PDF 2012 Statute of the association
The FFPE-EUROCONTROL is a non-profit association. It is governed by statutes that are registered with the Commercial Court of its headquarters and then published in the Moniteur belge.
Approved by the Extraordinary General Meeting of 30 September 1999. Amended by the Extraordinary General Meetings of 8 and 22 June 2001 and by the Extraordinary General Meetings of 7 June 2004 and 26 October 2009
NAME-PURPOSE – REGISTERED OFFICE – DURATION
Article 1: Vocabulary used
A non-profit Association is hereby founded under the name “FFPE-EUROCONTROL”. The Law of 27 June 1921 or any legislation amending this Law, and the Rules of Procedure, shall be applicable as regards everything not expressly governed by these Rules.
Article 2: Corporate name
The Association shall be non-profit-making.
The Association’s aim shall be to defend, as a professional body above sectarian or political considerations, the rights, interests and employment conditions of staff covered by the Staff Regulations governing officials of the EUROCONTROL Agency or the General Conditions of Employment or any similar provisions enacted by the EUROCONTROL Organisation, and any employees of the said Organisation regardless of the legal status of their employment contract.
In order to achieve its aims, the Association shall inter aliabe authorised to:
– present and support candidates at Staff Committee elections,
– negotiate agreements with the authorities of the EUROCONTROL Organisation,
– create or approve Local Sections whose aims and operating conditions shall conform to the present Rules,
– create a solidarity fund,
– assist (including financially) its members or their dependants in connection with any claims and complaints they wish to lodge against the EUROCONTROL Organisation and assist them in any other proceedings before national courts, subject to the approval of the Council,
– provide legal assistance to its members and their dependants,
– organise meetings, symposiums and conferences,
– carry out and/or support any projects relating to the Association’s aims,
– produce and circulate publications,
– conclude any agreements with other organisations, associations and natural persons or corporate bodies which might help to achieve its aims,
– take any action relating directly or indirectly to its aims.
Article 3: Registered office
The Association’s registered office shall be established at 1 rue du Noir Bœuf, 7800 Ath.
The Association shall fall within the Tournai judicial district.
Article 4: Duration
The Association shall be set up for an indefinite period.
MEMBERSHIP (ADMISSION, EXCLUSION, OBLIGATIONS)
Article 5: Members
The Association shall comprise full members and affiliated members. The Association shall have at least five full members. Membership with full rights shall be restricted to full members, who shall be entitled inter alia to:
– participate in ordinary and extraordinary general meetings;
– amend the Rules;
– appoint and dismiss the Council Members;
– approve the accounts;
– adopt the budget;
– grant discharge to the Council Members;
– stand as Council Members;
– decide on the level of annual subscription;
– approve the broad policy lines to be followed by the Association.
The sole rights and obligations of affiliated members shall be those laid down herein.
Affiliated members shall thus be entitled to:
– participate in ordinary and extraordinary general meetings;
– amend the Rules;
– appoint and dismiss the Council Members;
– stand as Council Members, provided they agree to become full members at the time of their appointment;
– decide on the level of annual subscription;
– approve the broad policy lines to be followed by the Association.
Article 5a: Admission
All natural persons who are accepted as full members by the Council or who, as affiliated members, are elected as Council Members may become full members of the Association. All natural persons who are accepted as affiliated members by the Council may become full members of the Association. Applications for full or affiliated membership must be made in writing to the Council, which shall take a decision no later than three months after receipt thereof, and shall inform applicants of that decision in writing. The decision shall be taken by the Council alone, and shall not require to be reasoned.
Article 6: Resignation
Members shall be free to resign from the Association at any time by sending a letter of resignation to the Council. Resignations shall take effect on the day following arrival of the letter at the Association’s registered office. Any member who has not paid his/her subscription within one month of the reminder sent by registered mail shall be deemed to have resigned.
Article 7: Expulsion
A member may be expelled solely by decision of the General Meeting with a 2/3 majority of members present or represented, and after the defence of the member concerned has been heard. Pending a decision by the General Meeting, the Council may suspend any Members guilty of serious breaches of the laws in force, the Rules or the Rules of Procedure.
Article 8: Law governing assets
Members who resign or are expelled (and their heirs or dependants) shall have no claim on the Association’s assets and may not claim reimbursement of subscriptions paid.
SUBSCRIPTIONS
Article 9
Full and affiliated members shall pay the same subscription. This shall be set by the General Meeting and be paid every 3, 6 or 12 months. The annual amount may not exceed 10% of the member’s annual salary, as published in the Official Journal of the European Communities, or EUR 1,000.
PART IV: BODIES
Article 10: Management of the Association
The Association shall be managed by:
a) General Meeting
b) Council.
THE GENERAL MEETING
Article 11: Composition
The General Meeting shall comprise all the full and affiliated members of the Association. It shall be chaired by the President of the Council. Paid-up full and affiliated members shall be entitled to vote within the limits of the rights conferred on them under Article 5 hereof. Each full or affiliated member shall have a single vote.
Article 12 – Competence
The General Meeting shall have sole competence to:
– amend the Rules;
– appoint and dismiss the Council Members;
– where necessary, appoint and dismiss the auditors and set their remuneration, if any;
– grant discharge to the Council Members;
– approve the budget and accounts;
– voluntarily dissolve the Association;
– expel members;
– change the Association into a company;
– take any action required by these Rules.
Article 13: Ordinary General Meeting
The General Meeting shall be held once a year, preferably in May. It shall not, however, meet for the first time until 2001. Members shall be invited to General Meetings by the President of the Council. Invitations shall be published by the Association by letter or by email at least two weeks before the meeting. They shall include an agenda.
Article 14: Extraordinary General Meeting
The Council may convene Extraordinary General Meetings. It must do so if requested by 1/5 of the full members, stating which items it intends to include in the agenda. Likewise, any proposal signed by 1/20 of the full members must be included in the agenda.
Article 15: Voting rights
All paid-up full members shall have equal voting rights in the General Meeting. They may elect to be represented by another full member. A member may be a proxy for no more than two other members. The Association shall not require a quorum in order to take decisions, other than as provided for in Article 16 of the present Rules. Resolutions shall be taken by simple majority vote of the members present or represented, except where stipulated otherwise by law or the present Rules. In the event of a tie, the President of the Council shall have the casting vote.
Article 16: Amendments to the Rules
The General Meeting may decide to amend the Rules, liquidate or dissolve the Association only if two-thirds of the full members are present or represented and the proposal is included in the agenda. Such resolutions shall require a two-thirds majority vote of members present or represented. If there is no quorum, a second meeting may be convened within the month. In this case decisions shall require a three-quarters majority vote, irrespective of the number of persons present or represented.
Article 17: Minutes
The decisions of the General Meeting shall be recorded in a register of minutes signed by the President or a Council Member. This register shall be kept at the registered office where any member may consult it in situ.
THE COUNCIL
Article 18: Composition
The Association shall be administered by a Council made up of a minimum of four Council Members, appointed on a revocable basis by the General Meeting from the full or affiliated members. Members wishing to become Council Members may not be members of a trade union other than the FFPE.
Article 19: Meetings
The Council shall meet when convened by the President, either physically or by teleconference. It may also converse and take decisions by email. The Council’s meetings and teleconferences shall be quorate where one half of its Members are present. The Council’s decisions shall be recorded in a register of minutes signed by the President or a Council Member.
Article 20: Term of office
The term of office of Council Members shall be four years. Where a post falls vacant prematurely, the Council may appoint a temporary Council Member to complete the term of office of the person he/she replaces. Outgoing Council Members may be re-elected.
Article 21: Appointments
The Council shall appoint a President, one or two Vice-Presidents, Treasurer, Vice-Treasurer (where necessary), general Secretary and political Secretary from among its Members.
Article 22: Quorum
At meetings and teleconferences, the decisions of the Council shall require a majority vote of the Council Members present. In the case of email discussions and proposals, decisions shall be taken electronically by a majority of Council Members. In the event of a tie, the President or the Council Member standing in for him/her shall have the casting vote.
Article 23: Powers
The Council shall have the widest powers to administer and manage the Association. It shall be competent for all matters other than those reserved by law or the present Rules for the General Meeting. It may also proceed with acts of disposal. It shall represent the Association vis-à-vis third parties through its President or a person appointed by the latter for that purpose.
The Council may in particular (the following is not an exhaustive list and is without prejudice to any other powers deriving from the law or the Rules) draw up and conclude all instruments and contracts, reach settlements, make compromise agreements, purchase, exchange or sell any movable or fixed assets, mortgage, borrow, take out leases of any duration, accept any bequests, subsidies, donations and transfers, renounce any rights, assign any powers to agents of its choice (Association members or otherwise), represent the Association in law either as defendants or plaintiffs, and issue any Rules of Procedure or electoral rules.
It may also appoint and dismiss Association staff, accept and receive any sums and amounts, withdraw any deposited sums and amounts, open any accounts with banks and post offices, carry out any transactions on the said accounts, specifically any withdrawals of funds by cheque, virement, transfer or any other payment instruction, rent any safe-deposit boxes, pay any amounts owed by the Association, take delivery from the postal service, customs authorities or railway company of any letters, telegrams, packages, (whether recorded or registered delivery or otherwise), cash any postal orders and money orders or the like.
The Council shall prepare the annual accounts for the previous financial year and the budget for the following financial year and shall submit them annually for the approval of the General Meeting.
Article 24: Day-to-day management
For certain activities or tasks and for day-to-day management, the Council or President may delegate powers to a person who may or may not be a member of the Association. The duration of this delegation of powers shall not exceed four years, and delegation may be rescinded by the Council at any time with immediate effect. Where more than one person is responsible for day-to-day management, the Association shall be duly represented in all its day-to-day management activities by a single person responsible for day-to-day management, who shall not be required to provide proof of a prior mutual decision.
Article 25: Signature
The President and Treasurer shall be able to sign alone for any expenditure no greater than EUR 5,000. Two Council Members shall be required to sign for expenditure of between EUR 5,000 and EUR 15,000. In the case of expenditure greater than EUR 15,000, the signature of three Council Members shall be required following the approval of the Council. In the case of any transfers of funds between the various accounts held by the Association, the Treasurer may sign alone up to a limit of EUR 15,000. Two signatures shall be required over and above that amount.
Article 26: Legal proceedings
Legal proceedings, whether as plaintiff or defendant, shall be conducted on behalf of the Association by the Council, represented by its President or a Council Member appointed by the latter.
Article 26a: Powers of representation
Authority to represent the Association in judicial or extrajudicial acts may be conferred by simple decision of the Council on one or more persons, who may or may not be Council Members or Association members acting, where applicable, jointly. The powers of the aforementioned person(s) shall be clearly defined by the Council, which shall also set the duration of the terms of reference. Such terms of reference may be rescinded by the Council at any time with immediate effect.
Article 27: Liability
The Council Members shall not enter into any personal commitment on account of their duties and shall be responsible solely for the execution of their terms of reference.
MISCELLANEOUS PROVISIONS
Article 36: Financial year
The financial year shall commence on January 1 and end on 31 December. Exceptionally, the first financial year shall commence today and end on 31 December 2000.
Article 37: Approval of the accounts
The accounts for the previous financial year and the budget for the next financial year shall be submitted annually for approval by the Ordinary General Meeting. The Council shall appoint two Auditors, who shall report to the Ordinary General Meeting.
Article 38: Disposal of assets in the event of dissolution
In the event of voluntary dissolution, the General Meeting or, failing that, the Court, shall appoint one or more liquidators. It shall also determine his/her/their powers and the conditions governing liquidation. In the event of dissolution, the assets, once debts have been settled, shall be transferred to an association with a similar object. The General Meeting ruling on dissolution shall designate the association to which the liquidation balance is to be transferred.
Benoît Bams
President