By-laws and Regulations – European Society of Criminology

The following regulations have been adopted by the ESC Executive Board and are available below:

1) Executive Board Regulation on Collegial Governance

2) Executive Board Regulation on Board Procedures

3)Executive Board Regulation on Legal Representation and Signing

Executive Board Regulation on Collegial Governance

Version 3.1 / 21.10.2025/ Adopted by the ESC Board on 25.10.25

Preamble

This Regulation is adopted by the Executive Board (EB) of the European Society of Criminology (ESC) on 25 October 2025, under Section 7 of the ESC Constitution and in accordance with Articles 60 et seq.—notably Articles 65 and 69—of the Swiss Civil Code (ZGB) on associations and their organs. Nothing herein derogates from member rights or General Assembly (GA) prerogatives under the Constitution and Swiss law; where there is any conflict, Swiss law and the ESC Constitution prevail, within their respective competences.

Scope and Purpose

This Regulation governs how the European Society of Criminology speaks to the outside world. It establishes who may make official communications in the Society’s name, what processes must be followed, and what consequences apply when officers act unilaterally contrary to Board decisions. The goal is straightforward: to safeguard collegial decision-making, prevent any individual from acting alone in the Society’s name, and provide proportionate remedies when these principles are breached.

Core Principles

Collegiality: The Executive Board acts collectively, not individually. Material decisions affecting the Society require Board approval. Each elected member has one vote, and once the Board adopts a decision, all members support it publicly.

The President’s role is primus inter pares—first among equals—for purposes of chairing meetings and convening the Board. The President does not decide matters alone. This is non-presidential governance: no single officer may commit the Society or set its policies without Board authorization.

When concerns arise about how an officer is exercising their role, the Board handles them fairly. The officer receives notice of the concern, has an opportunity to respond, and faces only proportionate measures decided by the Board.

Who May Speak for the ESC

Three categories of people may speak officially for the European Society of Criminology.

First, the Board itself may speak collectively through an adopted resolution recorded in the minutes. Second, the President may speak for the Society, but only where the Board has expressly authorized this in a specific resolution. Third, the Executive Secretary may issue routine administrative notices that fall within established policies—things like confirming meeting times, circulating approved documents, or handling standard member communications.

When Board members speak in their personal capacity—expressing their own views in academic settings, on social media, or in other contexts—they must include a clear disclaimer stating that their views are their own and do not represent the ESC or its Executive Board. The disclaimer may be as simple as “Views my own—not speaking for ESC/Board.”

Official Communications

For a communication to be official, it must first receive Board approval through a minute or resolution. Once approved, the Executive Secretariat assigns it a Communications Authorization ID. This identifier shows which body authorized the communication (the Executive Board), when it was authorized (year and month), and its sequence number that month. For example, “CAID: EB-2025-10-1” indicates the first communication authorized by the Executive Board in October 2025.

The CAID must appear at the end of the communication’s text, and the communication cannot be released until it has been cleared by the Executive Secretary or, in the Secretary’s absence, by a Board member previously designated by resolution for this purpose.

No officer—including the President—may issue policy statements, make commitments on behalf of the Society, or announce changes to established processes without prior Board approval. This prohibition is absolute and applies regardless of the officer’s seniority or their perception of urgency.

Emergency Actions

Genuine emergencies do occur, and the Board recognizes that some situations cannot wait for a regularly scheduled meeting. When someone claims an emergency exists, the Chair must convene either an immediate written ballot or a video meeting that can be assembled within two hours. If the matter concerns the President, the Executive Secretary takes on the convening role instead.

Even in emergencies, no one may issue communications in the ESC’s name without a Board decision authorizing both the content and the release. The emergency procedures exist to enable fast Board decisions, not to permit unilateral action.

Disciplinary Measures

This section addresses what happens when an officer’s conduct undermines the principles of collegial governance. It establishes the grounds for raising concerns, the procedures that follow, and the measures the Board may adopt.

6.1 When Concerns May Be Raised

Board members may raise concerns about an officeholder on several grounds. The most common involve unilateral official communications or actions taken in the Society’s name without authorization, disregard of decisions the Board has already adopted, obstruction of processes the Board has agreed upon, or serious breaches of collegiality or the Constitution. These grounds are not exhaustive; other serious misconduct may also justify raising a concern.

6.2 The Process

Three Board members may initiate the process by filing a written concern that specifies the factual basis and proposes a remedy. The subject of the concern then has 48 hours to submit a written response.

Once the response period has passed, the Chair schedules a decision. This may be by written ballot or at the next Board meeting, whichever comes sooner, but in no case later than seven days after the concern was filed. If the concern involves the President, the Executive Secretary takes the Chair’s role in managing the process.

The subject is recused from voting on the matter. Appointed or ex officio Board members may attend the discussion but do not vote on disciplinary items. A majority of elected members not recused must be present or participating, and decisions pass by simple majority of those present and voting.

6.3 Available Measures

The Board may adopt one of four measures, listed here in order of severity.

A written warning is the least severe measure. It formally notifies the officer that their conduct was problematic and must not recur.

Censure is more serious. It represents a formal rebuke that goes on the record and may be shared with the General Assembly.

Suspension of representational powers removes the officer’s authority to speak or sign documents on behalf of the ESC and to direct actions by the Secretariat. During a suspension, these powers transfer to someone else: first to the Immediate Past-President if available and not themselves suspended, then to the President-Elect if available and not suspended, then to the Executive Secretary for administrative notices only, and finally to a Board member the Board designates by resolution. The suspended officer keeps their Board seat and vote throughout, unless and until the General Assembly removes them from office.

The most serious measure is a recommendation to the General Assembly that the officer be removed from office. When the Board makes such a recommendation, it may also call an Extraordinary General Assembly if the timing requires it.

6.4 Immediate Effect and Interim Measures

The moment three Board members file a concern under §6.2, the Board may immediately suspend the subject’s representational powers pending a final decision. This interim measure requires only a simple majority vote.

All measures adopted under §6.3 take effect immediately. There is no waiting period. If the Board censures an officer or suspends their powers, that consequence begins the moment the Board adopts its decision.

6.5 Right to Appeal

The officer subject to any of these measures may request that the measure be placed on the agenda of the next General Assembly for information. The Board must honour this request. However, only the General Assembly has the power to remove an elected officer from the Board itself. Board measures under this Regulation affect only how the officer may exercise their role, not whether they hold it.

6.6 Protecting Legitimate Dissent

This Regulation applies only to conduct that purports to bind or represent the Society contrary to Board decisions or the Constitution. It may not be used to sanction lawful dissent expressed internally within the Board. Officers remain free to argue against proposals, vote against decisions, and advocate for different approaches within Board discussions. The prohibition is against acting unilaterally to commit the Society, not against disagreeing with colleagues.

Independence of the Executive Secretariat

The Executive Secretariat executes policies that the Board has approved and handles routine administration within those policies. The Secretariat must not implement unilateral instructions from any single officer—including the President—if those instructions would materially alter approved processes or exceed the authority the Board has granted.

If the Secretariat reasonably believes that an instruction exceeds the authority granted by the Constitution or by Board resolutions, or is otherwise unconstitutional or ultra vires, the Secretariat must notify the full Board immediately and seek a Board decision before acting on the instruction. This duty protects both the Secretariat and the Society from actions that lack proper authorization.

Archiving Official Communications

Every official communication released under this Regulation is archived together with its authorizing CAID. The Executive Secretary maintains the repository of these communications and provides extracts on request when someone needs to verify that a particular statement or document had proper Board authority. This system creates an auditable record of what the Board has approved and prevents disputes about whether a communication was authorized.

Conflicts of Interest

When a matter comes before the Board, members must disclose any circumstances that might constitute a conflict of interest for that specific item. Whether a disclosed circumstance actually requires recusal is decided by the Board on a case-by-case basis, applying the Constitution and general principles of good governance.

Calling an Extraordinary General Assembly

The Board may decide to convene an Extraordinary General Assembly (EGA) to address a disciplinary matter, but such referrals are not automatic. The Board must first determine that an EGA is warranted under the Constitution and in the specific circumstances.

When an EGA is convened on a disciplinary matter, the Board provides several documents to the membership. These include the Board’s reasoned proposal explaining what measure it recommends and on what legal basis, the subject’s written response or a confirmation that they were given an opportunity to respond, and a summary of the Board’s prior decisions on the matter showing the dates, quorum status, and vote tallies.

All materials circulated to the membership must comply with applicable data protection laws and respect personality rights. Personal data are minimized and redacted wherever they are not necessary for members to make an informed decision.

Safeguards for Membership Rights

The measures available under this Regulation affect only office-holding and representational powers within the Executive Board. They do not suspend, limit, or otherwise affect any rights that flow from ESC membership under the Constitution. A censured or suspended officer retains their rights to attend the General Assembly, vote on matters before the Assembly, receive member services, and stand for election to positions for which they are eligible—unless the Constitution itself or a valid General Assembly decision expressly provides otherwise.

These disciplinary measures are not membership sanctions. They do not constitute expulsion or suspension from membership under Constitution §5. If the Society wishes to take measures affecting someone’s membership status, it must follow the procedures the Constitution establishes for membership discipline, which are separate from and independent of this Regulation.

These measures do not alter the Society’s legal representation toward third parties. Commercial register entries and statutory representation remain unchanged unless and until amended through the procedures required by Swiss law and the Constitution.

Entry into Force and Review

This Regulation takes effect immediately upon adoption. The Board reviews it annually to consider whether refinements are needed, though a failure to conduct the review in any particular year does not affect the Regulation’s validity. The Regulation remains in force until the Executive Board amends or repeals it, or until a higher norm supersedes it.

Annex: Resolution Templates

When the Board decides to censure an officer, it might adopt a resolution in this form:

“The Executive Board censures [Name, Office] for [specific conduct] contrary to §4 of this Regulation and directs all officers to comply strictly with the requirements of this Regulation.”

When the Board decides to suspend an officer’s representational powers, it might adopt a resolution in this form:

“The Executive Board suspends the representational powers of [Name, Office] under §6.3(c) of this Regulation for [specified period] or until the next General Assembly, whichever comes first. Representational duties are delegated to [Past-President / other designee]. The suspension is limited to powers to speak and sign for the ESC and to direct Secretariat actions; [Name] retains their Board seat and vote. The Board [will / will not] seek General Assembly approval for removal from office under §6.3(d).”

Executive Board Regulation on Board Procedures

Version 3.2 / Adopted by the ESC Board on 25.10.2025

Preamble

Scope

This Regulation governs the Board’s internal operations: how meetings are convened and conducted, how agendas are set, what constitutes a quorum, how votes are taken and recorded, and when members must recuse themselves from decisions.

Meetings

2.1 Ordinary Meetings

The Board holds four ordinary in-person meetings each business year: one immediately before the Annual Conference in the host city, one immediately after the conference in the same location, one in autumn at the location of the following year’s conference, and one in spring at the city or university where the President resides or works. The Board may deviate from this schedule or format by simple majority vote when circumstances warrant.

2.2 Extraordinary Meetings

Extraordinary meetings may be convened by the President, the Executive Secretary, or any three Board members (whether voting or non-voting). These meetings are held online by default, though the Board may decide to meet in person by simple majority.

2.3 Emergency Meetings

When waiting for a regular meeting would likely cause serious harm to the ESC’s legal, financial, reputational, or physical security interests, an emergency meeting may be convened with minimum notice of 12 hours and an agenda circulated at least 6 hours before the meeting starts.

2.4 Participation and Format

Remote participation must be offered in all meetings, whether ordinary or extraordinary. Remote participants count fully toward quorum and may vote on all matters. Meeting format and venue decisions must be made in good faith and may not be used to impede participation. If a chosen format would materially hinder participation, any three Board members may call an additional online meeting to address that item.

2.5 Convening and Notice

The Executive Secretary issues meeting notices on their own initiative, at the President’s instruction, or upon a valid convening request from three Board members.

Agenda

The agenda must be circulated at least 48 hours before each meeting. The President proposes the agenda and order of business, which the Executive Secretary then prepares and circulates. Supporting documents and materials may be sent any time up to the meeting without invalidating agenda items.

At the start of each meeting, before adoption, any voting Board member may propose additional items, the removal of items, or a different order of business. The Board then adopts the agenda and order by simple majority. If no agenda has been circulated by the deadline, the meeting proceeds regardless, and the Board adopts an agenda at the start.

Items not on the adopted agenda may be added later in the meeting by simple majority vote, though the applicable quorum requirements still apply to any decisions on those items.

Chairing

The President chairs all meetings by default. If the President is absent for an entire meeting, the Past-President chairs; if the Past-President is also absent, the President-Elect chairs; and if all three are absent, the longest-serving elected Board member present takes the chair.

When the chair must recuse themselves from a specific item, they step aside for that item only, and the chair passes to the next person in the succession order who is not recused. After the item concludes, the original chair resumes.

Voting Rights and the Item Voting Roll

5.1 Who Votes

Elected Board members have voting rights on all items. Certain appointed members have voting rights on specific categories of business: the Newsletter Editor votes on Newsletter items, the Editor-in-Chief of the European Journal of Criminology votes on Journal items, and the organizers of the current and upcoming Annual Conferences vote on conference-related items.

5.2 The Item Voting Roll

For each item to be decided, the Item Voting Roll consists of all elected members who are not recused, plus any appointed members with voting rights for that category of item who are also not recused.

5.3 Voting Procedure

Before each vote, the Chair announces the item type (General, Newsletter, Journal, or Annual Meeting), notes any recusals, and reads the Item Voting Roll into the minutes. All members present—both voting and non-voting—may indicate how they would vote, but for legal effect, only votes from members on the Item Voting Roll are counted. The Secretary records both the legal tally (Item Voting Roll only) and an advisory tally showing all votes cast. The legal tally alone determines the outcome.

Conflicts of Interest and Recusals

6.1 Duty to Disclose

Members must disclose any circumstances that may constitute a conflict of interest for a given item.

6.2 Automatic Recusal

A member is automatically recused from voting if they have a direct, specific financial interest in the outcome that is not shared by members generally; if they are a party or representative in a pending legal proceeding directly concerning the item; if they have a first-degree family or household relationship with a party to the decision; if they have a current employment or supervisory relationship with a party to the decision; if the decision concerns them personally (such as their appointment, removal, remuneration, expense reimbursement, or any disciplinary measures); or if the decision concerns a legal entity they control and would confer a specific advantage on that entity.

Personal disagreement, past criticism, prior votes, or disagreement over ESC policies do not constitute conflicts of interest.

6.3 Self-Recusal

A member who believes they should be recused may request recusal by reasoned motion at or before the adoption of the agenda. The Board decides the request by simple majority of elected members present, applying a standard of whether the circumstances would lead a reasonable third person to doubt the member’s impartiality for the specific item. The requesting member does not vote on their own recusal.

A grant of self-recusal may not reduce the Item Voting Roll below one half of the elected members present. If it would, the Board first considers alternatives such as having the member abstain while remaining on the roll for quorum purposes, postponing the item, or deciding it by written ballot.

6.4 Disciplinary Matters

The subject of any disciplinary proceedings under the Regulation on Collegial Governance is automatically recused from voting on that matter.

Quorum

7.1 General Quorum

For most decisions, a quorum consists of at least one half of the Item Voting Roll, rounded up, present or connected to the meeting.

7.2 Enhanced Quorum

Certain important matters require an enhanced quorum of at least two thirds of the Item Voting Roll, rounded up, present or participating. These matters include starting or settling litigation, granting indemnification or advances of legal costs, making financial or contractual commitments over 50,000 Euro or longer than 24 months, and amending any Board regulation.

7.3 Disciplinary Quorum

For censure, suspension of representational powers, or recommendations to the General Assembly for removal of an officer, quorum requires at least two thirds of the elected Board members (excluding the subject of the proceedings) to be present or connected. The vote passes by simple majority of those present on the Item Voting Roll.

If quorum for a disciplinary item fails twice within 14 days, a third attempt may be convened within the following week with a reduced quorum of one half of the elected members (excluding the subject). If this third attempt also fails for lack of participation, the motion fails and may only be brought again if new material facts emerge.

7.4 Definitions

“Present or connected” means connected in a way that allows the member to hear the meeting and to be heard by others. Video is optional unless the Board decides otherwise for a specific meeting. All fractions are rounded up to the next whole number.

Voting

Decisions pass by simple majority of those present on the Item Voting Roll. In the event of a tie, the motion is not carried. Unless the resolution specifies a different effective time or condition, Board decisions take effect immediately upon adoption.

Written and Electronic Ballots

The Board may decide matters by written or electronic ballot rather than at a meeting. The participation thresholds are the same as for quorum: at least one half for general items and at least two thirds for items requiring enhanced quorum. In all cases, the outcome is decided by simple majority of the votes actually cast from the Item Voting Roll. The Secretary records the result and attaches the votes to the minutes.

Minutes and Records

The Board Secretary prepares draft minutes of each meeting. The Executive Secretary reviews these draft minutes, oversees their finalization, and maintains the official archive and decision register. The reviewed draft minutes are circulated together with the materials for the next meeting.

At each meeting, the minutes of the previous meeting are presented for approval as an early agenda item. Any member may propose specific corrections or additions before the vote. The Board approves the minutes, including any corrections, by simple majority under general quorum. Corrections are recorded in the approved minutes.

Once approved, the minutes are signed (physically or electronically) by the Chair of that meeting and by the Executive Secretary, and then archived. Board members have access to the minute archive and decision register upon request. The Executive Secretary may issue extracts when necessary to evidence a Board decision.

The approval or non-approval of minutes does not affect the validity of decisions that were duly adopted. Minutes serve as evidence of what was decided. If an approved correction changes the wording of a recorded resolution, the resolution as originally adopted (as shown by the decision register and vote records) prevails unless the Board expressly re-adopts amended wording.

Calling an Extraordinary General Assembly

The Board may resolve by simple majority to convene an Extraordinary General Assembly, but only if the matter falls within the GA’s competence under the Constitution and cannot reasonably await the next ordinary General Assembly.

The Board prefers Board-level tools—Board decisions, written ballots, or emergency meetings—wherever lawful and sufficient. An Extraordinary General Assembly is convened only when a GA decision is required by the Constitution or is clearly preferable in the ESC’s interests.

When an EGA is convened on a collegiality or disciplinary matter, the Executive Secretary circulates to members the Board’s reasoned proposal, the respondent’s written response (or confirmation that they were given an opportunity to respond), and a concise summary of the Board’s prior decisions on the matter showing dates, quorum status, and vote tallies. All materials must comply with applicable data protection laws and respect personality rights. The constitutional notice requirements set out in Constitution §6 apply.

Review and Entry into Force

This Regulation takes effect immediately upon adoption. It is reviewed annually for possible refinements, though failure to conduct a review in any given year does not affect the Regulation’s validity. The Regulation remains in force until amended or repealed by the Executive Board or superseded by a higher norm.

Board service includes a duty to participate in meetings and ballots in good faith. Unjustified repeated absence from convened meetings or ballots may constitute misconduct addressable under the Regulation on Collegial Governance.

Executive Board Regulationon Legal Representation and Signing

Version 2.1 / Adopted by the ESC Board on 25.10.25

Preamble

What This Regulation Covers

This Regulation establishes who may legally bind the European Society of Criminology in its dealings with third parties. It governs how contracts and other documents must be signed, who is registered in the commercial register as having signature authority, who may make payments from ESC bank accounts, and how the Society handles litigation.

Core Principles

Three fundamental principles govern how the ESC enters into legal commitments.

First, the Board decides. All acts that would bind the Society legally—whether contracts, commitments to third parties, formal representations to authorities, or initiating legal proceedings in the name of the Society—require prior specific authorization by the Executive Board or by the General Assembly. The only exceptions are routine administrative acts that fall within pre-approved policies and budgets, as described in §6 below.

Second, external commitments require two signatures. When the ESC signs something that creates legal obligations, two authorized persons must sign together. This is sometimes called the “four-eyes principle”: it ensures that no single individual can commit the Society alone.

Third, authority flows from authorization. No one may bind the ESC in contracts, initiate or defend litigation, or make formal representations to authorities without proper authorization from the Board or the General Assembly. Acts performed without authorization may lead to internal disciplinary measures and may expose the individual to personal liability under Swiss law.

What Requires Board Authorization

In the absence of specific authorization by the General Assembly, before the ESC can enter into any legally binding commitment, the Board must adopt a decision that both approves the substance of what is being done and authorizes specific people to execute it. This requirement applies to contracts of all kinds, financial commitments, litigation (whether initiating, defending, or settling), agreements with third parties, and formal representations to government authorities or regulatory bodies.

Each authorization the Board grants must identify the specific matter being authorized, name the people who may sign on the Society’s behalf, state any financial limits that apply, and include a decision ID so the authorization can be traced back to the Board’s minutes.

External Signatures and the Commercial Register

4.1 How the ESC Is Bound

The ESC becomes legally bound to third parties when any two persons who are registered in the Vaud Commercial Register with collective signature rights sign a document together. The commercial register is a public register maintained by the canton where the Society has its seat—in our case, Lausanne in the Canton of Vaud.

4.2 Who Is Registered

Three positions are registered in the commercial register as having collective signature authority, meaning they may sign jointly in pairs to bind the Society:

The Executive Secretary and the Conference Coordinator are registered on a standing basis for the duration of their appointments. The President is registered for the duration of the presidential term only, and the register entry is updated when a new President takes office.

The Executive Secretary is responsible for ensuring that the register is kept current. When someone is appointed to one of these positions or leaves office, the necessary filings must be made promptly with the Vaud Commercial Register Office.

4.3 How Signatures Are Made

Signatures may be made with wet ink or using a recognized electronic signature system, wherever such electronic signatures are legally accepted for the type of document being signed. When two people sign jointly, both signatures must appear either on the same physical instrument or on matching counterpart copies of the same document.

Banking Authority

5.1 Who May Authorize Payments

Three people hold authority to sign on the ESC’s bank accounts and payment instruments: the Executive Secretary, the Conference Coordinator, and the Secretary of the Board.

5.2 The Two-Person Rule

Every payment from ESC accounts requires authorization by any two of these three people. This dual control applies to all payments, regardless of size or nature, unless the payment falls within one of the pre-authorized categories described below.

5.3 Conference Budget Payments

When the ESC has approved a conference budget for the current business year, any two bank signatories may authorize payments that implement the approved budget lines without seeking additional Board approval for each transaction. The Board may, in the budget resolution itself or in a subsequent decision, designate certain payments or budget lines that require an additional specific Board decision before money may be released. If the Board does not specify otherwise, payments within the approved budget proceed with just two signatures.

5.4 Routine Recurring Payments

The Board may authorize certain routine, recurring payments in advance for a specified period. To do this, the Board adopts a resolution that identifies the payee or payees, describes the nature and purpose of the payments, sets limits on individual invoices and on the total amount for the year, and specifies the time period during which the authorization is valid. A typical example might be: “Pay [service provider] for [specified services] as invoices are received, up to [amount] per invoice and [total amount] per calendar year, during calendar year [year].”

Once the Board has granted such a blanket authorization, any two bank signatories may execute payments that fall within the stated parameters without seeking further Board approval. Any payment that would exceed the limits or deviate from the specified terms requires a new Board decision.

5.5 The Limited Nature of Banking Authority

Bank signatories execute payments that the Board has authorized; they do not decide what the Society should pay or to whom. Having signature authority on bank accounts does not confer any power to represent the ESC beyond carrying out duly authorized payment instructions. The bank mandate is purely an execution mechanism, not a grant of representational authority.

Routine Administrative Acts

The Executive Secretary may perform routine administrative acts within approved budgets, fee schedules, and policies without seeking a Board decision for each individual transaction. For example, the Executive Secretary may put down a venue deposit that falls within an approved conference budget, or may execute other routine transactions that implement existing Board policies.

This routine authority has two important limits: no single commitment may exceed CHF [X], and no commitment may have a term longer than twelve months. If either threshold would be exceeded, the Executive Secretary must obtain a Board decision before proceeding.

The Executive Secretary maintains a log of all acts performed under this routine authority and reports to the Board quarterly on what has been done. This reporting includes cross-references to relevant Board decisions where applicable.

Routine authority explicitly does not include making or changing policy, issuing public statements or positions, initiating or settling litigation, or entering into long-term or extraordinary commitments. All such matters require a Board decision under §3.

Litigation and Legal Proceedings

7.1 Board Authorization Required

In the absence of specific prior General Assembly authorization, before the ESC may initiate legal proceedings, defend itself in litigation, settle a case, or abandon proceedings it has started, the Board must adopt a decision authorizing the specific action.

7.2 Who Represents the Society in Court

Under Constitution §13, the President is nominated as the person in whose name legal proceedings may be brought by or against the ESC. However, when the President is recused from a matter or is an adverse party—for instance, if the litigation is between the President and the Society—the Board designates another elected Board member or external legal counsel to represent the ESC for that particular matter. The designation is recorded with a decision ID and, where necessary, a formal power of attorney is issued.

7.3 What a Litigation Authorization Must Specify

When the Board authorizes litigation or a settlement, the authorization must be specific. It must identify the counterparty or the court proceeding (including the forum and any file reference number if known), describe what actions are authorized (what may be signed or filed), set any financial parameters such as settlement caps or fee arrangements, impose any temporal limits such as deadlines or settlement windows, state any conditions that must be met before action may be taken, name the person or people authorized to represent the Society and whether they must act jointly, and include the decision ID and any reporting requirements.

Where the General Assembly’s authorization is needed, the Board will propose wording that includes these elements, though the General Assembly may of course decide otherwise.

7.4 Counsel

The Board appoints external legal counsel where appropriate and gives counsel instructions within the bounds of its decisions. Material steps in litigation—such as commencing proceedings, entering into a settlement, or abandoning a case—require a Board decision in accordance with Constitution §7, not just counsel’s recommendation.

Indemnification and Legal Costs

The ESC will indemnify its officers and Board-appointed representatives for reasonable legal costs and liabilities that arise from acts they performed in office, provided those acts were pursuant to duly adopted Board or General Assembly decisions and fell within the scope of the mandate the competent body set. This commitment is subject to Swiss law, including the provisions on organ liability in ZGB Article 55.

Indemnification does not apply to several categories of acts. It does not cover unilateral actions taken without authorization from the competent body, or actions taken in contradiction of that body’s decisions, or actions that exceeded the mandate’s subject matter, amount, time limits, or conditions. It also does not cover acts performed outside the scope of office, or acts involving willful misconduct or gross negligence.

If someone covered by this provision needs an advancement of legal costs before a matter is resolved, that advancement requires a specific Board decision. The decision must set the scope of what is being advanced, impose caps on the amounts, specify whether external counsel must be approved, and establish reporting requirements. The person receiving indemnification must cooperate with the Society and take reasonable steps to mitigate costs.

Records and Evidence of Authority

Every act that binds the ESC must reference the Board decision ID that authorized it, or must note that it falls under a standing policy established in §6 for routine acts. The Executive Secretary maintains copies of all executed instruments, powers of attorney, and related filings, with cross-references to the decision register so that anyone examining the Society’s commitments can trace them back to the authorizing decisions.

Under the Board Procedures Regulation, decisions become effective when adopted or at whatever later time the decision itself specifies. The administrative question of whether minutes have been approved, or whether record-keeping is complete, does not affect the validity of decisions that were duly adopted.

Third-Party Reliance and Internal Limits

Third parties dealing with the ESC may rely on the entries in the commercial register and on the apparent authority of persons who hold registered signature rights jointly. The commercial register is a public register maintained by the Canton of Vaud under federal ordinance, and entries in it provide notice to the world of who may bind the Society.

The internal limits this Regulation imposes bind the Society’s officers and are enforceable within the ESC’s governance structure. An officer who breaches these limits may face internal disciplinary measures. However, internal limits do not prejudice the protections Swiss law provides to third parties who deal with the Society in good faith. Where an officer acts without proper internal authorization but within their apparent external authority, the Society may be bound to the third party while having recourse against the officer internally. Officers remain subject to personal liability under ZGB Article 55 for unlawful or unauthorized acts.

Entry into Force and Review

This Regulation takes effect immediately upon adoption. The Board reviews it annually to consider whether refinements are needed, though failure to conduct a review in any particular year does not affect the Regulation’s validity or force.