EUDEC Guidance Document

In the Guidance Document, the Assembly of Members codifies the central foundations of EUDEC as well as many internal rules, structures and procedures. It is somewhat like EUDEC's internal lawbook.

 
The Guidance Document is also an evolving document, and it is improved every year at the Annual General Meeting?. To work on improving it, we can use the wiki as a platform for comments, discussion and proposals. However, these discussions shouldn't take place on this page, which is dedicated to keeping the current Guidance Document so that anyone can access it and find what they need at any time. Instead, we set up separate wiki pages for each Article, in which we can discuss things. For example, click on the titles of Article 1:00 to see one such page. If an Article you would like to discuss does not have its own page yet, simply create that page and write down your comments or questions.

 

Section 1 Foundations

 

Article 1:00 Preamble

1:00 The protocol and procedures of the European Democratic Education Community
(EUDEC) are to be ordained by the following articles, subordinate to the
Association's Articles of Association (Satzung) and as ordained therein. All
bodies herein ordained as bodies of EUDEC must adhere to the protocol and
procedures established herein.

Article 1:10 Community Aims

 
(a) To support all forms of democratic education throughout Europe

(b) To promote democratic education as a sensible choice for democratic states

(c) To establish, in legislation and practice, the right to found and attend
democratic education institutions.

(d) To facilitate exchange of information between democratic education
institutions in Europe and create connections between schools for cooperation
and mutual learning

(e) To provide information and outreach programs for colleges and training
institutes to give future teachers a practical understanding of the basics of
democratic education and what it can mean for teachers, pupils, educational
environments and democratic states.

(f) To provide aid and support to democratic education institutions as well as
organisations, associations and other groups whose main objectives include the
establishment of such an institution.

Article 1:20 Definitions

1:20.10 The basis of democratic education is in certain rights of students,
which EUDEC defines as follows (based on the 2005 Resolution of the 13th
International Democratic Education Conference (IDEC), Berlin, Germany):
(11) In any educational institution, students have the right
(12) to make their own choices regarding learning and all other areas of
everyday life. In particular, they may individually determine what to do, when,
where, how and with whom, so long as their decisions do not infringe on the
liberty of others to do the same.
(13) to have an equal share in the decision making as to how their organisations
– in particular their schools – are run, and which rules and sanctions, if any,
are necessary.
1:20.20 Democratic education is defined by this organisation as education
conducted in keeping with the above Resolution.
1:20.30 Specifically, EUDEC identifies regular democratic meetings with
one-person one-vote as a fundamental necessity of democratic education.
1:20.40 For all purposes within this document, Europe is defined as the total
area of all European states as defined by the Council of Europe.

 

Section 2: Organisation

 

Article 2:10 Membership

 

(a) Full and Associate Membership

2:10.a10 MEMBERSHIP: The membership consists of individuals, schools and
organisations, including school startup-groups, which have the same rights and
responsibilities as organisations. Any individual may apply for membership
(using a written or electronic form), and all members fall into one of two
categories: full member or associate member.
2:10.a11 An individual, organisation or school has to fulfill two criteria to
qualify for full membership: (i) they must support EUDEC's aims (see Article
1:10) to promote democratic education as defined in Article 1:20, and (ii)
reside, or be located, in Europe.
2:10.a12 Any individual, school or other organisation may become an associate
member (even if they do not qualify for full membership) if they stand behind
EUDEC's Aims (see Article 1:10) to promote democratic education as defined in Article 1:20.
2:10.a15 A EUDEC member organisation that starts a school that becomes a EUDEC
member can cancel its membership with any fees already paid by the organisation
for the remainder of the fiscal year going towards current and future membership
fees of the new school.
2:10.a20 When a new member has been admitted a EUDEC employee or officer
notifies them promptly of their admittance.
2:10.a25 GOOD STANDING: A member of EUDEC is considered to be in good standing,
unless their membership has expired (see 2:10.c12) or has been disqualified by
the Oversight Committee (see 3:30.h). A member who is not in good standing does
not have the rights of a member. A member whose membership has expired can
return to good standing by paying their fees due. A disqualified member may be
returned to good standing only by the Assembly (see Article 3:10).
2:10.a30 VOTING RIGHTS: An individual with a full membership in good standing
(see above) is entitled to one vote on each question arising at any general or
Extraordinary Meeting of the members. A school with a full membership in good
standing can designate a maximum of three voting representatives, an
organisation with a full membership in good standing can designate one voting
representative, each entitled to one vote on each question arising at any
general or extraordinary meeting of the members. (For more on member schools and
organisationssee (b) below.)
2:10.a40 RESIGNATION from MEMBERSHIP: Members may resign by submitting a signed,
written resignation by post or fax which is effective as soon as Council
receives it. Membership fees cannot be refunded.
2:10.a45 RESIGNATION from OFFICE: Any member may at any time resign from any
office of the Community or reject election to such office. In the event that an
elected member rejects office their candidacy is stricken, and the results are
calculated anew, ignoring that candidate. A member resigning at a later point is
officially removed from office as soon as their notice of abdication reaches the
Chief Coordinator in writing. E-Mail constitutes, for this purpose, sufficient
written notice. Notice of abdication must be accompanied by an explanation,
which is subject to disclosure as per Article 2:30.
2:10.a50 RIGHTS of ASSOCIATE MEMBERS: Associate members have all rights of
membership, except for the right to vote and the right to be elected for Office.
2:10.a60 CONTACT PERSON: Member organisations must have an official contact
person known to Council.
2:10.a70 CHANGE of MEMBERSHIP STATUS: One year after a full member of any kind
moves to a country that is not in Europe, their membership is automatically
turned into an associate membership.

(b) Member Schools and Organisations

2:10.b10 SCHOOLS' VOTES: Member schools must elect an official contact person,
and three (3) voting representatives. These officials must be elected annually
by an equal, fair and democratic vote open to all students and staff at the
school, and Council must be notified of the representatives elected. Any
individual elected by a member school as a voting representative may also run
for Council.
2:10.b15 ORGANISATIONS’ VOTES: Member organisations must elect an official
contact person, and one (1) voting representative. This official must be elected
annually by an equal, fair and democratic vote open to all members of the
organisation, and Council must be notified of the representatives elected. Any
individual elected by a member organisation as a voting representative may also
run for Council.
2:10.b20 When calculating a majority or proportion of the membership a member
school is counted as 3 members, an organisation as 1 member.
2:10.b30 RIGHTS of SCHOOL MEMBERS: Being an employee, student or parent of a
student at a full member school entitles an individual to all rights of
membership, except for voting in the Assembly, and except where stated
otherwise. However when participating in meetings other than the Assembly, these
school members are allowed their own vote and may also run for Office.

(c) Fees

2:10.c10 All members pay an annual membership fee in accordance with the valid
Fee Schedule. This fee entitles members to one-year membership in the Community,
beginning on the date the registration is received. Fees for the first year are
calculated proportionally to the duration of the membership. Membership becomes
effective after payment has been received. Council may set a lower fee for a
specific organisation or member school on a case-by-case basis, the decision and
reasoning subject to disclosure as per Article 2:30.
2:10.c12 PAYMENT of MEMBERSHIP: All members receive an electronic payment
reminder in December. Independent of this reminder, all members that do not pay
their membership fee for a calendar year until February 1 of said year are
considered to not be in good standing (see 2:10.a25).
2:10.c15 LAPSED MEMBERSHIP: Former members can renew lapsed memberships at any
time by paying the current applicable fee without having to resubmit an
application for membership.
2:10.c20 CHANGES in FEE SCHEDULE: The Fee Schedule is subject to change by the
General Meeting. Any motion to change the Fee Schedule must be announced 30 days
before the Meeting, at latest. Any later motion is considered a Special Motion,
requiring a special majority and subject to Oversight Committee review (cf.
3:10.b).
2:10.c30 REGIONAL CHAPTER FEES: In regions where a Regional Chapter exists (see
Article 3:40) membership fees are shared with the Chapter. See 3:40.c for more
details about membership and Chapters.

Article 2:15 Non-Discrimination

2:15.10 EUDEC will not discriminate as to ethnicity, colour, religion, gender,
marital status, national origin, age, special needs or sexual orientation.
2:15.20 EUDEC is committed to promoting an anti-discriminatory culture by:
(21) ensuring where reasonable that all people have an accessible opportunity to
participate in EUDEC,
(22) ensuring where reasonable that all members have an accessible opportunity
to participate in discussion and decision making, and,
(23) ensuring where reasonable that all policies, communications and practices,
while not intentionally discriminatory or intimidating, have a
non-discriminatory effect.
2:15.30 If a member believes any of EUDEC's activities or communications
contradict this article they must send a written complaint to Council. Council
must respond in writing within 14 days, subject to disclosure (as per Article
2:30). Before or after this, the member may also lodge a complaint with
Oversight Committee (see Article 3:30).

Article 2:20 Communication

2:20 EUDEC uses the Internet for internal communications and public relations.
Unless specifies otherwise, EUDEC accepts E-Mail notice as written notice. The
official platform for online Community business is an Internet forum or similar
platform. If the platform is not located directly at the http://www.eudec.org/
URL, a hyper-link to the platform must be available directly at that URL. This
platform must be accessible both for reading and for posting by all members of
EUDEC, full or associate.

Article 2:30 Disclosure

2:30 Any matter subject to disclosure, as defined in this Guidance Document,
must be posted as soon as possible on the official Internet platform and read
out by the Ombudsman at the next Assembly. Unless stated otherwise in this
Guidance Document the deadline for initial online disclosure is 21 days after
the moment when the matter subject to disclosure first becomes known.

Article 2:35 Transparency

2:35 All bodies of EUDEC must conform to the principle of organisational
transparency, recording in the minutes of their meetings all decisions made and
providing information on past decisions. This requirement applies even where the
content of discussion is confidential.

Article 2:40 Voting and Meetings

2:40.10 All official meetings and votes of the EUDEC and its organs must follow
the procedures laid out in this Article. Any reference here to “members” refers
only to the members of the voting body. For many organs – Assembly especially –
more specific procedures are described elsewhere in this Guidance Document. In
case of contradiction, the organ-specific procedures take precedence.

(a) Order

2:40.a10 All meetings are presided over by a Chairperson elected by the meeting.
The Chair may choose how to run the meeting, but Robert's Rules of Order (Newly
Revised) are to be used as a point of reference and may be consulted as arbiter
in disputes over the rules of order.

(b) Votes

2:40.b10 Matters arising at any meeting are decided by a simple majority vote.
All members may vote on any question. The presiding chairperson can abstain from
voting but then vote after the votes have been tallied if a single vote can
create or break an equality of votes. In case of an equality of votes the motion
is defeated. When casting a deciding vote the Chairperson explains their vote.
2:40.b15 In any vote an individual may cast a maximum of one vote, regardless of
circumstances that may give an individual an additional vote (such as a full
individual member who is also a school's voting representative).
2:40.b20 Every matter is decided in the first instance by a show of hands unless
a poll be demanded by any member, in which case a poll takes the place of the
show of hands. In a poll the Chairperson may only vote with the rest of the
members.
2:40.b30 POLL PROCEDURES: Polls are conducted by two Poll Overseers, who are
elected by the meeting using a Single Transferable Vote ballot for a single poll
or a pre-determined set of polls as determined by the Assembly.
2:40.b32 Members vote on a poll or a pre-determined set of polls using a
specially-prepared form on which they may state their preferences for each of
the motions in the poll. These forms are cast in a private manner, under the
supervision of the Poll Overseers. The Poll Overseers receive a list of all
eligible voting members present and use this list to ensure that each member
participates no more than once in the poll.
2:40.b34 Votes are tallied after all eligible members present have been given a
fair opportunity to participate in the poll. Poll results are counted twice,
once by each Poll Overseer. Each tally must be performed in the presence of
either Chairman or Secretary of the meeting. Other members may observe the
tallying so long as they do not cause any disturbance to it. The two tallies are
compared and repeated until they match. When the tallying is complete the
results are announced and noted.
2:40.b40 The final balance of votes regarding any proposal must be tallied and
entered into the minutes by the Chair or Secretary presiding.
2:40.b50 A member who declares conflict of interest does not vote concerning the
matter.

(c) Motions

2:40.c10 Voting proceeds on the basis of motions, which may be proposed on the
agenda or during the meeting. A motion not present on the agenda may be put
forth by a voting member, on the condition that it be seconded by another
present voting member.
2:40.c20 For each motion a single vote determines if the motion is adopted or
rejected.
2:40.c22 When there are two or more contradictory motions pertaining to the same
matter the motions and amendments are voted on from last-proposed to first, each
being carried or rejected. In the event that more than one motion remains (has
been carried) after this first round of votes another vote takes place, in which
each member may only vote for one of the remaining motions. If a single motion
receives an absolute majority of votes cast, that motion wins.
2:40.c24 If no absolute majority is found the motions must be compared pairwise,
using the Schulze Method to determine an absolute winner. (Information on the
Schulze method can be found on the Internet.)
2:40.c26 Regardless of the method used to determine the winning motion a final
vote takes place to adopt or reject the winning motion. If this final motion is
rejected no motion is adopted regarding the matter at hand. However, the meeting
may at any time, by a simple majority vote, decide to reopen a subject for
renewed discussion and voting.

(d) Adjournments

2:40.d10 Any meeting may be adjourned to any time by majority vote, and such
business may be transacted at such adjourned meeting as might have been
transacted at the original meeting from which such adjournment took place. No
notice is required of such adjournment. However, motions for expulsion of
Council members may not be adjourned to another meeting. Votes on acceptance of
membership applications must take place at the beginning of the General Assembly
if they were on the agenda in advance.

(e) Elections with few candidates

2:40.e10 Whenever the number of candidates for an Election is equal to the
number of positions to be filled, voting may take place in the following way:
(11) In a first round of voting, members can vote YES or NO on each of the
candidates. If all candidates receive a majority of votes cast, all candidates
are elected.
(12) If one or more candidates do not get a majority, a second round of voting
takes place using the Single Transferable Vote system, with the provision that
leaving a candidate unranked is interpreted as a vote against that candidate.
Candidates are then elected if and only if they have reached the necessary quota
of votes as calculated at the beginning of the count.

(f) Elections for a singular office

2:40.f10 Whenever an election takes place for a singular office (where only one
person can be elected), voting members are asked to vote for their first
preference. If a single candidate receives an absolute majority of votes cast,
that candidate wins. If no absolute majority is found the candidates must be
compared pairwise, using the Schulze Method to determine an absolute winner.
(Information on the Schulze method can be found on the Internet.)

Article 2:50 Internal Procedures

2:50 All Committees, Workgroups, Chapters and other bodies, including Council,
established as bodies of EUDEC by Section 3 of this Guidance Document, may craft
internal procedures insofar as these pertain only to the internal operation of
the said body. These are subordinate to the Guidance Document and to decisions
of the Assembly and may not in any way contradict them. Internal procedures must
always be decided by a simple majority of members of the body they apply to and
may be amended or repealed by a simple majority. Insofar as a procedure has not
been repealed it is binding to all members of the body in question.

Article 2:60 Elections

2:60.10 Full Elections for Council (see Article 3:20), Oversight Committee (see Article 3:30), and Auditors (see Article 3:60) take place during the Annual
General Meeting. The members present for the first plenary session of the
General Assembly elect two Election Supervisors, who administer the elections
and may not run for any office in the elections they administer. The Supervisors
are elected using the Single Transferable Vote model of elections, as described
for the Elections themselves. The Supervisors for the Election of the Oversight
Committee (see Article 3:30) may not be current members of Council.
2:60.15 The Elections are administered in strict accordance with the rules set
forth in this Article. Council may craft additional regulations and guidelines
for the administration of fair and equal Elections. These are valid as soon as
they have been available to members on the official Internet platform for 21
days. The Oversight Committee may suspend any Election regulation crafted by
Council. Suspended regulations, should Council still wish to use them, can be
approved only by the Assembly. The same applies to regulations not published 21
days in advance of the General Meeting. No motion on the agenda must be present
for the approval of these regulations.
2:60.20 All Full Elections take place using the Single Transferable Vote model
of representative elections. Information on this model is available on the
Internet. The technical application of the model is determined by Council's
regulations, or lacking applicable regulations, by the Supervisors during the
General Meeting.

(a) Offices and Terms

2:60.a10 Council and Oversight Committee are elected for a two-year term, on an
alternating rotation: Council is elected on odd years, the Oversight Committee
on even years. Elections encompass all seats of the respective body, whether
vacant or occupied. No current member of Council may run for Oversight Committee
or vice versa.
2:60.a12 Two Auditors are elected every year for a one-year term. No current
member of, or candidate for, Council or Oversight Committee may be a candidate
for Auditor, nor may a candidate for Auditor run for Council or Oversight
Committee.

(c) Nominations

2:60.c10 A candidate can only be nominated if they are present and consent to
the nomination, or if they have consented in writing prior to the meeting and
their written consent is presented during the nomination.

(d) By-Elections

2:60.d10 If, for any reason, not all position in Council or on the Oversight
Committee are filled, elections must take place to fill the vacancies for the
remainder of the current term. Council must give notice of the date and method
of election within 14 days of the vacancy via E-Mail and the official Internet
platform. Elections are held no less than 7 days, and no more than 30 days,
after Community members are given notice. An exception can be made by Council if
a General Meeting is less than 90 days away; in such cases the by-elections can
take place during that meeting, beside any other votes or elections or as part
of them. Otherwise by-elections take place on the Internet or, if necessary, in
an Extraordinary Meeting of the General Assembly, as determined by the Council.
Officers elected mid-term only remain in office until the next full elections
for their respective office.
2:60.d15 Candidacies for by-elections may be announced by the candidates
themselves up to 24 hours before the beginning of the elections and may be
retracted at any time up to 24 hours after election results have been announced.
If a winning candidate has retracted their candidacy the results are
recalculated, ignoring votes regarding the retracted candidacy or candidacies.
2:60.d20 By-elections are administered according to Council's elections
procedures as per 2:60.a.

Article 2:70 Employees

2:70 Employees of the EUDEC who are members of the organisation have all the
rights of members, apart from running for, or holding the office of, Council
member (see 3:20), Auditor or member of the Oversight Committee (see 3:30).

Article 2:80 Branding

2:80 For all intents and purposes Council represents EUDEC as regarding the use
of EUDEC's logo and any other branding materials. Recognised Regional Chapters
(see Article 3:40) are authorised to use and approve brand use in their region.
The approval awarded by Council or by a Chapter can be retracted at any time.
Council may delegate a specific Workgroup with branding rights. Council
decisions on branding override Chapter and Workgroup decisions, and Assembly
decisions override all others.

 

Section 3: Organs of the Community

 

Article 3:10 Assembly of Members

3:10.10 The governing assembly of the Community is the Assembly of members. All
members may participate and vote in the Assembly, as defined in Section 2. The
Assembly determines the course of the Community democratically in decisions
codified in this Guidance Document and in the records of the Community. All
powers, responsibilities and authority delegated by the Assembly, through this
Guidance Document or otherwise, remain subordinate to the Assembly's overarching
mandate. The Assembly always reserves the right to overrule any decision made by
any organ it has ordained, except for Regional Chapters (see Article 3:40).

(a) General Meetings of the Assembly

3:10.a10 Council decides the time and place of General Meetings and Assemblies
of members. For any set meeting (regular or Extraordinary), an invitation
containing the time, location and a draft agenda must be sent to all members by
prepaid mail or by E-Mail no less than 45 days before the beginning of the
meeting. No further public notice or advertisement is necessary.
3:10.a20 A regular General Meeting is held a minimum of once (1) a year. Notice
of the time and place must be given at least 45 days before the first day of the
Meeting.
3:10.a30 The Annual General Meeting is held, if applicable, during the annual or
biennial EUDEC conference.
3:10.a40 At every Annual General Meeting, in addition to any other business that
may be transacted, the report of the Council, the financial statement, the
minutes of the previous elections meeting and the report of the Auditors are
presented.
3:10.a60 All of the following items (61-69) require the General Meeting’s
approval. Items 61, 64, 65, and 68 can only be decided by the General Meeting,
never by any other body.
(61) Changes to the Guidance Document or Articles of Association (German
Satzung),
(61a) except changes that are required to make the documents adhere to
applicable law or that do not change the meaning of the document(s), which can
be decided on by council;
(61b) The actual change to the documents may be worded by council based on the
spirit and content of a decision made by the General Meeting.
(61c) In all cases where a final wording was not directly approved by the
General Meeting, the change must be approved by the Oversight Committee and
disclosed to the membership as per Article 2:30.
(62) Any purchase or sale of real estate property.
(63) Any loan taken in the name of the Community.
(64) Membership of the organization in another organization or association,
(65) Changes to the schedule of membership fees,
(66) Council’s actions, based on annual reports submitted by the Council and the
Auditors,
(67) The annual budget,
(69) The annual financial report, accompanied by the auditors' recommendation of
the previous year and financial discharge of the council, and
(68) Proposals to dissolve EUDEC

(b) Agenda

3:10.b10 All matters to be discussed at the General Meeting, regular or
Extraordinary, are made known to the membership by means of an agenda produced
by Council. A final agenda must be available to members on the official Internet
platform no later than twenty-one days before the Meeting. Matters may only be
decided if a proposal or motion pertaining to them was presented in the final
draft agenda, apart from matters internal to the meeting or gathering itself.
Within the two-month period before the meeting at least two preliminary draft
agendas have to be released for comment and amendments. Each agenda and agenda
draft is sent to all members via prepaid mail or E-Mail along with notification
of the time and location of the Meeting.
3:10.b40 The final cut-off date for all additions and changes to the agenda is
28 days before the date of the Meeting.
3:10.b50 During the Meeting, Council is responsible for presenting each of the
points on the agenda to the membership. When presenting proposals made by
members outside Council, Council may give a brief outline of the discussion
surrounding the matter before allowing the proposing member to present their
proposal.
3:10.b60 New motions may be put forth that were not on the agenda so long as
they are intended as an alternative or amendment to a motion on the agenda
(whether it has already been decided or not). It is also always possible to put
forth proposals about matters internal to the meeting or gathering. However, new
motions that are neither meeting-internal nor alternatives to agenda proposals
require an ad hoc Assembly vote before they can be discussed. If the Assmebly
allows the discussion, the matter is a Special Motion and requires a 2/3
majority to pass. If a Special Motion is approved by the General Meeting its
decision does not come into effect until reviewed by the Oversight Committee. If
the Oversight Committee unanimously declare the motion invalid it is repealed.
Otherwise it goes into effect immediately after review. A motion that has been
declared invalid may be proposed on the agenda of the next General Meeting.

(c) Extraordinary Meetings and Referenda

3:10.c05 Any member may at any time request an online Referendum. A request can
pertain to no more than one Referendum and requires a successful petition of
voting members in order to succeed (that is, in order for the Referendum to take
place). The initial request is submitted to the Chief Coordinators (see 3:20.m).
The Council notifies all EUDEC members of the petition by E-Mail or paper post
within 14 days. Council provides at least one online method for members to
declare their support for the petition. The petition succeeds as soon as it has
received a number of supporters equal to or greater than an absolute majority of
EUDEC members, or alternatively 30% of the voting members present at the
previous Annual General Meeting. Petition and Referendum votes are for all
intents and purposes identical with Assembly votes (and thus may only be cast by
full members in good standing). For the purpose of counting both voting members
present at the previous AGM and supporting votes for the petition a member
school is counted as three individual members.
3:10.c10 An Extraordinary Meeting may only be called by means of Assembly
resolution or online Referendum. The text of a Referendum calling an
Extraordinary Meeting must specify all agenda topics and the time and location
of the meeting. This procedure is not necessary if the Guidance Document allows
the petitioning member (or organ) to call an Extraordinary Meeting. (e.g.
3:30.f10)
3:10.c20 An Extraordinary Meeting called by Referendum must take place no more
than 60 days and no less than 45 after the Referendum succeeds.
3:10.c25 A Referendum takes place no more than 30 days and no less than 7 days
after the petition to hold it succeeds. The Referendum may decide a single
motion that could otherwise be passed by the Assembly. The method and duration
of the Referendum is set by Council but has to be approved by the member
requesting the Referendum.

(d) Order

3:10.d10 The Chairperson or acting Chair of the General Meeting maintains order
at all times when the Meeting is in session. For this purpose the Chair (or
acting Chair) may at any time:
(11) Warn participants who disturb the order
(12) After two warnings entered into the minutes, remove a participant from the
meeting until the end of the current discussion
(13) Set a time limit on any discussion, no shorter than 7 minutes
(14) Set a time limit for each speaker, no shorter than 2 minutes
(15) Change the order of discussions
3:10.d20 The Chairperson may determine time limits for discussions in advance
and announce these on the final agenda. The Assembly may, by a simple vote,
extend or change any time limit set by the Chair.
3:10.d30 A Secretary must be elected or agreed upon by Assembly for every
meeting for managing minutes, tallies, speakers' lists and any other managerial
tasks that may arise during the meeting.
3:10.d40 At every meeting two volunteers must be approved by majority vote for
counting votes.
3:10.d50 Proxy voting is not allowed in any votes of the General Assembly.

Article 3:20 Council

3:20.10 The affairs of the Community are managed and administered by an elected
Council on behalf of the Community. Council's roles:
(11) Council represents EUDEC publicly, legally and politically, and carries out
the decisions of the Assembly.
(12) Council acts as a deliberative body that considers and executes EUDEC's
strategy as defined by the Assembly.
(13) Council additionally coordinates the activities of the Regional Chapters
(see Article 3:40) and Workgroups (see Article 3:50) and provides EUDEC's
members and organs with information.
(14) Finally, Council prepares and organises General Assemblies and is
responsible for the implementation of any other task necessary to further the
organisation's Aims and objectives.
3:20.20 Council consists of no less than 7 and no more than 11 members, all of
whom are elected for a term of two years at the Annual General Meeting of
members (see Article 2:60, as well as (a) below, for Elections procedures). The
exact number of seats on Council is set for every term by the General Meeting
when Elections take place. This number remains set until changed by the General
Meeting.
3:20.30 At least three members of the Council must be age 18 or older (as
required by German law; cf. Articles of Association).

(i) Powers and Duties

3:20.i05 Council is obligated by all Assembly decisions and may never contradict
or override them, in word or in spirit.
3:20.i10 Council is the sole body entitled to represent EUDEC in all matters
legal or political (except such cases as another group is delegated such
entitlement: for one example, see 3:50.a40). In this role, Council may enter
into lawful contracts on behalf of EUDEC or transact any business not subject
exclusively to the Assembly's authority. The Council sees that all necessary
books and records of the Community required by this Guidance Document, by the Articles of Association (Satzung) or by any applicable statute or law are
regularly and properly kept.
3:20.i20 The Council may appoint any person or persons to perform any function
which they deem necessary to conduct efficiently the EUDEC’s business. The
Council is responsible for administration of all of EUDEC's employment
contracts.
3:20.i30 TEMPORARY COMMITTEES: The Council may set up such temporary committees
as they deem necessary to serve the needs of the Community for so long as it
serves a current, useful purpose. Temporary committees are open to all members
of EUDEC (full or associate) and each elects a Chairperson who answers to
Council and keeps the Community informed of the committee's progress.
3:20.i40 SAFE-KEEPING of GUIDANCE DOCUMENT: The Council is responsible for the
safe-keeping of the Guidance Document and for identifying and putting forth
motions to update and amend the Guidance Document and other internal documents
and regulations, proposes adjustments to the Articles of Association following
any relevant changes to the Guidance Document and advises the Community on these
matters.
3:20.i45 TEMPORARY PROVISION: After the Assembly of August 2009 has ratified any
changes to the Guidance Document, Council may make any necessary adjustments to
the Articles of Association, so long as the purpose of these is only to ensure
compatibility between the two documents or to ensure compatibility with German
law.
3:20.i50 SUPERVISION of CONTENT: The content of any event held by or in the name
of EUDEC is subject to approval by Council. This authority can be delegated to a
Regional Chapter or Workgroup ad hoc and retracted at any time.

(a) Election

3:20.a10 ELIGIBILITY: The following are eligible for election to EUDEC Council:
Full individual members in good standing, students or employees of full member
schools in good standing, member school voting representatives or anybody else
nominated by a full member school in good standing. An individual can only run
if they have been in EUDEC for 2 continuous months and attended at least one
General Meeting. For individuals who are not full individual members (i.e.,
school members), the school's membership is considered instead, and as such the
school has to have been a full member in good standing for 6 continuous months.
As for the requirement to have attended a General Meeting, candidates present at
nomination can count that Assembly towards this requirement. Additionally,
individuals who are not individual full members of EUDEC must be eligible for
full individual membership.
3:20.a20 Any candidate who accepts their election and is not an individual full
member of EUDEC must apply for full individual membership (as per Article 2:10)
within 7 days of the elections or be automatically disqualified.

(b) Transition

3:20.b10 After full elections all members of the previous Council (at the time
of elections) shall be automatic Project Associates (as per 3:20.s) until the
first summit of the new Council. The leaving members of Council shall thus
assist the new Council in assuming its role and shall help smooth the
transition.

(c) Meetings

3:20.c01 VALIDITY: A meeting of Council is considered official and valid if all
members of Council are made aware that it is taking place, and fair, democratic
procedures have been followed in determining the time and location.
3:20.c05 ATTENDANCE: Meetings of Council in person or online, when not
confidential (see 3:20.c06-07), are open to all members of the EUDEC, who may
attend as observers but not vote, and may not speak unless permitted by Council
(this does not apply to members of the Oversight Committee). The minutes of all
non-confidential Council meetings are promptly made available on the official
Internet platform. The minutes of confidential meetings are limited to the
purview of Council alone (including future Councils).
3:20.c06 PRIVATE DISCUSSIONS: The first part of any Council meeting, no longer
than 20 minutes, may be made private and confidential. During private
discussions no one outside Council may be present unless specifically invited by
Council.
3:20.c07 CONFIDENTIALITY: Any discussion about the possible termination of an
employment contract or about the application for any individual's membership in
EUDEC or the termination thereof is confidential. However, the reason for the
meeting's confidentiality is not confidential and Council informs members who
would have liked to attend (or read the minutes) as to the reason for the
discussion's confidentiality. Council is not obligated to name names when
providing this information. Council may decide by unanimous vote to invite or
interview an individual otherwise excluded from attendance. Any decisions made
in confidential discussions are not confidential, and must be entered into the
minutes along with any necessary explanations.
3:20.c10 The Council meets in person in at least 3 official summits per year
(ideally once every 4 months) at a time and place made known to the membership
in advance. A draft agenda for the summit must be made available for EUDEC
members on the official Internet platform no later than 14 days before the
summit.
3:20.c20 TRAVEL FUNDS: The Council may decide to allocate available funds to
individual Council members for costs incurred for travel to Council summits.
Council designates a limited amount of funds available for travel costs. The
Chief Coordinator (see 3:20.m) is in charge of ensuring that these funds are
allocated fairly and equally. A Council member may not request funds exceeding
the total needed for the least expensive travel option available, taking into
account reasonable travel time, ecological impact and convenience. The Chief
Coordinator collects all receipts for reimbursed travel expenses and submits
them to the Council Treasurer or responsible staff member. Council gives full
account of the allocation of travel funds in its yearly financial report.
3:20.c50 An online Council meeting takes place at least once a month.

(d) Annual Agenda

3:20.d10 Within the 4 months following the Annual General Meeting (or
Conference), Council announces its Annual Agenda for the coming year,
illustrating the areas on which Council plans to focus in the coming year. This
Agenda is made available on the official Internet platform and sent to all
members via E-Mail.

(e) Absence

3:20.e10 Any member of Council who expects to be unavailable for an extended
period of time must give notice to Council. A member of Council may take an
official absence from office up to a total of 14 weeks per 12 months in office.
During an official absence the member is not required (but still allowed) to
attend meetings and summits of Council or to fulfil any other function mandated
in this Guidance Document or in any other document of the EUDEC. Any regular
functions or elected offices should be delegated for the duration of absence.
3:20.e20 Notice of official absence must be given to a Chief Coordinator (see
3:20.m) in advance of the planned absence, along with an estimate of the
duration of absence.
3:20.e40 Absence in excess of the time afforded by 3:20.e10 is not allowed under
any circumstances. Members of Council who do not step down in case of such
prolonged absence may be disqualified by the Oversight Committee (see Article
3:30). The Chief Coordinator informs the Oversight Committee of any absences
taken in contradiction of this section.

(f) Removal of Members

3:20.f10 In the event that a Council member has missed three (3) consecutive
meetings of the Council (in person or online) without notice of intent to be
absent (as per 3:20.e20) Council is tasked with notifying the Ombudsman. (The
Ombudsman is the chairperson of the Oversight Committee as per Article 3:30.)
The Oversight Committee must then discuss the continued office of said Council
member. This notification constitutes a demand that the Oversight Committee make
a decision.
3:20.f20 The Assembly may remove a member of Council from office if the member
has been suspended by the Oversight Committee (see 3:30.f10). A special majority
of two thirds of votes cast in the Assembly is needed to finalise the
disqualification.

(h) Voting

3:20.h10 Proxy voting is allowed in all meetings and on all matters decided by
Council. The procedures for proxy voting within Council may be determined by
Council without recourse to the Assembly.

(j) Remuneration of Council Members

3:20.j10 The Council members receive no remuneration for acting as such except
repayment of reasonable expenses incurred by them in the normal course of their
duties, such as travel expenses for attending Council summits (see 3:20.c20).

(k) Council Officers

3:20.k10 The Council designates a Chair, Vice Chair, Chief Coordinator,
Secondary Coordinator, Treasurer, Region Coordinator, Workgroup Coordinators and
General Contact. The Officers are elected at a meeting held soon after the
Annual General Meeting and must be members of Council. No person may serve as a
Council Officer if they have been disqualified as a member of the Council.
Members of Council are allowed to hold multiple Council Offices, and groups of
two or three members of Council may jointly run and be elected for any single
Office. However, the Chair, Vice Chair and Treasurer must be three separate
individuals, and, as required by German law, these three must be 18 years of age
or older.
3:20.k20 Council must fill vacancies in these Offices within 10 days.

(l) Duties of Chairperson

3:20.l10 When present the Chair, or any Council member delegated by the Chair,
presides at all meetings of the Assembly of the Community, unless any member
wants to have an election for chairperson, in which any member can run as
candidate for chairperson. During the absence or inability of the Chair the Vice
Chair, or such other Member as the Council may appoint for the purpose, may
exercise any such duty or power.
3:20.l20 The Chair, or the Vice Chair or other Council member in the absence of
the Chair, is the official spokesperson for releasing to the public only such
information as is authorised as official policy. The Council can also appoint a
person to act on their behalf to release information to the public.

(m) Duties of the Chief Coordinators

3:20.m10 The Chief Coordinator takes the minutes of each meeting and presents
them at the subsequent meetings at the direction of the Council. The Chief
Coordinator is charged with coordinating the general management and supervision
of the affairs and operations of the EUDEC Community and with additional
coordination duties outlined throughout this Guidance Document.
3:20.m20 The Chief Coordinator is responsible for the safe custody of all
Community records and must release no information from these records except as
authorised by the Council or as required by statute. At all meetings of Council
and of the Assembly the Chief Coordinator, or a Secretary they have appointed,
takes minutes, recording all matters brought forth, all motions proposed and all
votes and their outcomes and sees that the minutes are made available on the
official Internet platform to all members within 14 days of the end of the
meeting, the summit or the gathering in which the meeting took place.
3:20.m30 The Chief Coordinator maintains the financial records of the Community
and is in charge of managing the Community's finances on a day-to-day basis. The
Coordinator presents the records to the Treasurer and to the Auditors in full
for auditing.
3:20.m40 The Secondary Coordinator is deputy to the Chief Coordinator. The Chief
Coordinator keeps the Secondary Coordinator abreast of their work and delegates
tasks to them as needed. Any task of the Chief Coordinator may be delegated to
the Secondary Coordinator at any time, on a temporary or long-term basis.

(n) Duties of the Treasurer

3:20.n10 The Treasurer audits the Community's financial records and presents a
financial report at each Council summit and an annual financial statement of the
year’s transactions to members at the Annual General Meeting. The Treasurer
prepares an annual budget for Council’s approval in advance of the beginning of
each financial year.

(o) Duties of the Region Coordinator

3:20.o10 The Region Coordinator maintains contact with the Regional Advisors and
informs Council about their work. At every meeting of Council the Region
Coordinator gives a report, as appropriate, of the state of the Chapters and any
news they may have. (See Article 3:40) The role of Region Coordinator may also
be allocated to a Project Associate.

(p) Duties of the Workgroup Coordinators

3:20.p05 Two or more Workgroup Coordinators are elected to maintain contact and
coordination with the Community's Workgroups (see 3:50). The role of Workgroup
Coordinator may also be allocated to a Project Associate.
3:20.p10 The Workgroup Coordinators maintain contact with all Workgroups and
oversee their work. At every meeting of Council the Workgroup Coordinators give
a report, as appropriate, of the state of the Workgroups and any news they may
have.
3:20.p20 A Workgroup Coordinator may, if they see fit, delegate contact with a
given Workgroup to a peer in Council. This delegation may be ended at any time
by the Coordinator or by the delegated contact.

(r) Duties of the General Contact

3:20.r10 The General Contact receives enquiries from interested parties within
and without the Community and replies to them or forwards them as appropriate.
At every meeting of Council, the General Contact gives a report, as appropriate,
of any news pertaining to these enquiries.

(s) Project Associates

3:20.s10 Council may, at their discretion, appoint Project Associates at any
time. A Project Associate is appointed for collaboration with Council on one
specific project or more and is invited to take part in all meetings of Council
for the duration of their term. An appointment or the retraction of any
appointment must be announced to the Ombudsman as soon as possible and be
entered in the minutes.
3:20.s20 A Project Associate may be any natural person not currently on the
Oversight Committee.
3:20.s30 Project Associates are appointed for a term ending at the end of the
next Council summit or General Meeting. At the terminal meeting of the Project
Associates' term, Council may, by simple majority vote, extend a Project
Associate's appointment for an additional term. The term of Project Associates
can only be extended individually.

Article 3:30 Oversight Committee

3:30.10 The affairs of the Community and its Council are overseen by an elected
Oversight Committee. The Oversight Committee arbitrates disputes and addresses
members' complaints in accordance with the word and spirit of the Articles of
Association and this Guidance Document. It may never contradict or override
these documents in any way, nor any decision of the General Assembly.
3:30.20 The Committee consists of 3 members, elected for a term of two years by
the Assembly of members. The Oversight Committee is headed by its chairperson,
the Ombudsman (see 3:30.g).

(a) Election

3:30.a10 No member of the Oversight Committee may be a member of Council or a
first-degree relative of any member of Council.
3:30.a20 Only an individual who is currently a full member of EUDEC in good
standing (see 2:10.a25) and who has been a full member of EUDEC for at least ten
(10) full months may be elected for the Oversight Committee.

(b) Votes

3:30.b10 A vote to exercise the Committee's judicial power may take place,
following debate, at any such time as the Ombudsman calls a vote. A vote also
takes place, following debate, at any such time as Council puts forward a
specific question to vote by the Oversight Committee.
3:30.b20 The Oversight Committee may conduct its debates and votes over the
Internet, by conference call or in person. A vote may only be held if notice has
been given to all members of the Committee and fair democratic procedure was
followed to allow all members to take part in the vote.

(d) Dissolution

3:30.d20 Assembly can at any time remove the current membership of Oversight
Committee and, as soon as possible, hold elections for all seats on the
Committee anew. Such a procedures can be initiated only by two thirds of votes
cast in a General Meeting or Referendum. Such a resolution may only be passed if
fourteen days' notice has been given of intention to pass such resolution.
Elections for the new makeup of the Committee can take place online or, if
specified in the resolution, at an Extraordinary Meeting.

(e) Powers

3:30.e10 The Oversight Committee may repeal any internal procedures made as per Article 2:50. Such a decision must be based on the criteria for disqualification outlined in 3:30.h40-43.
3:30.e20 The Oversight Committee may suspend the office of a Council member or
any other Officer of the Community, or the certification of any Regional
Chapter, Workgroup or other Committee, pending a final decision by the Assembly.
A suspension of a member or officer can only be based on the criteria for
disqualification as set forth in 3:30.h.
3:30.e25 The Oversight Committee may recommend the termination of any EUDEC
employment contract, pending a final decision by Council or Assembly. Such a
recommendation may only be made if it has been sufficiently demonstrated that
breach of contract has taken place.
3:30.e40 Whenever the Committee exercises any of the above powers the decision
must be explained by the Ombudsman or a member delegated by the Ombudsman,
subject to disclosure as per 2:30 within 14 days of the decision.

(f) Matters Brought Before the Assembly

3:30.f10 At such a time as a matter must be brought before the Assembly by the
Oversight Committee for a final decision (as per 3:30.e or any other part of
this Guidance Document) Council must within 14 days of the initial decision give
notice of the date and method of the decision. Notice must be given by an
individual mailing to all members, by paper post or by E-Mail. The debate and
vote are held no less than 7 days and no more than 30 days after notice was sent
out. The deciding vote can take place on the Internet or in an Extraordinary
Meeting of the General Assembly, as determined by the Council. Unless specified
otherwise in this Guidance Document (as in 3:20.f20) this decision is made by a
simple majority vote as per Article 2:40.

(g) Ombudsman

3:30.g10 The Committee elects a Chairperson from its midst, who is Ombudsman.
The Ombudsman is elected at a meeting held soon after the Annual General
Meeting, and no person may serve as Ombudsman if, after election, they have been
disqualified as a member of the Committee.
3:30.g20 The Ombudsman is tasked with receiving complaints and petitions by
members of the Community. Upon receiving a petition the Ombudsman must resolve
the matter to the satisfaction of the petitioner or put the matter to debate and
vote by the Committee.
3:30.g40 The Ombudsman reports to Council and to the Community on any votes or
discussions of the Committee. All Committee decisions are subject to disclosure
as per Article 2:40.

(h) Disqualification

3:30.h10 A member of EUDEC can be disqualified on the following grounds only:
(12) It has been sufficiently demonstrated that the member, by his, her or its
decisions, impedes EUDEC's Aims of Article 1:10 or the declaration of Article 1:20, signed as part of the membership application form, or any other procedure
of membership in Article 2:10.
3:30.h20 The status of Council member, Workgroup chairperson, Regional Advisor
or Project Associate may only be revoked by disqualification based on one or
more of the following criteria:
(21) The member has been disqualified as a member of EUDEC.
(22) It has been sufficiently demonstrated that the member has acted against the
decisions codified in this Guidance Document or against the interests of EUDEC
as defined therein, or has not acted in EUDEC's best interest.
(23) The member has, while in official capacity on EUDEC business, in their
behaviour or presentation, represented EUDEC badly or in such a manner
unacceptable to common norms.
(24) The member has failed to fulfil their official role as defined in this
Guidance Document.
(25) It has been sufficiently demonstrated that the member has accepted bribery,
be it in the form of currency, payment in kind or personal favours of any
nature.
3:30.h30 A member of Council may be disqualified if it has been sufficiently
demonstrated that their absence exceeds the period of official absence allowed
in 3:20.e10 (14 weeks in every 12 months in office).
3:30.h40 Internal procedures created as per 2:50 may be repealed on the
following grounds:
(41) The procedures contradict the Guidance Document, or any other decision of
the Assembly, in word or in spirit.
(42) The Committee is convinced that the procedures are based on, or may cause,
unfair discrimination (which is discrimination based on immaterial criteria).
(43) The Committee is convinced that the procedures impede, rather than enable,
the effective work of the organ that created them, or any other organ of EUDEC.

Article 3:40 Regional Chapters

3:40.10 Regional Chapters have the duty of publicly representing EUDEC on the
regional, national and local levels.
3:40.20 An established Regional Chapter is recognised in the records of the
Community. An official Regional Chapter may be established by members of EUDEC
within a geographical region, provided all members in that region were allowed
to attend the founding meeting and sufficient effort was made to make the
meeting known to them. In order to become a recognised Chapter the Chapter must
agree upon Terms of Reference with Council. The Terms of Reference must clarify
the legal, financial and organisational relationship between EUDEC and the
Regional Chapter. Once Council has approved the Terms of Reference the Chapter
is entered in the records as a recognised Chapter. Council may at any time
revoke a Chapter's status if it has not yet been recognised by the Assembly.
During the Annual General Meeting any newly-recognised Chapters are discussed,
and a vote takes place to award the Chapter recognition. Once a Chapter has been
recognised by the Assembly only the Assembly may revoke the Chapter's status.

(a) Tasks

3:40.a10 Regional Chapters are tasked with providing a translation of EUDEC's
Guidance Document, membership forms and announcements to members, into the main
administrative language of their region.
3:40.a20 If it is within the means of the Regional Chapter a Regional EUDEC
Website should be created and administered by the Chapter. The website must
conform to the style and quality of the central EUDEC website and provide
information in the region's dominant language(s).

(b) Regional Advisor

3:40.b10 Any certified Regional Chapter must have one Regional Advisor,
delegated by the Chapter from amongst its membership, to manage and coordinate
the contact with EUDEC's Council and Assembly. Regional Advisors are tasked with
updating Council, by means of contact with the Region Coordinator (see 3:20.o).
3:40.b30 The Regional Advisor (or a Regional Contact appointed by the Advisor)
receives enquiries from interested parties in the Region and in its dominant
language(s) and answers these or redirects them to the Council's General Contact
if necessary.

(c) Membership

3:40.c10 CHAPTERS and MEMBERS' RIGHTS: All members of a recognised Chapter have
the same rights as a member of EUDEC, taking into account the same
differentiations between types of membership (full vs. associate) and kinds of
member (individual vs. school vs. organisation) as are differentiated in this
Guidance Document. Chapters share their member information database with
Council.
3:40.c20 MEMBERSHIP and CHAPTERS: Chapters are informed whenever a member in
their region is accepted or rejected by Council, and newly-recognised Chapters
receive a full list of members in their region. Chapters are not obligated to
accept applicant on the mere grounds of EUDEC membership and geographical
location, but may not accept the application of an applicant who has been
rejected by EUDEC Council.
3:40.c25 DOUBLE MEMBERSHIP: It is always permissible to be member in EUDEC e.V.
as well as in a recognised Chapter. It is never permissible to be a member of
two recognised Chapters simultaneously.
3:40.c30 MEMBERSHIP FEES and CHAPTERS: A member of EUDEC e.V. who is a member of
a recognised Chapter pays their membership fees to the Chapter, unless the
Chapter is organised as a dependent project of EUDEC e.V. (as opposed to as a
separate legal entity.) The Terms of Reference between a recognised Chapter and
EUDEC Council must determine how the income from membership fees is divided,
which party collects the fees and how the funds are transferred. The Terms of
Reference may give a Chapter permission to charge additional fees from its
membership, beyond those mandated by the Fee Schedule, but these additional fees
may only be used for the Chapter itself. Every recognised Chapter may set
membership fees that are higher or lower than the fees set by Assembly. These
fees are applicable for the Chapter's region for all members of EUDEC and of its
Chapters.

Article 3:50 Workgroups

3:50.10 Ongoing or limited projects undertaken by the Community are organised in
the framework of Workgroups, which are open to all members of EUDEC.

(a) Recognition

3:50.a10 Council may recognise a singular or ongoing project as an official
Workgroup.
3:50.a20 Recognised Workgroups are registered by Council in the records of the
Community. Council may dissolve a Workgroup when appropriate, their reasoning
subject to disclosure as per 2:30.
3:50.a30 Each recognised Workgroup elects a chairperson from its midst who is
responsible for communication with Council and Assembly.
3:50.a40 On a case-by-case basis Council may ordain a particular Workgroup to
publicly, legally or politically represent EUDEC generally or within the scope
of a particular project. This authority may be revoked by Council resolution
without notice at any time. The decision to delegate or revoke this authority
must be explained, subject to disclosure as per Article 2:30.

Article 3:60 Auditors

3:60.10 The Assembly of members appoints two Auditors to monitor, audit and
report on the bookkeeping of the Community. They are elected during the annual
Full Elections – see Article 2:60 for election procedures.
3:60.20 An Auditor may not at any point or in any way also be a member of
Council or of the Oversight committee, nor may they be the Regional Advisor of
any Regional Chapter, at the same time as they are an Auditor.
3:60.30 The Auditors prepare a report on the bookkeeping of the Community for
each Annual General Meeting. The Auditors have full purview of all financial
records of the Community. The Treasurer (see 3:20.n) and Chief Coordinators (see 3:20.m) provide them with any information they need. The Auditors present their
report to the Assembly immediately following the Treasurer's report and budget
presentation.

 

Section 4: Conditions

 

Article 4:05 Conflicts of Interpretation

4:05.10 Any conflicts of interpretation arising from this Guidance Document,
including but not limited to omissions and lacunae, may be determined by
resolution of Council, pending approval by the Oversight Committee. Such
decisions are subject to disclosure as per 2:30.

Article 4:20 Execution of Documents

4:20.10 Deeds, transfers, licences, cheques, bills of exchange or other orders
for the payment of money, notes or other evidences of indebtedness issued in the
name of the Community, contracts and engagements on behalf of EUDEC, are signed
by two members of Council. Contracts in the ordinary course of the Community's
operations may be entered into on behalf of the Community by the Council.
4:20.20 Notwithstanding any provisions to the contrary contained in the Guidance
Document of the Community the Council may at any time, by resolution, direct the
manner in which, and the person or persons by whom, any particular instrument,
contract or obligations of the Community may or shall be executed.

Article 4:90 Guidelines, Resolutions and Amendments

4:90.05 This document has been approved by the General Assembly. Any additions,
amendments or alterations to this Guidance Document must be approved by a
two-thirds majority at a General Meeting or by Referendum.

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