in accordance with the French law governing associations (Loi du 1er juillet 1901 relative au contrat d'association et décret du 16 août 1901).