Articles of Incorporation of the Association
Existenz Executive Council (EEC)
Art. 1 Name, Registered Office
An unincorporated nonprofit association under the name Existenz Executive Council (EEC) has been set up in accordance with California Corporations Code Section 21300, and has its registered office in San Rafael, California. The date of registration is December 12, 2016 (Association Registration Number 15548).
Art. 2. Purpose
The purpose of the Association is:
a) to serve in an advisory capacity for the online journal Existenz (ISSN 1932-1066),
b) to invite members to the Existenz Editorial Board,
c) to uphold the accessibility of Existenz as an Open Access publication,
d) to coordinate successful relationships with the current or future publishers.
Art. 3. Funds
The Association is financed by donations (donations, subsidies, grants, voluntary support contributions, etc.) and by revenues of all kinds. No membership fees are charged.
Art. 4. Membership
4.1 Member categories
a) Founding members,
b) Board members.
4.2 Becoming a member
a) Only members of registered Jaspers societies can become members of the Association ("Member").
b) The Board has the final decision on whether to accept members and can waive the membership requirement stated in 4.2.a at its discretion but only for editorial board members.
c) Editorial board members are individuals who have earned special recognition in connection with Jaspers research and the dissemination of Jaspers' ideas. A person may be nominated as an editorial board member by recommendation of the Board.
4.3 Termination of membership
a) Membership lapses upon departure from the Association. A member may leave the Association at any time subject to a written declaration of departure to be submitted to the Board.
b) The Board may unanimously decide to exclude a member from the Board in cases when such member fails to communicate for an extensive period of time and does not reply to a minimum of additional three communication attempts over a period of three months. The exclusion can be appealed before the Board Meeting up to the end of the month following communication of the decision.
Art. 5. Governing bodies
The governing bodies of the Association are
• the Board
• the Editorial Board
5.1 Board Meeting
a) The Board Meeting is the Association's supreme governing body.
b) The Board consists of seven seats initially invited by the Founding members and subsequently elected by the board members for a period of five years as specified in Art. 5.1 h. The office of President is assigned to the serving Editor-in-Chief. Board members may stand for re-election.
c) The board seats of the two founding members will be in effect for ten years (January 2027) and then either be re-elected or changed to offices of President and Vice President with the provision that the office of president is assigned to the office of Editor-in-Chief.
d) An ordinary Association Meeting is held once a year at the request of the president and takes place in the form of electronic written correspondence.
e) Any two board members may call an extraordinary Board Meeting at any time and announce the
points to be discussed.
f) Board members agree to respond to the raised points electronically within 14 days of the initial communication.
g) No decision can be taken on points that are not on the agenda.
h) The Board Meeting constitutes a quorum when four members have voted electronically within a 15- day waiting period, unless the business item relates to changes to the business structure of Existenz or to the EEC bylaws.
i) Decisions involving changes to the Association's Articles of Incorporation, to the business structure of Existenz, or to dissolving the Association require a qualified majority of at least six votes in favor. These votes must be cast within a period of 30 days.
j) The President or, in case of an extraordinary Board Meeting, one of the two initiating board members chairs the Association Meeting.
k) As a minimum requirement, minutes must be kept of the decisions taken.
l) The following tasks are reserved to the Board Meeting:
a. Approval of the minutes of the last Board Meeting;
b. Election of the Board;
c. Approval of the financial statements (income statement and balance sheet);
d. Approval of the auditor's report;
e. Approval of the budget;
f. Ratification of the actions of the governing body;
g. Election of the Editorial Board;
h. Decisions on changes to the Articles of Incorporation and the voluntary dissolution of the
Association and appropriation of the liquidation proceeds.
Art. 6 Court of arbitration and internal liability
a) The reciprocal rights and obligations arising from these Articles of Incorporation are subject to California law.
b) Board members agree to indemnify and hold harmless other EEC board members of and from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorneys' fees and costs, to the extent caused by or arising out of or relating to activities related to the Association. In no event shall the maximum liability hereunder exceed the sum of $10.00 (ten).
Art. 7 Communication
Communication within the Association as a rule shall be sent by e-mail. The Association communicates in English and German without obligation to duplicate in translation.
Art. 8 Liability
The Association's assets are exclusively liable for all liabilities; any personal liability of the Board or Association members is excluded. Copyright of all published materials remains with the respective authors and any perceived violation of The Digital Millennium Copyright Act of 1998 is the responsibility of the author.
Art. 9 Dissolution
a) The Association may be dissolved by a resolution of the Association Meeting (Art. 5.1 l h)
b) If, upon dissolution of the Association, no decision has been taken regarding the appropriation of the liquidation proceeds (Art. 5.1 k), the latter will be transferred to an association or society with the same or a similar purpose, in particular in the field of Jaspers related philosophical research.
Art. 10 Final provisions
These Articles of Incorporation were adopted upon receipt of all seven board members' email statements of approval in response to the constituting meeting call of the Association on 15 January 2017 and entered into force immediately.
EEC Board Members
Editor-in-Chief - Helmut Wautischer, Sonoma State University, USA
Assistant Editor - Ruth A. Burch, Lugano-Paradiso, Switzerland
Publisher - KJSNA, Stephen A. Erickson, Pomona College, USA
Independent academic Jaspers scholar - Matthias Bormuth, Universitšt Oldenburg, Germany
Independent academic Jaspers scholar - Czeslawa Piecuch, Pedagogical University, Cracow, Poland
Independent academic Jaspers scholar - Reinhard Schulz, Universitšt Oldenburg, Germany
Independent academic Jaspers scholar - Mario Wenning, University of Macau, China
The EEC invites members to the Existenz Editorial Board with majority vote. Changes to the business structure of Existenz or to the EEC membership require a vote by all seven members with at least five votes in favor. The initial term for founding members is ten years, the initial term for Board members is four years.
Approval of the EEC Bylaws is the first business action and will be held with electronic vote. The terms for founding members and board members are renewable.
The EEC is an unincorporated nonprofit association pursuant to California Corporations Code Section 21300. Registration is filed on October 15, 2016 and all new provisions concerning the publication of Existenz will be in effect with Volume 11/1 (Spring 2016) published on October 20, 2016.
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