Planetary Research Cooperative

By-laws

(cliquez ici pour la version française)

Part One: Name, Duration, and Headquarters

Article 1 – Name – Duration

An association named “Planetary Research Cooperative” is hereby formed between the undersigned and any individuals or legal entities that subsequently adhere to these bylaws and meet the conditions set forth below; this association shall be governed by the French law of July 1, 1901, the decree of August 16, 1901, and the applicable laws that have amended or supplemented them, as well as by these bylaws.

The term of the Association is indefinite.

Article 2 – Headquarters

The headquarters are located at:

Planetary Research
Université Paris-Saclay – GEOPS
Bâtiment 504
Rue du Belvédère
91400 Orsay, FRANCE

It may be transferred by a simple resolution of the board of directors; ratification by the next general meeting will be required.

Article 3 – Purpose and Means

The purpose of this association is to disseminate knowledge in the field of planetary sciences.

The association edits, publishes, distributes, and promotes a journal titled Planetary Research. In connection with this journal, the association manages the Planetary Research Blog website and several online services to facilitate interaction among its members.

It may also:

  • publish any physical or digital document, and, where applicable, sell—either directly or through a publisher or distributor—the journal Planetary Research or any other documents and journals for which it has editorial responsibility;
  • organize scientific or cultural events and activities (such as symposia, workshops, conferences, training sessions, exhibitions, etc.), including events that charge an admission fee;
  • or engage in any other activity that may contribute to its purpose.
Article 4 – Association Resources – Accounting

The association’s resources include:

  • the amount of membership fees and dues;
  • gifts of property and philanthropy;
  • public subsidies;
  • proceeds from special events it organizes to further its mission and, more generally, any financial proceeds or savings realized;
  • The sale of products, services, or other offerings provided by the association for the purpose of fulfilling its mission, including, in particular, the sale of the journal Planetary Research;
  • Any other resource that does not violate applicable rules.

Part Two: Members’ Rights and Obligations

Article 5 – Members – Categories

The association consists of:

  • founding members (the “Founding Members”)
  • members who voluntarily joined the Association after its incorporation (the “Active Members”); and
  • benefactor members who have provided substantial financial support to the association (the “Benefactor Members”).

In these bylaws, “Member(s)” refers to one or more of the Founding Members, Active Members, or Benefactor Members.

The members agree to continuously pool their knowledge and activities for the purpose set forth in Article 3.

Article 6 – Admission Requirements

The association is open to everyone, without conditions or distinctions.

To become a member of the association, you must:

  • agree to these bylaws; applicants must apply for membership in writing;
  • demonstrate their interest in the association’s objectives as defined in Article 3;
  • agree to abide by the association’s code of conduct;
  • pay the membership fee.
Article 7 – Loss of Membership

Membership is terminated by:

  • Membership is terminated by: resignation; the member must submit a written resignation to the directors; the resignation takes effect upon receipt of the request;
  • death in the case of individuals, or liquidation or dissolution in the case of legal entities;
  • expulsion ordered by the board of directors for failure to pay dues;
  • expulsion ordered by the board of directors for serious cause; serious causes may include conduct that violates scientific ethics or the association’s code of conduct.

The death or resignation of the Founding Members does not dissolve the association, which continues to exist among the other members.

Part Three: Governing Bodies of the Association

Article 8 – Board of Directors – Composition

The association is governed by a board of directors. Six members of the board of directors are elected by the association’s members for a four-year term by secret ballot. Three members are elected every two years, and members may be reelected. The editor-in-chief of the journal Planetary Research and the chair of each committee established by the board of directors are ex officio members of the board of directors.

Following the assumption of office by the elected members, the board of directors elects from among its members an executive committee consisting of:

  • a president;
  • a treasurer; and
  • a secretary.

However, the board of directors is free to determine that any other position is necessary for its proper functioning.

The positions of president and treasurer cannot be held concurrently.

The positions of president and editor-in-chief of the journal Planetary Research cannot be held concurrently.

The president may appoint one additional person to the board of directors for a term ending at the conclusion of the president’s term.

Since half of the Board of Directors is replaced every two years, in the first year, the outgoing members are selected by lot.

In the event of a vacancy, the board shall provisionally appoint a replacement for its members. Their permanent replacement shall take place at the next election.

Article 9 – Board of Directors – Meetings

The board of directors meets as often as necessary, and at least once every six months, upon the call of the chair or at the request of one-quarter of its members.

Decisions are made by an absolute majority of those present; in the event of a tie, the chairperson has the deciding vote.

Any board member who, without a valid excuse, fails to attend three consecutive meetings may be deemed to have resigned.

No one may serve on the board unless they are of legal age.

Subject to the prior approval of at least half of the members of the board of directors, individuals who are not members of the board of directors may, on an ad hoc basis, be invited to attend board meetings without the right to vote.

The board of directors may validly deliberate only if at least 50% of the directors are present or represented. Voting by proxy at board meetings is permitted, but only by means of a document that is dated, signed, and specific to the meeting.

Article 10 – Board of Directors – Powers

The board of directors is vested with the broadest powers to make any decisions not reserved for the General Assembly meeting. It oversees the management of the executive committee members.

The president represents the association in all civil matters. In particular, the president has the authority to take legal action and to convene the General Assembly and the board of directors. The president may delegate his or her authority to another member of the executive committee for a specific matter.

The secretary is responsible for all matters related to the association’s correspondence and records. The secretary drafts the minutes of general meetings and board meetings and, in general, all documents pertaining to the association’s operations, with the exception of those related to accounting. The secretary compiles and maintains the membership roster.

The treasurer is responsible for all matters related to the management of the association’s assets. Under the supervision of the president, the treasurer makes all payments and collects amounts owed to the association; in this capacity, the treasurer is responsible for collecting membership dues. The treasurer manages the association’s account, which is held in the association’s name at a financial institution. They shall keep regular records of all transactions and shall report to the General Assembly in accordance with the provisions of Article 11.

The board of directors appoints the editor-in-chief and the editors of the journal Planetary Research for a four-year term.

The board of directors may establish standing or ad hoc committees as necessary for the proper functioning of the association, such as a search committee to fill vacancies or a media team to manage content on the association’s website. The committees’ powers are delegated by the board of directors.

Article 11 – Ordinary General Assembly Meeting

The ordinary General Assembly meeting consists of all members of the association, regardless of their status within it.

The ordinary General Assembly meets at least once a year and whenever it is convened by the president, the board of directors, or at the request of at least one-quarter of its members.

At least fifteen days before the scheduled date, the members of the association are notified by the president, assisted by the secretary. The agenda is included in the notices.

Each member at the ordinary General Assembly may be replaced by at most one proxy.

The president, assisted by the members of the board of directors, presides over the meeting and reports on the association’s financial and operational status.

The treasurer reports on their management and submits the annual financial statements to the meeting for approval.

The general meeting has the authority to:

  • To remove one or more members of the board of directors or the executive committee;
  • Approve or reject the financial statements;
  • To decide on the association’s goals for the coming year or on multi-year goals;
  • Adopt or amend the by-laws.
  • Set the amount of the annual dues and the membership fee to be paid by the various categories of members.

Decisions of the ordinary General Assembly meeting are made by an absolute majority of the members present (half plus one vote) or represented. Voting is by a show of hands.

A member may be represented at the meeting by another member only by granting that member a power of attorney that is dated, signed, and specific to the meeting in question.

Only items listed on the agenda may be discussed at the General Assembly meeting.

The decisions of the General Assembly meeting are binding on all members, including those who are absent or represented.

Article 12 – Special General Assembly Meeting

If necessary, or at the request of half plus one of the members, the president shall convene a special General Assembly meeting in accordance with the procedures set forth in Article 11.

The special General Assembly meeting has the authority to:

  • Amendment of the associations by-laws;
  • the dissolution of the association;
  • the mergering or reorganization of the association;
  • the disposition of property;
  • or for transactions involving real property.

The required majority is two-thirds of the members present or represented.

The procedures for convening the meeting are the same as those for the ordinary General Assembly meeting.

Article 13 – Internal Rules of Procedure

The board of directors may adopt internal rules, which it then submits to the general meeting for approval.

These proposed internal rules are intended to address various matters not covered by the by-laws, particularly those relating to the internal administration of the association.

Article 14 – Dissolution

In the event of dissolution voted by the special General Assembly meeting in accordance with the provisions of Article 12, one or more liquidators shall be appointed by the meeting, and any assets, if any, shall be distributed in accordance with the law.

In the event of the dissolution of the association, for any reason whatsoever, the members or their beneficiaries shall, in accordance with Article 15 of the French Decree of August 16, 1901, be entitled to the return of their contributions in kind or, failing that, in cash, subject to any compensation or remuneration that may be due.

Article 15 – Formalities

The president is authorized to complete all the filing and publication formalities required by the French Act of July 1, 1901, and its implementing decree.

Article 16 – First Executives

Notwithstanding any provisions to the contrary in these by-laws, the association’s initial officers (namely, the president, the treasurer, the secretary, and the members of the board of directors) shall be appointed by the association’s organizing meeting.