Constitution and bylaws FOR INCORPORATION

As agreed at the inaugural meeting at the XIV International Symposium an Night and Shiftwork, Wiesensteig, Germany, September 13-17, 1999 and amended at:

  • XV International Symposium on Night and Shiftwork (Hayama, Japan, September 10-13, 2001)
  • XVIII International Symposium on Night and Shiftwork (Yeppon, QLD, Australia, August 28-31, 2001)
  • Board Meeting June 21, 2023

Former name: International Society for Working Time and Health Research (ISWTHR)

1. Name, location and area of operation

1.1. Name of the society is Working Time Society.

1.2. Abbreviation is WTS.

1.3. The Society is registered at the Technical University Vienna (Favoritenstr. 9-11, Institut 187 in 1040 Wien Austria) and will be active worldwide.

1.4. English is the official language of the Society.

1.5. The Society will not support activity or research on hours of work, which seems to encourage age, gender, race, religion, sexual orientation or political discrimination.

1.6. The formation of branches is possible.

2. Aims

The purpose of the Society, which is a not-for-profit organization, aims to:

2.1. Promote research of working time and health, which includes questions about the impact of working hours, in particular on health, safety and quality of life.

2.2. Offer practical evidence as to how negative effects of working hours can be minimized and how positive effects can be maximized.

2.3. Represent scientific and professional interests of researchers in the field of working hours and health.

2.4. Create a forum for researchers in this area, in order to meet and discuss common research questions and research results. This includes the organisation of Biennial Symposia.

2.5. Disseminate knowledge on the effects of working time on health, safety, and quality of life. This includes publication and communications.

2.6. Operate a website in support of the objectives of the Society and of the Scientific Committee on Shiftwork of the International Commission on Occupational Health (ICOH).

2.7. Collaborate with the Scientific Committee on shiftwork of the International Commission on Occupational Health (ICOH) to pursue these common goals.v

3. Rules

3.1. The aims shall be achieved through non-material and material means listed in §3.2.and §3.3.

3.2. Non-material means are:

a. WTS member contributions and resources,

b. Presentations, formal and informal meetings, and discussion rounds, conferences, Workshops

c. Publications

3.3. Material means are:

a. Membership fees,

b. Revenue from meetings (e.g. scientific conferences, seminars and symposia) and publications,

c. Stakeholder sponsorships from social partners, industry, etc.

3.4. Co-opted Board of Directors members and members appointed by the President shall have voting rights.

4. Types of Membership

4.1. Members are either regular or associate members.

4.2. Regular members are those who take active part in the Society, support the Society’s aims and are:

a. Members of ICOH Scientific Committee on Shiftwork & Working Time

b. Fellows

c. Honorary Members

d. Other members that pay membership fees.

4.3. Associate Members are persons that are in the process of being approved or renewing their lapsed membership.

4.4. The Executive Board may elect members of the Society as “Fellows” in recognition of their special contributions to the Society.

4.5. The Executive Board may elect non-members of the Society who they wish to honor as “Honorary members” in recognition of their distinguished contribution to the area.

5. Acquisition of membership

5.1. Members of the Society may be individuals who are active in the field and support the aims of, and have the endorsement of a regular member of the Society.

5.2. The Executive Board or a person nominated by the Executive Board decides on the admission of regular members. Membership admission may be refused if there is a reason to fear that a membership will jeopardize the purpose of the Society. An Arbitration Tribunal may be convened to challenge the decision of the Executive Board.

5.3. Provisional admission of ordinary and supporting members is obtained through the founders of the association.

5.4. As long as the Executive Board is not elected, the founders of the Society are allowed to decide on membership and to elect board members.

5.5. Any regular member may nominate fellows and honorary members, who will be voted on by the Executive Board and announced during the next general assembly.

6. Termination of membership

6.1. Membership ends if a person dies, decides to quit the organization, or is excluded [removed].

6.2. Rescinding membership is possible at any time. The Executive Board has to be informed in writing.

6.3. The Executive Board can exclude [remove] a member if the member does not pay membership fees for two years.

6.4. The Executive Board can exclude a member if that person is in gross violation of fulfilling member duties or may jeopardize the purpose of the organization.

7. Rights and duties of members

7.1. Members can take part in all activities of the Society. All members are allowed to participate in the general assembly. Only regular members are allowed to vote and be nominated for functions within the Society.

7.2. Each member can ask the Executive Board to provide a written copy of the rules & by-laws.

7.3. Members are bound to support the Society with their best effort.

8. Entities of the Society

8.1. The entities of the Society are:

a. General Assembly (§§ 9 and 10)

b. Executive Board (§§ 11-13)

c. Auditors (§14)

d. Arbitration (§15)

9. General Assembly

9.1. The general assembly is the “members’ assembly” as defined by the Austrian association law of 2002. A regular meeting takes place at least every 3 years. Ideally, it takes place within the scope of the biennial symposia.

9.2. An extraordinary General Assembly may be held based on:

a. Decision of the Executive Board or the regular General Assembly

b. Written request by at least 20 WTS members

c. Request by the Auditors

d. Decision of the Auditors

e. Determination of a legal curator within 4 weeks

9.3. (Amendment of existing rules) Members of the Society will be given at least 28 days notice of any meeting via email sent to the email-address last known from this member. The invitation to General Assembly must include the draft agenda. A meeting of the General Assembly is called by the Executive Board, the Auditors, or an appointed curator. Invitation to the symposia implies an invitation to the General Assembly.

9.4. Request for an agenda topic of the General Assembly must be directed to the Executive Board via written notice or e-mail with a minimum of three days advance notice.

9.5. Valid decisions – except requests for an extraordinary General Assembly – can only be made to points listed on the agenda.

9.6. All members can take part in the General Assembly. All members except Associates are eligible to vote. Every member has one vote.

9.7. Twenty members with voting rights are necessary to make final decisions. If the criterion of 20 voting members present is not fulfilled, the Executive Board shall conduct a poll within 6 months including all regular members. Simple majority decides.

9.8. The President chairs the meeting, or the Secretary in the President’s absence, or the oldest member of the Executive Board by age if the Secretary is also absent.

9.9. In the General Assembly, simple majority rules. If there is a tie, the outcome is determined by the vote of the person chairing the meeting. Decisions regarding changes in the by-laws of the Society, or its dissolution, require a two-thirds majority.

10. Duties of the General Assembly

10.1. The General Assembly fulfills the following duties:

a. Hearing the report of the Executive Board, the report on financial issues and deciding whether to accept them. The auditors have to be heard on these issues before there is a vote to accept.

b. Election of the Executive Board and the Auditors.

c. Deciding on any business between Auditors and the Society

d. Releasing the Executive Board from duties

e. Decisions on membership fees, which should be kept to a minimum

f. Removal of a fellow or honorary membership

g. Decisions on changes to by-laws

h. Decisions on the dissolution of the Society

i. Discussion and decision on issues that are on the agenda of the General Assembly

10.2. The General Assembly can determine that the election of the Executive Board members and the Auditors takes place electronically.

11. Executive Board

11.1. The Executive Board consists of the following members:

a. President

b. Secretary

c. Treasurer

d. Minimum of 6 other elected members

11.2. The former President, Secretary, Treasurer are co-opted into the Executive Board for three years.

11.3. Functional period of the Executive Board is 3 years. Re-election is possible. For President, Secretary, and Treasurer direct re-election is possible only once, for Executive Board members: twice; further re-election can only take place after 3 years of regular membership.

11.4. President and Secretary need to be members of ICOH or eligible and willing to become a member of ICOH.

11.5. Executive Board is convened in writing or verbally by the President or the Secretary if the President is not available. If he/she is not available for an unforeseeable time then any Executive Board member can convene the Board.

11.6. The Executive Board is quorate if all members have been invited and at least half of them are present.

11.7. Decisions are made by majority. In case of a split vote, the chair of the meeting decides.

11.8. The President is chair of the Executive Board. If the President is not available, the Secretary is chair. If the Secretary is not available, then the oldest Executive Board member, by age, or the Executive Board member selected by simple majority of the other Executive Board members is chair. Executive Board membership terminates with death, at the end of the three year period, discharge or resignation.

11.9. The General Assembly can at any time elect new board members or a new Executive Board that immediately replaces the existing Executive Board.

11.10. Members of the Executive Board can ask to be discharged at any time. If the whole Executive Board resigns a General Assembly must be called. Resignation becomes effective when a successor has been elected or co-opted1.

11.11. The organizer of the next Symposium to be held can be co-opted into the Executive Board for the election cycle that includes the Symposium being planned. The Executive Board may coopt additional members for up to 3 consecutive years.

11.12. The Executive Board is allowed to establish committees and functions, and appoint their chair for a predetermined period of time.

11.13. The Executive Board may co-opt members into Member-at-Large roles and assign discrete, time-bound duties

a. These appointments are valid only for the duration of the special duty or the current term of the board which appointed them, whichever comes sooner.

b. These appointments carry no voting rights except as it relates to the special duty to which they are assigned.

12. Duties of the Executive Board

12.1. The Executive Board leads the Society. The Executive Board is the leading entity as defined by the Austrian association law of 2002. The Executive Board is responsible for all business that is not assigned to other entities of the Society. Specifically the Executive Board is responsible for:

a. Having the proper accounting on income and expenses and goods that belong to the Society

b. Preparing the report of the organization for the General Assembly

c. Preparing the General Assembly meeting in case of § 9.1. and § 9.2 a – c of these by-laws

d. Informing members on the activities and the reviewed financial report of the Society

e. Taking responsibility for the care of the goods owned by the Society

Footnote 1 The resignation of the whole board only takes effect with successors. Otherwise it would be unclear who is allowed to make decisions (e.g., paying a bill) for the society.

13. Duties of specific Executive Board members

13.1. The President is in charge of running the Society. The Secretary supports the President in this task.

13.2. The President represents the Society externally. Written documents of the Society are made official by the signatures of the President and Secretary, Secretary and Treasurer, or President and Treasurer.

13.3. Business dealings between members of the Executive Board and the Society have to be approved by another member of the Executive Board and be reported in the General Assembly.

13.4. In case of an emergency, the President is allowed to act alone on business normally under the purview of the General Assembly or the Executive Board – being personally responsible for all decisions made – such actions require the post-hoc approval of the respective entity.

13.5. The Secretary prepares the minutes of the General Assembly and Executive Board meetings.

13.6. The Treasurer shall keep proper accounts of the finances of the Society.

13.7. If the President, Secretary or Treasurer are unavailable to conduct the business of the Society:

a. The Secretary replaces the President

b. The Board has the authority to appoint a vice Secretary and a vice Treasurer.

14. Auditors

14.1. Two Auditors are elected from the General Assembly for a three-year term. Re-election is possible. Auditors must not belong to any entity of the Society subject to the auditing process, except the General Assembly.

14.2. Auditors control and check the business and finances of the Society, according to the rules of business and the use of finances as defined in the by-laws. The Executive Board must provide the necessary documents and information. The Auditors report their findings to the Executive Board.

14.3. Business between Auditors and the Society must be approved by the General Assembly.

Footnote 2 Two persons have to be elected by the General Assembly to check proper finances and to provide access to everything. They must to report to the General Assembly.

15. Arbitration Panel

15.1. Conflicts arising from the Society’s business are to be mediated by the Society’s arbitration panel. The Society’s arbitration panel3 is an entity as defined by the Austrian association law of 2002 and not an arbitration panel per §§ 577 ff ZPO (Austrian legislature).

15.2. The arbitration panel consists of three regular Society members. Any arguing party may nominate one member of the arbitration panel by informing the Executive Board. The Executive Board, within 7 days, then invites the other arguing party to nominate another member of the arbitration panel within 14 days. After agreement of the Executive Board these two elected members of the arbitration panel then elect a third member as chair person of the arbitration panel within 7 days. If they cannot agree, the third member will be selected from their suggestions by lottery. The members of the arbitration panel must not belong to any party to the disagreement – with the exception of the General Assembly.

15.3. The arbitration panel decides with simple majority after hearing both arguing parties with all panel members being present. The decisions are binding within the Society.

16. Voluntary dissolution of the Society

16.1. Dissolution can only be decided by the General Assembly and only with a 2/3 majority.

16.2. The General Assembly also decides about the clearance of the Society in case the Society holds capital. If the Society holds funds, the General Assembly must appoint a liquidator to decide where to delegate the funds remaining from the clearance process. If possible and permitted, the remaining funds shall be transferred to an organization with aims comparable to WTS, otherwise it should be transferred to charity.

16.3. Definition of an arbitration panel comprising three members of the Society is recommended for societies in Austria to minimize costs of legal processes.