EDSI Charter

1. NAME

The name of this organization shall be the “European Division of the Decision Sciences Institute” (aka EDSI).

2. AFFILIATION & LEGAL STATUS

The Decision Sciences Institute is organized and operated as a nonprofit corporation exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code of the United States of America.

EDSI is created and authorized by the Decision Sciences Institute through the granting of this charter, consistent with Title 5 of the Bylaws of the Decision Sciences Institute.

EDSI can enter into any business transactions, contracts, or any other legally-binding activities, as long as there is clear language in such contracts that the Decision Sciences Institute assumes no liability or legal responsibility whatsoever.

The organization, structure, membership, voting, activities, finances, and reporting of the same, and all other matters relating or pertaining thereto, of EDSI shall be conducted in accordance with and subject to the Bylaws of the Decision Sciences Institute and the Policies and Procedures of EDSI.

EDSI shall have one representative to serve on the Board of Directors of the Decision Sciences Institute. The representative shall be nominated and elected by active dues-paying members of the Decision Sciences Institute affiliated with EDSI. Only Regular Members of the Decision Sciences Institute (i.e., membership is current) and in good standing shall be nominated and elected.

The Policies and Procedures of EDSI shall be submitted in writing and approved by the Board of Directors of the Decision Sciences Institute every two years.

3. ADDRESS

The mailing address of EDSI shall be that of the office of the current President of the Division at his or her academic institution.

4. MISSION

To further the mission of the Decision Sciences Institute, EDSI shall conduct activities within the boundaries of the European continent to provide for the exchange of information among those who extend, apply, and teach disciplines of the decision sciences.

5. MEMBERSHIP

EDSI may have members or collect membership dues, (i) as long as such Division chapter membership dues are deposited, monitored, and accounted for pursuant to all laws of the territory in which the division operates and (ii) as long as there is clear language in offer of any such membership that it does not include membership and/or benefits affiliated with the Decision Sciences Institute, who assumes no liability or legal responsibility whatsoever.

6. BOUNDARIES OF THE DIVISION

The territories of EDSI shall include the countries belonging to the European continent, as well as those of Country Chapters authorized by the Decision Sciences Institute as being part of the division.

6.1. GRANTING OF CHARTERS FOR COUNTRY CHAPTERS

Charters for Country Chapters of the Decision Sciences Institute within the boundaries of EDSI, shall be granted solely by the Board of Directors of the Decision Sciences Institute. The granting of such charters shall be done in consultation and coordination with the Board of Directors of EDSI.

7. GOVERNANCE OF THE CHAPTER

7.1. BOARD OF DIRECTORS

EDSI shall be managed by a Board referred to as EDSI Board of Directors.

The EDSI Board of Directors shall comprise six (6) officers, plus one ex-officio member from the Executive Committee of the Board of Directors of the Decision Sciences Institute.

The officers shall be designated as President, Secretary General, Treasurer, Immediate Past President, President-Elect and the VP-European Division on the Board of Directors of the Decision Sciences Institute.

At the discretion of EDSI, up to five additional board members may serve with responsibilities for professional development; marketing and external relations; ICT; conference planning; or with other responsibilities as necessary.

7.1.1. ROLES AND RESPONSIBILITIES OF BOARD OFFICERS

President. The President shall be the region’s Chief Executive Officer. The President shall serve for a term of one (1) year and shall automatically become Immediate Past-President for a subsequent term of one (1) year.

Immediate Past-President. The Immediate Past President shall, in the absence or incapacity of both the President and President-Elect, preside at meetings of the Board of Directors.

President-Elect. The President-Elect shall, in the absence or incapacity of the President, preside at meetings of the Board of Directors. The President-Elect shall serve for a term of one (1) year and shall automatically become President for a subsequent term of one (1) year.

Treasurer. The Treasurer shall (i) keep and maintain, or cause to be kept and maintained, adequate and correct books and records of account of the properties and transactions of EDSI, and other matters customarily included in financial statements and (ii) file all necessary documents to comply with laws of the territory in which EDSI operates. The Treasurer shall serve for a term of two years.

Secretary General. The Secretary General shall maintain and provide access to the records of the European Decision Sciences Institute (EDSI); record the minutes of all proceedings of the Board of Directors of the European Decision Sciences Institute (EDSI) Board; authenticate the records of the European Decision Sciences Institute (EDSI) Board and give or cause to be given, notice of all meetings of the Board of Directors of the European Decision Sciences Institute (EDSI) Board required by the laws of the territory in which the European Decision Sciences Institute (EDSI) Board operates. The Secretary shall have such other powers and perform such other duties as may be prescribed by the Board of Directors of the European Decision Sciences Institute (EDSI) Board, the laws of the territory in which the European Decision Sciences Institute (EDSI) Board operates, or the Policies and Procedures of the European Decision Sciences Institute (EDSI). The Secretary General shall serve for a term of two years. The Secretary General shall be eligible for re-appointment for one more term.

VP-European Division. The duties of this office shall be as detailed in the Policies and Procedures Manual of the Decision Sciences Institute.

Additional Board Members. The responsibilities shall be as detailed in the Policies and Procedures of EDSI. The term for each additional Board Member shall be two years.

7.1.2. BOARD ELIGIBILITY

Only Regular Members of the Decision Sciences Institute (i.e., membership is current) and in good standing shall be nominated and elected or appointed to serve on the EDSI Board of Directors.

Members of the EDSI Board of Directors shall maintain Regular Member status in the Decision Sciences Institute during the entire term of Board service.

No individual shall serve contemporarily in more than one official position on the EDSI Board of Directors.

No individual shall succeed to the same board position within two (2) years of vacating such Board position, except under extenuating circumstances and subject to formal approval by the Board of Directors of the Decision Sciences Institute.

7.1.3. BOARD POSITION NOMINATION OR APPOINTMENT

Members to serve on the European Decision Sciences Institute (EDSI) Board of Directors shall be nominated and elected through a consistent process defined below:

1. Nomination. Every year, no later than two months before the annual conference, the Nominating Committee chaired by the Immediate Past-President shall be instructed by the President of the officers to be elected for the ensuing year. Not less than one month before the planned date of the next Annual conference, the Nominating Committee shall nominate at least one candidate for each office to be filled. Nominees must be Regular Members of the Decision Sciences Institute in good standing and affiliated with EDSI. Nominations will be presented at the annual meeting of the Division. Immediately afterwards, the Chair of the Nominating Committee shall e-mail to each Regular Member of the Decision Sciences Institute in good standing and affiliated with EDSI a brief biographical sketch of each nominee along with an online secure ballot.

2. Nomination of Candidates for the VP-European Division for the Board of Directors of the Decision Sciences Institute. The EDSI Board of Directors shall nominate up to two candidates for the office of the VP-European Division on the Board of Directors of the Decision Sciences Institute. The names of nominated candidates shall be forwarded to the Decision Sciences Institute for inclusion on the general election ballot for the Decision Sciences Institute.

3. Election. For all officer position other than the VP-European Division, no ballot shall be counted unless it is marked by a qualified voter to indicate his/her choices and is returned to the email address designated on the ballot no later than June 30th. The candidates receiving the largest number of votes for the offices to be filled shall be declared elected. The names of elected candidates shall be immediately communicated by the Division’s President to the Home Office of the Decision Sciences Institute DSI and to Members of the Decision Sciences Institute affiliated with EDSI. In the event of a tie vote for any office, Regular Members of the Decision Sciences Institute in good standing and affiliated with EDSI shall choose between the tied candidates by written ballot.

7.1.4. BOARD DECISION-MAKING AND RECORD KEEPING

Only matters that are consistent with the Bylaws of the Decision Sciences Institute shall be brought forth for discussion or adjudication by the EDSI Board of Directors.

No matter before the EDSI Board of Directors shall be discussed and acted on unless minutes of the discussion and decisions are recorded.

All matters to be decided by the EDSI Board of Directors shall require a majority vote of the EDSI Board of Directors.

All minutes of meetings of the EDSI Board of Directors shall be provided by the EDSI Secretary General.

8. CONFERENCE OF THE DIVISION

8.1. CONFERENCE LOGISTICS

EDSI may organize one or more conferences annually to be held within its territories.

The name of the conference organized by EDSI shall be marketed as the [YEAR] Annual Conference of EDSI.

The conference being organized by EDSI shall be either separate or in conjunction with conferences organized by professional entities affiliated or not affiliated with the Decision Sciences Institute.

EDSI must establish differential conference registration rates, one for DSI members (lower) and one for non-DSI members (higher), consistent with the Bylaws of the Decision Sciences Institute.

The conference to be organized by EDSI must be approved by the Board of Directors of the Decision Sciences Institute at least six months prior to any marketing or announcement of such a conference.

8.2. CONFERENCE CHAIR

The conference organized by EDSI shall have a conference chair.

Only Regular Members of the Decision Sciences Institute (i.e., membership is current) and in good standing shall be nominated and elected or appointed to serve as a conference chair.

The conference chair shall maintain Regular Member status in the Decision Sciences Institute during the time he/she serves in this capacity.

8.3. CONFERENCE MANAGEMENT AND REGISTRATION SYSTEMS

EDSI may use the Conference Management System of the Decision Sciences Institute. The cost for usage of such system shall be conveyed to EDSI in advance and be pre-paid to the Decision Sciences Institute.

EDSI may use the Conference Registration System of the Decision Sciences Institute, at a future time when this system becomes available. The cost for usage of such system shall be conveyed to EDSI in advance and be pre-paid to the Decision Sciences Institute.

9. PUBLICATIONS OF THE REGION

EDSI shall have discretion to produce conference proceedings.

EDSI shall not create or support journals, books, monographs, or similar publications, whether in print or digitally, to be affiliated with EDSI or the Decision Sciences Institute unless previous formal approval by the Board of Directors of the Decision Sciences Institute.

10. COMMUNICATIONS

EDSI shall have discretion to communicate its activities to its stakeholders.

EDSI shall maintain webpages consistent with overall branding of the Decision Sciences Institute.

11. REVOCATION OF CHARTER

The Charter for EDSI may be revoked at the request of the EDSI Board of Directors or for cause such as the following:

Failure of EDSI to abide by the terms of the Charter.
Fiscal impropriety on the part of the EDSI Board of Directors or its appointees.
Consecutive years of absence of EDSI to be represented at a summit at the annual meeting of the Decision Sciences Institute.
Consecutive years of inadequate attendance at the annual conference of EDSI.

Before a judgment of revocation is passed, EDSI shall be given timely notice of any charges against it and the opportunity to present its case against revocation to the Board of Directors of the Decision Sciences Institute.

Revocation of the Charter for EDSI shall require a two-third affirmative vote of the Board of Directors of the Decision Sciences Institute.

12. DIVISION ESTABLISHMENT FEE

There shall be a one-time fee to establish a Division in the base amount of US$3,000.00, with this one-time fee adjusted based on GDP of the territories of the Division. For EDSI, this fee is $0.00 (waived).

13. RECOGNITION OF VALUE OF DSI AFFILIATION

To be issued a Charter for EDSI, there shall be a minimum of 20 Regular Members of the Decision Sciences Institute whose dues are current, who are in good standing, and who are residing in the boundaries of EDSI at the time of issue of charter. This number includes all Regular Members of the Decision Sciences Institute who are affiliated with Country Chapters as well as those within the Division that are not Country Chapter members.

For an issued charter, there shall be a minimum of 20 Regular Members of the Decision Sciences Institute whose dues are current, who are in good standing, and who are residing in the boundaries of EDSI. This number includes all Regular Members of the Decision Sciences Institute who are affiliated with Country Chapters as well as those within the Division that are not Country Chapter members.

For an issued Charter to remain in effect beyond the initial three-year period by the end of three years, and subject to compliance with previous terms, there shall be at least 50 Regular Members of the Decision Sciences Institute whose dues are current, who are in good standing, and who are residing in the boundaries of EDSI on the annual anniversary of the date of issuance of the Charter. This number includes all Regular Members of the Decision Sciences Institute who are affiliated with Country Chapters as well as those within the Division that are not Country Chapter members.

14. OTHER

Any and all other activities not explicated outlined above, before being conducted, shall require formal approval by the Board of Directors of the Decision Sciences Institute.