Foundation By-laws

Voted at the Alumni Meeting in Brussels on 20 March, and approved by the Governing Board on 29 June 2017. 

Terms with a capital letter in these By-Laws have the meaning specified in the Statutes if present there, otherwise as defined in these By-Laws.

ARTICLE I — NAME AND PURPOSE

Section 1 — These are the By-Laws of the EIT Digital Alumni Foundation. In the event of a conflict or the incompatibility of any of the provisions of these By-Laws with the provisions of the Statutes, the Statutes shall always take precedence.

ARTICLE II — ALUMNI, ASSOCIATE MEMBER AND HONORARY MEMBER CRITERIA

Section 1a — Shall be admitted as Associate member:

each individual who has successfully completed an EIT-labelled certificate program of the EIT Digital Academy, which does not automatically grant them Alumni status as defined in Article 11 of the Foundation Statutes, such as the EIT Digital Professional School or the EIT Digital Summer Schools.

provided that there are no elements from which appears that the interests and/or good reputation, name and fame of the Foundation, EIT Digital or the Alumni community are harmed or could be harmed.

Associate membership offers limited rights, benefits and privileges in comparison to Alumni membership and such rights, benefits and privileges are subject to a decision of the Governing Board upon proposal of the Alumni Board.

Associate members shall not have the statutory rights and obligations as provided for in the Statutes for Alumni members. For the avoidance of doubt, Associate members shall not participate in the Alumni Board Elections (as specified in Article IV, Section 3) and are not eligible to claim the full benefits and opportunities provided by the EIT Digital Alumni Foundation, such as those reserved solely to Alumni members as specified on the website of the Foundation.

An Associate member can become an Alumnus upon fulfilment of the Alumni criteria set out in Article 11 of the Statutes.

Section 1b — Shall be awarded Honorary status:

Upon proposal of the Alumni Board, honorary membership can be awarded by the Governing Board to an Alumnus that is considered of great value or has contributed significantly to the establishment and well-functioning of the EIT Digital Alumni community. Such an Alumnus is referred to as “Honorary Alumnus”. The rights and obligations of Honorary Alumni shall be determined by the Governing Board, upon proposal of the Alumni Board.

Section 2 — Fees: The amount required for annual dues shall be € 0 each year, unless changed by the Governing Board, upon proposal of the Alumni Board. Continued Alumni membership is contingent upon having met the obligations to pay the Alumni membership dues. Honorary members shall not have to pay an annual fee, unless otherwise decided upon by the Governing Board, upon proposal of the Alumni Board.

Section 3 — Registration procedure: An individual, meeting the requirements as described in the Statutes or these By-Laws, can become an Alumnus or Associate member upon filing an application to the Secretary of the Alumni, in accordance with the instructions provided on the website of the Foundation.

The Alumni Board may decide not to accept an application of a candidate Alumnus or Associate member for failing to meet the Alumni or Associate membership criteria.

The Secretary is responsible for handling the processing of applications and making sure that there are no pending applications for more than 1 month from the date of filing. In exceptional cases, an applicant can be granted Temporary Alumnus status upon successful completion of the educational requirements, pending confirmation from the EIT Digital Master School or Doctoral School Office.

Section 4 — Alumni, Honorary Alumni and Associate member rights: Alumni, Honorary Alumni and Associate membership is personal and cannot be transferred or acquired by hereditary succession.

Section 5 — Resignation and termination: Alumni, Honorary Alumni and Associate membership shall terminate,

upon the Alumni, Honorary Alumni and Associate member’s death;

by written cancellation by the Alumni, Honorary Alumni and Associate member;

by written termination by the Alumni Board on the basis of the provisions of Article 14.2 of the Statutes.

Any Alumni, Honorary Alumni and Associate member may resign with the Secretary in accordance with the instructions provided on the website of the Foundation.

Resignation shall not relieve a member of unpaid dues, or other charges previously accrued. lf the Alumni Board decides to terminate an Alumnus membership, the Alumnus in question may appeal that decision at the Alumni Meeting.

ARTICLE III — ALUMNI MEETING

Section 1 — Definition: At least once a year an Alumni meeting for all the Alumni shall be organized.

Associate members and EIT Digital Friends shall have the right to attend the Alumni Meetings, however they shall not have the right to vote at the meeting.

An Alumni Meeting can be organized as an in-person or as an online event.

Section 2 — The agenda of an Alumni Meeting may be to elect the new Alumni Board as per defined in Article IV, or vote for the proposed changes in the By-laws, as defined in Article VIII.

Section 3 — Special meetings: Special meetings may be called by the President, or a simple majority of the Alumni Board. A petition signed by thirty percent of Alumni via the website may also call a special meeting. After the petition is received, the Alumni Meeting should be held within three months.

Section 4 — Notice of meetings: Electronic notice of each meeting shall be given to each attending member, by email, not less than four weeks prior to the meeting.

Section 5 — Quorum: A quorum is reached when at least ten percent of the Alumni is present. If this condition is not met at a meeting, the President of the Board shall promptly call another meeting pursuant to article 15 of the Statutes with the same agenda, which meeting shall constitute a quorum regardless of the number of Alumni represented.

Section 6 — Voting: All participants must be identified for voting. An Alumnus can appoint another Alumnus as a voting proxy in case he/she cannot attend the Alumni Meeting. Each Alumnus cannot represent more than 5 other Alumni at the Alumni meeting.

For approving any proposed changes in the By-laws, a simple majority of the votes is required.

For the election of the Alumni Board members, the candidate with the most votes is elected for the corresponding position. In case of a tie, the current Alumni Board, in coordination with the Governing Board, is in charge of selecting a winner.

ARTICLE IV — ALUMNI BOARD

Section 1 — Alumni Board role, size, and compensation: The Board receives no compensation other than reasonable expenses.

Section 2 — Terms: The mandate of the members of the Alumni Board is two years. The official mandate of the new Board starts at the moment the mandate of the previous Board ends and shall be determined in the decision of the Alumni Board nominating the Alumni Board members. A mandatory transition period of at least one month and up to three months is foreseen for the outgoing Board to help the newly elected Board assume their new responsibilities. The mandate of the members of the Alumni Board can only be renewed once.

Section 3 — Alumni Board elections: Every two years Alumni Board members shall be elected or re-elected by the voting representatives of Alumni at the Alumni Meeting. Alumni Board Members will be elected by a simple majority of members present at the Alumni Meeting, provided that the quorum is reached.

Section 4 — Election procedures: The current Alumni Board shall be responsible for proposing a slate of prospective Alumni Board members representing the Foundation’s diverse constituency. In addition, any Alumni can propose a candidate, including themselves, to the slate of nominees. An Alumnus can be nominated or apply for only one position for the Alumni Board. An Alumnus is eligible to cast only one vote for each available position of the Alumni Board, always provided that the Alumni having received a proxy can vote on behalf of their proxy-givers.

Section 5 — Vacancies: When a vacancy in the Alumni Board exists during the mandate, the vacancy should be published within two weeks on the website of the Foundation. The Secretary can accept applications for the position available in the Alumni Board within one month after the vacancy announcement. After the application deadline, the Alumni Board elects one candidate for the available position in the Alumni Board. The duration of this position is only until the end of the current mandate of the Alumni Board, with the possibility of two (2) re-elections for another term.

For all positions that are temporarily vacant, the President of the Alumni Board shall have the power to appoint another Board member to assume the responsibilities of the vacant position, until a replacement is nominated at the Alumni Board.

Section 6 — Resignation: Any member of the Alumni Board may resign anytime from the Alumni Board by sending a written resignation form to the Secretary.

Section 7 — Termination: The mandate of an Alumni Board member can be terminated in case of two unexcused absences from Alumni Board meetings in a year. An Alumni Board member may be removed for other reasons by a unanimous vote from the other members with the agreement of the Governing Board.

ARTICLE V — ALUMNI BOARD MEETINGS

Section 1 — Meetings and notice: The Alumni Board shall meet at least once a month. The members of the Alumni Board should receive a meeting request and an agenda proposal at least one week in advance. All members of the Alumni Board are allowed to make additions to the agenda within the week prior to the Meeting.

Section 2 — Quorum: A quorum must be attended by at least three Alumni Board members for any kind of decision taken to be valid.

Section 3 — Special meetings: Special meetings of the Alumni Board shall be called upon the request of the President, or at least two members of the Alumni Board. Notices of special meetings shall be sent out by the Secretary to each Alumni Board member at least two weeks in advance.

Section 4 — Voting: For taking any decisions, the majority of the votes is required. In case of a tie, the President can choose to vote the issue again or decide the outcome. When a member of the Alumni Board has directly or indirectly an interest in conflict with a decision or transaction, falling within the scope of competence of the Alumni Board, that member of the Alumni Board shall notify the other members of the Alumni Board, prior to the deliberation and decision-taking, and if applicable to the Governing Board of the Foundation. Such a member of the Alumni Board is allowed to participate in the deliberation, however, he/she shall refrain from voting.

ARTICLE VI — WORKING GROUPS

Section 1 — Definition: The Board can set up working groups on a geographical or activity basis.

Section 2 — Working Group Collaborators: The Alumni Board can appoint one or more Alumni members to lead these working groups.

In the case of geographical working groups, the main collaborators are called “Local representatives” and they carry out the purpose-activities of the Foundation in close coordination with the Alumni Board within a certain geographical region of interest to the Foundation and its members.

In the case of activity working groups, the main collaborators are called “Activity coordinators” and in close coordination with the Alumni Board they implement initiatives of interest to the Foundation and its members.

Section 3 — Regulations: The Alumni Board shall determine, among others, the objectives, composition and working modalities of these working groups and shall include their activities and deliverables in the Board’s annual work plan.

ARTICLE VII — FINANCIAL TIMELINES

The Alumni Board is responsible within the first 6 months of the financial year for preparing the business plan and budget for the next financial year, which should be approved by the Governing Board at least 3 months before the next financial year starts.

ARTICLE VIII — AMENDMENTS

Section 1 — Amendments: These By-laws may be amended upon proposal of the Alumni Board by majority vote in the Alumni Meetings. Proposed amendments must be published on the website of the Foundation at least four weeks prior to the Alumni Meetings with the original section, the newly proposed section and the explanation of such a change.