These Statutes were adopted by the General Assembly of ICOS held in Uppsala, Sweden, at the 21st Congress on 23 August 2002.
Article 1 Name of organization
This non-profit organization is named "International Council of Onomastic Sciences", abbreviated as ICOS.
Article 2 Registered seat
The Board of Directors shall determine the official address of ICOS and its registered seat. The present seat is in Uppsala, Sweden.
Article 3 Aims
The aims of ICOS are the advancement, representation, and co-ordination of onomastic sciences on an international level and in an interdisciplinary context, and the promotion of World Congresses at reasonable intervals.
Article 4 Membership
Membership of the organization shall comprise all those who have paid the annual membership fee. Both personal and institutional members will be admitted. Membership will be terminated by death, resignation, or failure to pay the annual membership fee.
Article 5 Membership fee
The amount of the membership fees for personal members and for institutional members will be determined by the Board of Directors and ratified by the General Assembly. The membership fee will entitle the members to all rights and privileges normally associated with membership subject to the provisions noted in articles 4 and 8.
Article 6 Means
The membership fees are the fiscal support of the organization. Other support may include subscription, subventions from public or private organizations and private donations or legacies.
Article 7 Structure
The administrative structure of the organization is as follows:
a) General Assembly;
b) Board of Directors;
c) Executive Committee.
The Board of Directors may create internal subcommittees to serve in an advisory capacity. The Board of Directors will also appoint an Editor-in-Chief and an Editorial Board to oversee scholarly publications.
Article 8 General Assembly
The General Assembly consists of all those personal members of the organization who have paid the annual fee.
The General Assembly discusses and directs the general policy of the organization according to the aims described in article 3. The General Assembly elects, through secret ballot, both the ex officio and 6 at-large members of the Board of Directors. Moreover it possesses the following specific powers:
a) to approve the reports of activities;
b) to examine and approve the budgets and accounts;
c) to modify and approve the statutes of the organization;
d) to dissolve the organization.
The General Assembly is convened at intervals of at most five years. Notification may be in any form. Assemblies will normally coincide with World Congresses, promoted by ICOS and organised by a member. They will be convened and presided over by the President or, in his or her absence, by one of the Vice Presidents. The General Assembly may validly deliberate only if at least 20 % of the personal members are present or validly represented. All decisions taken by the General Assembly require a simple majority of the personal voters (present and proxy). Proxy votes are permitted; however, no attending member may act for more than three absent personal members, and written authorization is required from the persons represented.
On the request of half the members plus one, the President shall convene an extraordinary meeting of the General Assembly, with a limited agenda.
Article 9 Board of Directors
The organization is administered by a Board of Directors. The Board of Directors consists of the President, two Vice-Presidents, the Secretary, the Treasurer and the Assistant Secretary and six at-large members. In the case of the loss of members through death, illness, continuous unavailability or resignation, the Board of Directors may appoint substitutes, who must be members of ICOS. The Board of Directors has the widest powers of administration and management, insofar as these are not reserved for the General Assembly or other bodies of the organization by these statutes. The Board of Directors appoints examiner(s) of the ICOS accounts.
The President, the two Vice-Presidents, the Secretary, the Treasurer and the Assistant Secretary will ex officio constitute the Executive Committee of the organization. The Executive Committee is responsible for day to day management of the organization and for the preparation and implementation of the decisions taken by the Board of Directors and/or the General Assembly. The Executive Committee is responsible for the election procedures of a new Board of Directors at the meetings of the General Assembly at each Congress. Annual reports of the activities of the Board shall be provided at meetings of the General Assembly.
The Editorial Board consists of at least four persons and it is responsible for the journal and other scholarly publications of ICOS.
Article 10 Majorities
Without prejudice to the following paragraph, all decisions taken by any body of the organization require a simple majority of the personal voters (present and proxy), the person chairing the body in question having a casting vote. Decisions with respect to changes in the statutes and the dissolution of the organization mentioned in article 13 require a majority of two thirds of the personal voters (present and proxy) at the General Assembly. A simple majority is a quorum for meetings of the Board of Directors.
Article 11 Duration of office
The terms of office in any body or committee of the organization is the time between two congresses. Except for the President, who will not be eligible for immediate re-election to that office, all persons elected by the General Assembly may be re-elected, but no-one may be elected to office for more than two successive terms (partial appointments excepted).
Article 12 Arbitration
In case of conflict between two individual members or an individual member and ICOS, each member may appoint a referee and the two referees will appoint the third referee to arbitrate the conflict. In case of deadlock the third referee will be appointed by the ICOS Board. Referees need not be members of ICOS.
Article 13 Dissolution of the organization
In the event of dissolution of the organization, the General Assembly will decide on the disposal of the assets of the organization. The decision requires a majority of two thirds of the personal voters (present and proxy), through secret ballot.