Article I



Section 1. Name. The name of the organisation shall be “WORLD ORGANISATION FOR GENERAL SYSTEMS AND CYBERNETICS” called in the following WOGSC.


Section 2. Registered Office and Agent. The principal registered office of the WOGSC shall be located in Blackburn, Lancashire, England, until otherwise established and ordered by the Council. The registered agent at such registered office shall be the Director-General of the Council and the business of the WOGSC shall be carried on in such office and at such other office and at such other places as the Council may from time to time determine.


Section 3. Fiscal Year. The fiscal year of the Council shall be such 12 month period as may be established by resolution of the Council.


Article II


Title, Objectives and Purposes

The objectives and purposes for which this Council is organised and specified in its Charter.


Article III


Membership of the Council

The membership of the Organisation shall consist of societies, groups or other organisations of responsible persons actively or passively interested in the science and technology of General Systems and Cybernetics. The membership is voluntary but must be confirmed in a Council Meeting demonstrating a quorum. The only criterion for admission to membership in the WOGSC is the assurance that the petitioning society or organisation does not serve any other purpose than scientific or educational advancement in the field of General Systems and Cybernetics or in closely related fields.


If the membership of a petitioning society is refused on the grounds that insufficient information is provided for a decision then said petitioner may submit a new request after one year.


Article IV


Section 1. Number, Powers and Qualifications. The affairs, business and policies of the WOGSC shall be managed and directed by the members of a Council who shall serve as representatives of the WOGSC and shall not represent the member societies singular interests to which they belong.


The initial Council shall consist of a maximum 50 and minimum of 20 persons, 5 of whom shall form the Executive Committee.


The number of members of the Council may be increased or decreased, from time to time, by resolution of the assembly, but no decrease shall have the effect of shortening the term of an incumbent member.


Section 2. Terms of Office. The Charter members of the Council have a term of office of three (3) years. The election of future members shall be on the basis of maintaining the number mentioned in Section 1. However, in order to maintain continuity of management, after two years the Council members must declare their availability for a new term or resign in order to give newly elected Council members the opportunity to work with the Council for a year before the new elections. No member shall serve more than five consecutive terms.


Section 3. Meetings. The Council shall meet once a year. Meetings may be called at the discretion of the Director-General, by written notice, not less than three weeks before the date of the proposed meeting. Council members can respond to distinct questions and can make comments and suggestions in writing. These notices from the Council members must be read in full during the meeting.


Section 4. Quorum and Voting. One third of the membership and one third of the Council constitutes a quorum for the transaction of business. Each member of the Council and each representative of the member societies or organisations are entitled to one (1) vote. Voting by written proxy is authorised.


Section 5. Vacancies. Any vacancy occurring in the Council shall be filled by a successor to serve the unexpired portion of the previous incumbent. Selection of a successor shall be in the same manner as described above.


Section 6. Compensation. Council members as such shall not receive any stated compensation for their services, but by resolution of the Council may be reimbursed for their expenses incurred in attending the meetings of the Council or in performing official functions of the Council.


Article V



Section 1. Executive Committee. The Executive Committee shall consist of five members appointed by the Council for the transaction of all business entrusted to it by the Council.


Section 2. Committees. Committees may be appointed by the Council for any purpose of dealing with specific problems and handling particular programs of the Council. Persons who are not members of the Council may be appointed to serve on committees. By resolution of the Council, such persons may be reimbursed for attending committee meetings.


Section 3. Quorum. In case of quorum the Council of the assembly of the members decideon the questions by majority vote.


Article VI



Section 1. Number and Authority. The officers of the Council are incorporated into the Executive Committee, the structure of which may be altered by the Council.


Section 2. Elections.  Officers and Council members may be elected at any meeting of the Council and the Assembly.


Section 3. Duties. The duties of the officers shall be such as usually apply to such officers and, in addition thereto, such further duties as may be designated from time to time by the Council.


Section 4. Director-General. The Council may also elect a Director-General who shall serve as the administrative officer of the Council. He shall be a member of the Council. He shall submit a statement of financial affairs at each triennial Congress for its approval.


Article VII


Special Acts

Section 1. Contracts. The Council may authorise any officer or officers, agent or agents of the Council, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Council and such authority may be general or confined to specific instances.


Section 2. Checks, Drafts, etc. All checks, drafts or other orders for the payments of money, notes or other evidence of indebtedness issued in the name of the Council shall be signed by the Director-General.


Section 3. Deposits. All funds of the WOGSC shall be deposited to the credit of the WOGSC in such banks, trust companies or other depositories as the Executive Committee may select.


Article VIII



These By-Laws may be altered, amended or repealed and new By-Laws may be adopted at any meeting by two-thirds of the Council members in office, provided that at least 30 days written notice is given of the intention to alter, amend or repeal or to adopt new By-Laws at such meeting.