English version. Not official translation. Official version: Dutch.
STATUTES of EFA
The European Free Alliance
Non-Profit Organisation
Official address Woeringenstraat 19, 1000 Brussels
Organisation number 866016691
Changing of statutes
From the Minutes of the meeting of the General Assembly in Rennes of the 27th and 28th of May 2005, after deliberation the General Assembly decided the following with unanimity:
The General Assembly decides to change the statutes of the organisation resulting in the following co-ordinated text of the statutes that deletes and replaces every earlier version that was tabled and published.
Name, registered office, purpose, and duration
Article 1 The organisation, called European Free Alliance, is a Federation of political parties on the European level. The name European Free Alliance should always be preceded or followed by 'non-profit organisation' or the abbreviation.
Article 2 The association’s registered office shall be established in the Brussels conurbation.
For information purposes, and without any statutory implication, the full address shall be Woeringenstraat 19, 1000 Brussels.
The board of directors shall be authorised to change the address of the registered office within the boundaries of that conurbation.
The board of directors shall also decide on the setting up of offices and branches.
Article 3 The organisation decides on the common programme with the following goals and references:
- European unity and the creation of a European union of free peoples based on the principle of subsidiarity who believe in solidarity with each other and other peoples of the world;
- the defense of human rights and the rights of peoples, in particular the right to self-determination;
- protection of the environment and sustainable development;
- the creation of a fair society based on solidarity, with policies which favor progress, social cohesion and equal opportunities for all citizens;
-acceptance of the principles of the parliamentary democracy;
-strive for and promote more close and continuing co-operation between her members with the realisation of her goals as the main focus;
-taking an active part in the promotion of a free and pluralistic democracy;
-promoting the European integration based on the diversity of peoples, cultures, languages and regions;
-integrating all the these goals in a coherent and common political programme
It shall be authorized to take all the necessary actions, directly or indirectly and necessary or needed, to promote and achieve the higher stated goals.
Article 4 The association shall be set up for an unlimited period. It may be dissolved at any time by decision of the general meeting or by decision of the court which has jurisdiction.
Membership
Article 5 The association shall be composed of full members, observer members, individual members and honorary members.
(a) Full membership:
Full membership can be granted to political parties who subscribe the programme and under the condition that they are politically active on state level or on regional level; or under the condition that they have elected members on the European level or state level; or that they have elected members in the organs of the state, region, or local councils. If a candidate member is a party or a body with legal personality the request for membership should mention the name of a person who will be the representative of his organisation in the General Assembly. Only after having had the statute of Observer member for one year, full membership can be granted.
Membership may be requested by political parties which:- accept the EFA political programme;
- are structured;
- are politically active on the territory of their nation;
- have elected members of European and/or state and/or national or regional and/or local assemblies;
- issue publications (at least an internal information bulletin).
(b)Observer membership:
Political parties wishing to be accepted as full members must have previously been accepted as observer members. They must follow the indications of the precedent paragraph. Only after having had the statute of observer member for one year, full membership can be granted
(c) Individual membership:
Individuals may be exceptionally accepted by the General Assembly after a proposal made by the Bureau. They will have the status of individual member. This decision must be taken by a majority vote of the full members. The individual member must be an elected representative of a party that is not member of the EFA. They will be considered as individual members for the duration of the period of their mandate. No contribution is payable by individual members. Under specific circumstances to be agreed by the General Assembly, other individual members can be accepted.
(d) Honorary membership:
The General Assembly may accept honorary members after a proposal made by the Bureau and after consultation with the concerned parties. This decision must be taken by a majority vote of the full members. Honorary members may be former EFA Members of the European Parliament or important persons in the history of EFA. Honorary member can only be accepted if they are no longer elected or working for EFA as a staff. No contribution is payable by honorary members
Article 6 The number of members shall be unlimited but must not be fewer than three.
Any natural or legal person proposed by the board of directors may join the association as member.
Candidates for membership must apply in writing to the board of directors and confirm their agreement with the purpose and statutes in writing. Acceptance of the statutes shall include acceptance of the budgetary regulations.
The general meeting has sovereign power to decide on any application for membership proposed by the board of directors. It need not give reasons for accepting or rejecting applications.
By joining the association all members unconditionally agree to comply with the statutes and rules of the association and the decisions of its bodies, and to this end undertake not to damage the interests of the association.
Only Political Parties alone shall be entitled to full membership, including the right to vote at the general meeting. The other members shall have only the right to attend the general meeting.
Any member of the association may consult the list of members at the association’s registered office, as also the minutes and decisions of the general meeting, the board of directors and any persons, whether directors or not, performing duties for the association or on its account, and any accounting documents under the procedures laid down by law.
Third parties with an evident serious concern may request extracts, which shall be signed by the chairman of the board of directors and the secretary or a director and shall accordingly be brought to the attention of the persons concerned by letter from the board of directors.
Article 7 The annual subscription payable by full members and observer members may not exceed 10000€ (ten thousand Euros). The amount of the subscription shall be determined each year by the general meeting. The subscription shall be due for payment between the first of January and until the date of the General Assembly of each year.
Article 8 Within one month of announcement of the statutes, a list must be deposited with the registry of the civil court for the place where the association is established, recording the surnames, forenames, place of residence and nationality of all the full members of the association in alphabetical order.
The list shall be updated every year by recording membership changes by name in alphabetical order. Anyone may inspect such lists free of charge.
Resignation, exclusion, suspension
Article 9 Any member, whatever their identity, may at any time resign from the association. Their resignation must be notified to the board of directors by registered letter.
Any member, whatever their identity, who one month after receiving due warning in writing still fails to fulfil their financial and/or administrative obligations to the association shall be deemed to have resigned.
The exclusion of a member may be declared only by the general meeting by a majority of two-thirds of the voting members present or represented. Any decision to exclude a member shall be a sovereign decision and need not give reasons.
Article 10 Resigning, suspended or excluded members and their successors or rightful claimants shall have no entitlement to the assets of the association.
They may not claim restitution or reimbursement of subscriptions paid or payments made.
They may not demand or claim a report, statement of accounts, sealing or inventory.
GENERAL ASSEMBLY
Article 11 The General Assembly is the highest organ of the organisation. It decides on the political and financial policy of the non-profit organisation. The General Assembly of the European Free Alliance asbl/vzw establishes the political programme of the party. It can always take all the necessary decisions in order to realise the goals of the organisation. The General Assembly can adopt an internal regulation for the organisation. This regulation can specifically mention the possibilities creating supplementary organs, their capacities and way of functioning within the framework of the legal prerogatives and the prerogatives of the General Assembly as foreseen in these statutes.
The general assembly shall be composed of all the full members. They alone have the right to vote. The observer members are invited to the general meeting.
If they so wish individual and honorary members may also be present but shall have only a consultative vote.
Its decisions shall be binding on all the members and on members who are absent, abstain or vote against.
Article 12 The general assembly shall be the supreme body of the association. It has powers assigned to it expressly by the law or by these statutes.
It shall be exclusively authorised:
1. to amend the statutes;
2. to appoint and dismiss directors;
3. to appoint and dismiss auditors and determine their remuneration if they are paid;
4. to give a discharge to directors and auditors;
5. to approve budgets and accounts;
6. to dissolve the association;
7. to accept and/or exclude members;
9. to appoint liquidators, define their authority and the method of liquidation;
10. to determine the annual subscription of members, who form part of the general meeting of the association;
11. to deal with any other matter reserved to it by law and/or these statutes.
12. the adoption of the political programme
Article 13 The general assembly shall be convened as the purpose or interest of the association so requires.
It must be convened at least once a year to approve the previous year’s accounts, give a discharge to the directors and auditors and approve the budgets for the following year, at a place and time chosen by the board of directors but before 30 June of the year concerned.
The Bureau may at any time call an extraordinary general meeting. The meeting must be convened by the board of directors if requested by a minimum of one-fifth of the members of the general meeting, as defined under Article 14 of the statutes, and must take place within one month of such a request being submitted to the board of directors.
All members of the general meeting must be invited to attend.
Article 14 The general assembly shall be convened by the Bureau by ordinary letter or electronic mail, signed by the chairman and/or the secretary on behalf of the Bureau, forwarded to each member of the general meeting at least eight days before the meeting.
The agenda, drawn up by the Bureau, shall be announced in the letter convening the meeting, which also announces the place, date and time of the meeting.
Any proposal signed by one-twentieth of the members of the general assembly, as shown by the most recent list of members registered and deposited with the district commercial court, must be placed on the agenda.
Save in the cases provided for in Articles 8, 12 and 20 of the Law of 27 June 1921, the meeting may legitimately consider items not announced on the agenda, provided that all members of the general meeting are present and/or represented and so agree at the meeting by a simple majority vote.
Article 15 All members of the general assembly shall be entitled to attend the meeting. They may be represented by proxies, who must themselves be members of the general assembly and have authorisation in writing.
A member of the general assembly may represent only one other member.
Article 16 The general assembly shall be chaired by the chairman of the Bureau or in the chairman’s absence by the vice-chairman or, if neither is able to attend, by the oldest director present, unless decided otherwise by the Bureau.
They may form a bureau comprising the chairman, secretary and two persons who are members of the general meeting and are responsible for collecting and counting the votes.
Article 17 The general assembly may validly decide to dissolve the association or amend the statutes only in accordance with the provisions of Articles 8 and 20 of the Law of 27 June 1921.
Article 18
1. In the general assembly all members shall have an equal voting right: each full member shall have one vote.
Decisions shall be taken by simple majority of the votes present and represented unless otherwise provided for by law or in these statutes.
Its decisions shall be equally binding on members who are absent, abstain or vote against.
In the event of a tie, the chairman or the director substituting for him shall have the casting vote.
Any vote concerning persons shall be by secret ballot.
2. The general assembly may validly decide only if a majority of its members are present or represented.
It may decide to amend the statutes only if the amendment is announced when the meeting is convened and if two-thirds of the members entitled to vote are present or represented.
If this number is not attained a second meeting may be convened which may take a valid decision irrespective of the number of members present and represented. The second meeting may not be held within 15 days following the first meeting.
The general assembly may decide to amend the purpose of the association or dissolve it only by a majority of four-fifths of the votes present or represented.
3. For conversion into an association with a social purpose the attendance requirements for amending the statutes must be fulfilled and the decision taken by the majority required to amend the purpose of the association.
Article 19 A record shall be taken of every meeting in the form of minutes, signed by the secretary and entered in a register specially designated for the purpose.
The register shall be kept at the registered office, where it may be inspected by any member but may not be removed.
Extracts shall be signed by the secretary or a director.
Any amendment of the statutes must be deposited with the registry of the commercial court and published in the Annex to the Belgian State Gazette.
This shall also apply to the appointment, resignation or dismissal of a director.
BUREAU
Article 20 The association shall be managed by a Bureau composed of at least three members of the bureau appointed for a period of three years who may be dismissed by the association at any time. The members of the bureau must be member of a full member of the association.
The members of the bureau shall act collectively. The number of member of the bureau must at all times be fewer than the number of members of the association forming the general assembly.
The duration of the term for which the members of the bureau are elected shall be determined by the general assembly. In addition, a directorship shall be terminated by death, resignation or dismissal.
Outgoing members of the bureau may be re-elected.
Except as otherwise decided by the general assembly and without prejudice to the reimbursement of any expenses incurred, the members of the bureau shall serve free of charge.
If, due to death, resignation, the expiry of terms or dismissal, the number of members of the bureau has fallen below the statutory minimum, the general assembly shall at its next meeting appoint a new member of the bureau, whose term shall expire at the end of the term which was to have been served by the member of the bureau whom he replaces.
Serving members of the bureau shall remain in office until provision has been made for their replacement.
Every appointment, resignation or dismissal shall be published in the Annex to the Belgian State Gazette.
Article 21 The candidacies for the appointment of new members of the bureau shall be submitted to the Bureau in writing, stating reasons.
The proposals must be submitted at least one month before the general assembly at which the new members of the bureau are to be appointed.
Article 22 The Bureau shall elect a chairman, a secretary and a treasurer from among its own members.
The chairman shall chair the meeting. If the chairman is unable to attend the meeting his duties shall be undertaken by the vice-chairman and otherwise by the oldest of the members of the bureau present, without prejudice to any decision to the contrary taken by the Bureau.
Article 23 The Bureau shall be convened by the chairman and/or the secretary. It may take decisions only if a majority of the members are present.
Except in the event of urgent necessity, which must be justified and confirmed by the Bureau in the minutes, these meetings shall be convened by ordinary letter or e-mail, at least eight days before the meeting.
The agenda for each meeting of the Bureau shall be announced, at the latest, at the meeting.
If two members of the bureau so request, the meeting must be held within two weeks of their written request. If the meeting has not been convened in time, the members of the bureau who have requested its convening shall have the right to convene the Bureau themselves.
Any member of the bureau may authorise another member of the bureau in writing to represent him at a meeting of the Bureau; nobody may act as a proxy for more than one person.
The members of the bureau shall act collectively; the Bureau may take a valid decision only if at least half the members of the bureau are present. If this quorum is not attained, a fresh Bureau meeting may be convened with the same agenda, at which matters shall be validly considered and decided upon if at least two members of the bureau are present or represented.
Decisions shall be taken by a simple majority of the votes. In the event of a tie, the chairman or the person substituting for him shall have a casting vote.
Decisions of the Bureau shall be equally binding on members who are absent, abstain or vote against.
Any vote concerning persons shall be by secret ballot.
A record shall be taken of every meeting in the form of minutes, signed by the secretary and entered in a register specially designated for the purpose. Any extracts that must be provided and any other documents shall be signed by the secretary or a member of the bureau.
Article 24 The Bureau shall manage the business of the association and represent it in all judicial and non-judicial transactions. The Bureau is in charge of the administrative management of the organisation. The Bureau also defines the political policy and the activities of the organisation on a day to day basis. This can only be done within the political framework decided by the General Assembly.
It shall enjoy the fullest powers to manage and administer the association and shall be empowered to act in all matters which neither the law nor these statutes explicitly reserve for the general assembly.
The Bureau may also perform acts of disposal, including inter alia the alienation, even for no consideration, of moveable and immoveable property, mortgaging, borrowing and lending, any commercial and banking transactions and the redemption of mortgages.
The Bureau shall also be responsible for executing the decisions of the general assembly.
Article 25 The Bureau, represented for the purpose by its chairman or by the person substituting for him as indicated below, shall act on behalf of the association as a plaintiff and as a defendant.
Article 26 In respect of third parties the association, without prejudice to special delegation of powers by the Bureau certified by signature as indicated below, shall be legally bound only by either the signature of the chairman or the joint signatures of two members of the bureau, who need not produce any evidence of their powers for the benefit of third parties.
Article 27 For the purposes of certain actions and duties or everyday management functions, the Bureau may transfer its powers to an executive, one or more member of the bureau or even another person, who may or may not be a member of the association.
The Bureau may, by simple decision, delegate the power to represent the association at law or otherwise to one or more persons, who may or may not be directors and who shall if appropriate act jointly.
The powers of the said person(s) shall be defined precisely by the Bureau, which shall also determine the salary or remuneration payable and the term of office; the Bureau may at any time revoke these powers with immediate effect. Every four years an evaluation of the work of the said person(s) shall be done.
If the work of the executive is entrusted to more than one person, the association shall be validly represented in all its executive actions by a single person responsible for the work of the executive, who need not produce any evidence of a prior decision among them.
Only special and limited powers for certain legal transactions or for a series thereof shall be permitted. Those to whom these powers are entrusted shall bind the association within the limits of the powers entrusted to them, without prejudice to the responsibility of the members of the bureau in the event of excessive delegation of powers.
Article 28 Without prejudice to special delegation by the Bureau, actions which bind the association, other than the actions of the executive, shall be performed either by signature of the chairman or by the joint signatures of two members of the bureau, who need not produce any evidence of their powers for the benefit of third parties.
Article 29 Neither the members of the bureau nor the persons to whom the work of the executive has been entrusted shall incur any personal obligations by virtue of their post; their liability shall be limited to the performance of their duties.
Article 30 The treasurer, and in his absence the chairman, shall be empowered to accept, either provisionally or definitively, the gifts made to the association and to complete all formalities necessary in order to acquire them.
INTERNAL RULES
Article 31 The general assembly may, on the proposal of the Bureau or otherwise, adopt internal rules.
Amendments to the internal rules may be drafted by the Bureau but must be submitted for approval to the general assembly, which shall decide by a simple majority of the members present or represented.
Without contradicting the binding provisions of the law or of the statutes, these internal rules may comprise any measures in connection with the application of the statutes and the regulation of social matters in general, and they may impose on the members, whatever their identity, or their successors in title, anything which is deemed to be in the interests of the association.
BUDGET AND ACCOUNTS
Article 32 The financial year of the association shall run from 1 January to 31 December of the same year.
Article 33 At the end of each financial year, the Bureau shall adopt the annual accounts for the past financial year and the budget for the next year in the manner provided for by law and shall then submit them annually for approval by the general assembly.
After approval of the annual accounts and the budget, the general assembly shall vote separately on granting discharge to the members of the bureau and, if appropriate, the auditor(s) if any have been appointed.
At least eight days before the annual general assembly, the accounts and budget shall be communicated to the members of the general assembly, who may then ask to inspect, without removal, any of the documents on which these accounts and budgets are based.
A surplus shall be added to the assets of the association and may not under any circumstances be paid to the members as a dividend or in any other way.
The Bureau shall ensure that the annual accounts and the other documents referred to in the Law on Not-for-profit Associations are deposited within thirty (30) days of approval at the Registry of the Court of First Instance or, if the law so requires, the National Bank of Belgium.
Article 34 If, pursuant to the provisions applicable to it, the association is so required, auditing of the financial condition, annual accounts and their regularity from the point of view of the Law on Not-for-profit Associations and the status of transactions to be reflected in the annual accounts shall be entrusted to one or more auditors appointed by the general assembly from among the members of the Institute of Company Auditors.
The general assembly shall determine the number of auditors and their remuneration. The auditors shall be appointed for a renewable term of three years.
The auditors shall jointly or severally have an unlimited right to scrutinise any transactions of the association. They may inspect on the premises the books, correspondence, minutes and generally any documents of the association.
DISSOLUTION AND LIQUIDATION
Article 35 The association shall not be dissolved by the death or termination of membership of a member, provided that the number of active members does not in consequence total less than three.
Except in the event of judicial dissolution and automatic dissolution due to the requirements of the law, the association may be prematurely dissolved only by a decision of the general assembly acting in accordance with Article 20 of the Law on Not-for-profit Associations.
In the event of dissolution by the general assembly or, where appropriate, by the court, one or more liquidators shall be appointed and their powers and the liquidation conditions shall be determined.
In the event of dissolution, the assets, after payment of the debts, shall be transferred to one or more associations, foundations, institutes or institutions, whatever their identity, as determined by the general assembly.
The decision of the court, the general assembly or the liquidators concerning the dissolution or invalidity of the association, the liquidation conditions, the appointment and termination of duties of the liquidators, the completion of the liquidation and the determination of the assets shall be deposited at the Registry of the commercial court.
GENERAL PROVISION
Article 36 All matters not expressly provided for or regulated in these statutes shall be governed by the Act of 27 June 1921 or legislation replacing that Act after the foundation of the association, general legislation, the internal rules and relevant practice.
