Council for European Studies By-Laws

Article I.  Purpose
                Section 1. Name and purpose. Founded in 1970, the Council for European Studies (CES) is the leading international organization for the study of Europe. The Council produces and recognizes outstanding, multidisciplinary research in European Studies through a range of programs, including conferences, publications, special events, and awards.

Article II.  Membership
                Section 1. Eligibility for membership. Membership in the Council shall be open, upon payment of dues, to all individuals and institutions that support the objectives of the Council.
Article III.  Governance
                Section 1.  Executive Committee. The regular governing body of the Council for European Studies shall be called the Executive Committee.  The Executive Committee shall pursue the mission and objectives of the Council; determine the Council’s general policies; advise and assist the Chair and Director; approve the Council's budgets; and review proposals submitted by the Council to other organizations. All decisions, excluding amendments to these Bylaws, shall be made by a simple majority.
                * Section 2a.  Elections and terms of office.  The eight regular members of the Executive Committee shall be elected by a simple majority of ballots casts by the individual members of the Council.  Each Executive Committee member shall be elected for a four-year term, and all shall serve staggered terms so that one-half of that number is elected every two years.
                Prior to each election, the Chair is empowered to appoint a Nominating Committee from among the membership of the Executive Committee.  That Nominating Committee shall issue a call for nominations, review the nominations submitted, and recommend a slate of nominees for approval by the Council’s membership.
                Section 2b. Chair. The ninth and tenth members of the Executive Committee shall be the current Chair and the Chair-Elect or outgoing Chair (called the Advisory Chair) of the Council for European Studies, both of whom shall hold these posts ex officio.  Rules governing the election of the Chair are provided in Article IV of these Bylaws.
                Section 2c. Director. The eleventh member of the Executive Committee shall be the Director of the Council for European Studies, who shall hold that post ex officio. The Executive Committee shall name the Director on the advice of the Chair, define the terms of his/her appointment, and approve remuneration for duties performed.
                Section 3.  Advisory Board.  The Advisory Board shall consist of individuals interested in the mission of the Council for European Studies and competent to advise the Executive Committee or other relevant committees on issues related to the planning, support or execution of Council objectives.  The members shall be invited to serve by the Executive Committee upon the recommendation of the Chair.
Article IV.  Officers, employees and agents
                Section 1a.  Election of the Chair. The Executive Committee shall name a Chair to serve for two years as the leading officer of the Council for European Studies and for four years as an ex officio member of the Executive Committee.  Each new Chair shall be named at least one full year before the current incumbent’s term as Chair is due to expire.  The Chair-elect will serve one year as a regular member of the Executive Committee before taking up his or her duties as Chair.  The outgoing Chair will serve one year on the Executive Committee after the completion of his or her two-year term to provide ongoing counsel and guidance.  Incumbents of the office of Chair are ineligible to serve for a second successive term.
                Section 1b.  Duties of the Chair.  The Chair shall preside over meetings of the Executive Committee, and work with other institutional officers to oversee and advance the Council’s activities and objectives.  The Chair also has immediate responsibility for the timely staffing of committees needed to undertake work approved by the Executive Committee and general supervision of the work of the Director.  
                Section 2. Treasurer. The Treasurer shall be appointed by the Chair to serve a two-year term, and must be chosen from among the current and elected members of the Executive Committee. The Treasurer serves as the Executive Committee’s representative on financial matters and helps monitor the accuracy of the Council’s financial reporting.
                Section 3. Liaison to the host institution. The Executive Committee shall choose someone from the membership of the Executive Committee to serve as the Liaison to the host institution. The Liaison shall serve a two-year term and assist in maintaining good relations between the Council and its institutional host. If no one among the Executive Committee’s elected membership is suitable or available to serve as Liaison, the Executive Committee shall appoint a suitable Council member to the role and invite him/her to serve ex officio on the Executive Committee for the duration of his or her term, under which circumstance it is possible that the Executive Committee will have twelve members in total.
                Section 4.  Duties of the Director.  The duties of the Director, which are determined by the Executive Committee, include, but are not limited to the following: keeping the records of the Council; receiving and managing Council funds; preparing an annual financial report; hiring and supervising Council staff and consultants; administering Council programs; and working with the Chair and Executive Committee to determine the future direction of Council activities.
Article V.  Committees
                Section 1.  Standing Committees.  The Executive Committee may name any other standing or ad hoc committees as needed.

Article VI.  Finances and Office
                Section 1.  Finances.  The Council shall collect and expend monies raised from membership dues and other sources.  The books shall be kept at the office of the Council and made available for review upon request by the host institution and the Executive Committee.
                Section 2.  Checks, bank accounts and investments.  Unless the Executive Committee shall specifically require an additional signature, the Director shall have the authority to sign alone, in the name of the Council, all checks and contracts authorized either generally or specifically by the Executive Committee.  No instrument required to be signed by more than one officer may be signed by one person in more than one capacity.
                Section 3.  Office.  The office shall be at the location set forth in the certificate of incorporation or at another location chosen by the Executive Committee.  The Council shall sign a letter of agreement between it and its host institution specifying the terms of its relationship regarding office space.
Article VII. Meetings
                Section 1.  Executive Committee meetings.  In addition to consulting via email and/or tele-conference throughout the year, the Executive Committee shall conduct a regular annual meeting at a time and place of its own choosing.  Notice of this meeting shall be provided to all Executive Committee members no less than two weeks in advance of the meeting.
                Section 2.  International Conference of Europeanists.  The International Conference of Europeanists shall be the plenary organ of the Council and shall be held no less than once every two years.

Article VIII.  Amendments
                Section 1.  Approval. Amendments to these By-laws may be submitted at any time by any member to the Chair and then presented by the Chair to the Executive Committee for approval or disapproval.  Decisions shall be made by a two-thirds vote of the Executive Committee.
                Section 2. Ratification. Once an amendment has been approved by the Executive Committee, it shall be reported to the membership for ratification.  Amendments may be ratified by the membership by a simple majority of ballots.

*  Section 2a of Article III was recently amended by the Council's Executive Committee. These changes will not be ratified and formally approved until the Executive Committee Elections held in February 2014.


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