the ethical move

Statutes of The Ethical Move.

Preamble

The Ethical Move and its members are committed to researching, teaching and promoting ethical marketing and sales, including advertising, with all the means at their disposal.

§ 1 Name, registered office, financial year

  1. The association is called The Ethical Move (TEM). It is registered with the Swedish Tax Office under the name “The Ethical Move”.
  2. The association’s registered office is Lundmarksgatan 31, 57831 Aneby, Jönköping, Sweden.
  3. Year of activity and fiscal year is the calendar year.

§ 2 Purpose

  1. The purpose of The Ethical Move is to research, teach and promote ethical marketing and sales by fostering a global, interdisciplinary community, producing educational as well as creative, advertising and promotional content.
  2. This purpose is achieved in particular by:
    1. Maintaining a competence network for ethical marketing and sales
    2. Supporting non-profit associations and for-profit businesses with research, consulting, training and the production of marketing and sales materials,
    3. The development and implementation of communication and information tools and measures, such as
      1. exhibitions
      2. films
      3. illustrations
      4. photography
      5. text
      6. publications
      7. design projects
      8. prototypes
      9. workshops
      10. conferences
      11. symposiums
      12. events dedicated to training, information, lectures and discussion
      13. online media
      14. artistic/creative works of any kind and in all areas of design.
  3. The association pursues exclusively and directly charitable purposes in the sense of the 4 conditions named by the Swedish tax office.

§ 3 Non-profit status/use of funds

  1. The association works selflessly; it does not primarily pursue its own economic purposes.
  2. The association’s funds may only be used for the association’s statutory purposes.
  3. Members do not receive any payments from the association’s funds, except for reimbursements of reasonable expenses.
  4. No one is allowed to incur expenses that are alien to the purpose of the association. No one may be favoured by disproportionately high compensation.

§ 4 Membership

  1. Association members may be natural or legal persons.
  2. Everyone is free to join by sending an email or letter to the board or by completing the association’s online membership form. Members commit themselves to following the Pledge and Code of Conduct of The Ethical Move.
  3. The association distinguishes between the following memberships:
    1. Full members (entitled to vote)
    2. Supporting members (not entitled to vote)
    3. Honorary members (not entitled to vote)

§ 5 Termination of membership

  1. Membership ends through resignation, expulsion, death or dissolution of the legal entity.
  2. Resignation takes place through a written declaration to the board. The written declaration of withdrawal must be declared to the board with one month’s notice at the end of each financial year.
  3. A member can be excluded from the association at any time with immediate effect if
    1. they behave in a way that is detrimental to the association
    2. harm the association’s interests
    3. grossly contravene the association’s Code of Conduct or if
    4. they have not kept up their membership fee payments for at least one year.
  4. The expulsion is decided by the board of directors and communicated to the member concerned in writing.

§ 6 Membership fees

  1. The association has the option of collecting membership fees.
  2. Honorary members are exempt from membership fees.
  3. Details and amount of any membership fees are determined by the fee schedule.
  4. The general meeting decides details of the fee schedule.

§ 7 Decision-making bodies

The association’s decision-making bodies are:

  • The general meeting
  • The board

§ 8 General meeting

  1. The general meeting is the highest body of the association. Its tasks include in particular:
    1. Electing and removing the board
    2. Granting discharge to the board
    3. Receiving and approving the reports of the board
    4. Determining membership fees and their due date
    5. Deciding on the amendment of the statutes
    6. Deciding whether to dissolve the association
    7. As well as other tasks insofar as these arise from the statutes or the law.
  2. General meetings take place at least once a year.
  3. The general meeting can be held as a remote meeting using electronic communication tools such as telephone or video conferencing or in a hybrid meeting with some members attending in person and other members taking part via video conference/other media/telephone.
  4. The board decides whether the general meeting takes place in person, remotely or as a hybrid event with some members attending in person and other members taking part via video conference/other media/telephone.
  5. The board is required to call an extraordinary general meeting if at least a fifth of the members demand one in writing, stating their reasons for demanding the extraordinary general meeting.
  6. The board calls the general meeting in writing with a notice period of two weeks, stating the agenda. The notice period begins on the day after the invitation is sent.
  7. The invitation is considered received by the members if it was sent to the last email or physical address known to the association.
  8. The board of directors is entitled to reducing the notice period to less than two weeks.
  9. If a member sends a written request to add items to the meeting agenda at least one week before the scheduled date, the agenda must be amended accordingly. The additional agenda items must be declared at the beginning of the general meeting.
  10. Motions for the removal of the board, for the amendment of the statutes and for the dissolution of the association which have not already been communicated to the members as part of the invitation to the general meeting can only be decided at the next general meeting.
  11. The general meeting does not require a minimum number or quota of members to be able to make decisions.
  12. The general meeting is chaired by a member of the board.
  13. A secretary must be elected at the beginning of the general meeting.
  14. Only the full members present are entitled to vote with one vote each, provided that they have paid their membership fee for the current year by the beginning of the general meeting.
  15. Voting will be done by show of hands.
  16. Voting is decided by a simple majority of the votes cast. If there is a tie, the motion is deemed rejected. Abstentions are counted and recorded.
  17. All members (full members, supporting members, honorary members) are entitled to participating in the general meeting. Non-members can be admitted if the board has invited them in writing.
  18. Amendments to the statutes and the dissolution of the association can only be made with a majority of ⅔ of the members present.
  19. Minutes of the general meeting must be drawn up and signed by the meeting’s chair and the secretary. These minutes must include details of all resolutions and the respective voting results.

§ 9 Board and board of directors

  1. The board consists of:
    1. the 1st Chairperson
    2. the 2nd Chairperson
    3. up to two auditors.
    4. The board may also include a Treasurer, a Secretary and up to four additional board members.
  2. An uneven number of board members is to be preferred.
  3. Board members and auditors are appointed by the general meeting for a period of 12 months by a simple majority vote.
  4. They remain in office until the next board is elected. Re-election is permitted.
  5. All full members are eligible for election.
  6. The board of directors is comprised of the 1st chairperson and the 2nd chairperson. Both are entitled to act as sole representatives of the association in and out of court.
  7. Only members of the association may join the board. Termination of the membership in the association also ends any offices held as a board member.
  8. The board manages the association’s business, including in particular:
    1. Management of day-to-day business
    2. Preparation and calling of the general meeting
    3. Execution of resolutions of the general meeting
    4. Management of the association’ assets
    5. Bookkeeping and preparation of the annual report
    6. Membership administration
    7. Expulsion of members
    8. Appointment and dismissal of honorary members
    9. Appointment of a managing director who will take over the management of the association’s business on their behalf.
  9. The board decides with a simple majority of votes.
  10. The board is able to decide if at least two members are present.
  11. The board may also make decisions in asychronous written procedures, by telephone, by email, in a video conference or in a hybrid session of in-person attendance and video conference/other media/telephone if no member of the board objects to this procedure.
  12. Members of the board may not take part in consultation and decision-making on such matters that affect their personal interest. In the event of a tie, the first chairperson’s vote decides.
  13. In the event of a long-term absence or early resignation of the 1st or 2nd chairperson or an auditor, the board shall elect a provisional chairperson or auditor until the next general meeting.
  14. Decisions of the Board of Directors are recorded in meeting minutes (or minutes of results in the case of asynchronous procedures) and signed by at least two board members.

§ 10 Dissolution of the association/accrual of assets

  1. If the association is dissolved or if tax-privileged purposes cease to exist, the association’s assets shall pass to one or several non-profit associations dedicated to consumer protection, social or environmental justice, which may only use it for charitable purposes.
  2. The general meeting shall determine the recipients of assets by a simple majority vote.

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