ASSOCIATION FOR LOGIC PROGRAMMING CONSTITUTION ARTICLE 1. MEMBERS 1.1 Classes of Members The Association shall have five classes of members: - Regular Members, - Affiliated Members, who shall have all the rights and privileges of Regular Members except the right to vote, - Student Members, who shall have all the rights and privileges of Regular Members except the right to vote, - Honorary Members, who shall have all the rights and privileges of Regular Members except that the annual subscription shall be waived, - Honorary Student Members, who shall have all the rights and privileges of Student Members except that the annual subscription shall be waived, - Institutional Members, who shall have all the rights and privileges of Regular Members except the right to vote. 1.2 Membership 1.2.1 Membership shall be open to persons interested in the study of Logic Programming and the design of Logic Programming systems. Corporate bodies, departments in educational establishments and libraries with interests in this field of activity may be admitted as Institutional Members. 1.2.2 Any person may become a Member upon acceptance of an application for membership by the Executive Council and payment of the subscription. 1.2.3 By decision of the Executive Council any other Society or Association with interests in Logic Programming may be accorded Affiliated Status. All members of an affiliated society shall become Affiliated Members of the Association. 1.2.4 Annual subscriptions shall be determined by the Executive Council. 1.3 Voting Rights Each Regular Member shall be entitled to one vote of any vote of the membership. 1.4 Right to inspect documents Any Member shall be entitled to inspect the books and records of the Association at the Head Office from time to time of the Association during normal working hours on reasonable prior notice for any proper purpose. 1.5 Termination of Membership 1.5.1 If a Member shall fail to pay the current subscription within the renewal period set by the Secretary, then that Member's membership shall terminate automatically. 1.5.2 The Executive Council shall have the right to suspend or expel any Member by an affirmative vote of two-thirds of all the Members of the Executive Council. 1.5.3 Any Member may resign by sending a written resignation to the Secretary. 1.6 Reinstatement The Executive Council may reinstate a former Member who has applied to the Secretary-Treasurer in writing for reinstatement. 1.7 Transfer of membership Membership of the Association is not transferable. ARTICLE 2 MEETINGS OF MEMBERS 2.1 A meeting of Members shall normally be held annually at the meeting of the International Conference on Logic Programming. If there shall be no meeting of this Conference in any year then a meeting of Members may be held at a time and place specified by the Executive Council to be announced in the Newsletter. 2.2 Voting at the annual meeting shall be by show of hands unless a secret ballot is requested by any Member. The result of any vote shall be announced before the termination or adjournment of the meeting. ARTICLE 3 MANNER OF VOTING 3.1 Except at an annual meeting all voting by the membership shall be conducted by post. 3.2 No Member shall be entitled to appoint a proxy. 3.3 Unless otherwise stated in these Articles any vote shall be decided by a simple majority. ARTICLE 4 ELECTIONS 4.1 An Election Committee shall be appointed by the Executive Council and shall be responsible for the conduct of elections. 4.2 Unless otherwise determined by the Executive Council not later than 1st July in any Election Year, the Election Date shall be 30th November. 4.3 The Election Committee shall nominate one or more persons for the position of President and for any positions falling vacant on the Executive Council. 4.4 The Election Committee shall circulate such nominations to the membership not less than thirty days before the Election Date. The Election Committee shall include in the list of nominations any name submitted to it before such circulation and supported by ten Members. 4.5 All terms of office shall run from 1st January in the year following the election. 4.6 Any vacancy which occurs on the Executive Council after 1st August in any year may be filled by the Executive Council until the next scheduled election. ARTICLE 5 OFFICERS OF THE ASSOCIATION 5.1 The Association shall have the following Officers who shall be elected by a vote of the Membership: (a) President (who shall be elected for a two-year term). Unless re-elected, at the end of his term of office he/she shall automatically become Past-President and serve in that capacity until the newly elected President becomes the Past-President. (b) Seven Executive Committee members (who shall normally be elected for a term of four years: of those elected in the first election in 1988, however, four shall serve for the four-year term but the other three shall serve for two years only - unless re-elected). (c) No such Officer may serve more than two consecutive terms in the same capacity. 5.2 In addition the Association shall have a Secretary, a Treasurer, a Conference Coordinator, a Conference Budget Auditor and an Editor of the Newsletter who shall be appointed as Officers by the Executive Council and who shall serve for such term as the Executive Council shall determine. 5.3 All Officers must be Members of the Association. 5.4 The Officers of the Association shall fulfil the following functions: 5.4.1 The President shall be the principal executive officer of the Association. He/she shall: (a) supervise the affairs of the Association, (b) normally chair all meetings of Members and of the Executive Council: if for any reason he/she is absent he/she may nominate any other Officer of the Association to chair any such meeting, (c) have charge and custody of, and be responsible for, all funds and securities of the Association. 5.4.2 The Secretary shall: (a) keep or cause to be kept correct and complete: (i) minutes of meetings of Members, the Executive Council and committees of the Association, (ii) a register of Members entitled to vote together with their addresses. 5.4.3 The Treasurer shall (a) keep correct and complete books and records of accounts, (b) receive and give receipts for monies due and payable to the Association and make deposits in banks, trust companies or other depositories selected by him/her or by the Executive Council, (c) be custodian of records of the Association and of any company formed by the Association for the management of its affairs, (d) prepare annual account summaries that are published in the Newsletter once every year, (e) monitor on a regular basis the finances of the Association, and, particularly, its cash flow situation for the forthcoming period (typically 12 to 24 months) 5.4.4 The Conference Co-ordinator shall have overall responsibility for co-ordinating meetings of adopted Conferences and Workshops of the Association and for liaising with the organisers of co-sponsored Conferences. 5.4.5 The role of the Conference Budget Auditor is to liaise with the Conference Chairman of each adopted/sponsored Conference and to agree with the Conference Chair the proposed budget for the Conference. 5.4.6 The Newsletter Editor shall have responsibility for editing and publishing the Association Newsletter under the overall direction of the Publications Committee. ARTICLE 6 EXECUTIVE COUNCIL 6.1.1 The Executive Council shall consist of the President, the Past President of the Association and the seven Executive Committee members. Other Officers of the Association and Chairmen of Appointed Committees shall be entitled to attend all meetings of the Executive Council but shall not be entitled to vote in decisions taken by the Executive Council. They are not members of the Executive Council. 6.1.2 The Executive Council shall be entitled to admit to any meeting of the Executive Council any other Member of the Association, but such Members shall not be entitled to vote. 6.1.3 A quorum for the purposes of the Executive Council shall consist of five members of the Executive Council. 6.2 The Executive Council shall meet once a year during the International Conference on Logic Programming and at such other times as it shall determine. 6.3 The Executive Council shall manage the affairs of the Association including (but not by way of limitation) setting the amount of the annual subscription rates for each class of Member (which shall be reviewed annually) and the qualification for membership. 6.4 No elected member of the Executive Council shall receive any salary for his/her services as a member of the Executive Council but this shall not prevent such an elected member from serving the Association in some other capacity which carries a salary. 6.5 The Executive Council may authorise: (a) any Officer or agent of the Association to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, (b) the Secretary, the President and/or any other Officer or agent of the Association to sign any cheque, draft or order of payment. Any cheque above the value of One Thousand Pounds (or such other sum as the Executive Council may from time to time substitute there for) must be signed by the President or such other two persons as the Executive Council may from time to time authorise. 6.6 Decisions of the Executive Council may be made by votes sent to the President or Secretary by ordinary or electronic mail. A quorum for such votes shall consist of five members of the Executive Council. ARTICLE 7 COMMITTEES 7.1 The Executive Council may appoint the following committees and such other committee(s) as it may deem appropriate: (a) The Election Committee, which shall be responsible for the conduct of elections. (b) The Program Committee for each meeting of an adopted conference. The membership of the Program Committee is determined by the Executive Council taking into account the recommendations of the Chairman of the Program Committee. The Chairman of the Program Committee shall be the Editor of the Proceedings of the meeting of the Conference and, together with the President, shall be responsible for arranging the publication of the Proceedings. (c) The Conference Organisation Committee for each meeting of an adopted Conference, which will be responsible for the planning and execution of that meeting of the Conference. The Conference Co-ordinator shall be a member of every Conference Organisation Committee formed during his term of office. The Chairman of the Conference Organisation Committee shall be the General Chairman of the meeting of the Conference. (d) The Publications Committee, which shall be responsible for the Newsletter of the Association and/or any other publication specified by the Executive Council, which shall appoint the members and Chairperson of the Committee. The Editor of the Newsletter shall also be a member of the Publications Committee. ARTICLE 8 CONFERENCES AND WORKSHOPS 8.1 An Association Conference is a conference/workshop (which may include a co-sponsored conference/workshop) which has been formally adopted by the Association by means of a two-thirds vote of the Executive Council. 8.2 The Executive Council will appoint the General Chairman and the Chairman of the Program Committee and decide the date and location of each meeting of an adopted Conference. 8.3 Unless otherwise decided by the Executive Council, the Association shall be entitled to all net profits engendered by a meeting of an adopted Conference and to all royalties arising from the sale of any publication of the Proceedings of such meeting. 8.4 The International Logic Programming Conference and the International Logic Programming Symposium are Conferences which have been formally adopted by the Association. 8.5.1 The Association may also co-sponsor a conference/workshop in an area related to Logic Programming as determined by a two-thirds vote of the Executive Council. 8.5.2 In return for such co-sponsorship, the Association shall be entitled to such a share of the profits engendered by the co-sponsored conference/workshop and of the royalties arising from the sale of any publication of proceedings of such conference/workshop as determined by the Executive Council. ARTICLE 9 PUBLICATION OF A NEWSLETTER 9.1 The Association shall publish at least once per year a Newsletter which shall be distributed to all Members free of charge. ARTICLE 10 ADMINISTRATION 10.1 The Association has procured the incorporation of the Association for Logic Programming Limited, a private limited company resident in England and Wales to administer the functions of the Association. The President, and such other Officers of the Association as the Executive Council may nominate, shall be directors of the Company and the Secretary shall be its secretary. All funds received by the Association shall be paid into the Company and its audited accounts shall be published annually in the Newsletter. ARTICLE 11 AMENDMENTS TO THE CONSTITUTION 11.1 The Constitution of the Association may be altered: (a) by a majority vote of the Association provided that at least one-third of the total membership shall vote in favour, or (b) by resolution of the Executive Council with not less than six Members of the Executive Council voting in favour of the resolution.