STATUTES
EUROPEAN FEDERATION OF EMPLOYED SHAREHOLDERS,
FOR EMPLOYEE OWNERSHIP AND PARTICIPATION, in short "EFES"
International not-for-profit association
An international association with a scientific
and educational object is set up, consistent with the law of 25th
October 1919 granting legal status to international associations with
a philanthropic, religious, scientific, artistic or educational object.
Section 1. Name, Registered Office
Article 1. Name
The association is called : EUROPEAN
FEDERATION OF EMPLOYED SHAREHOLDERS, FOR EMPLOYEE OWNERSHIP AND PARTICIPATION,
in short: "EFES".
Article 2. Registered Office
The registered office of the association
is located Avenue Voltaire 135 in 1030 Brussels (Belgium). It can
be transferred through simple decision of the Board of Directors to
any other place in the Brussels Area. Any modification of the registered
office should be published in the Appendices to the Belgian Official
Bulletin within one month following the date thereof.
Section 2. Purpose, Duration.
Article 3. Purpose
The purpose of the EFES is:
- in the scientific field: to carry
out research on any economic, financial, social and legal issues
relating to employee ownership and participation in Europe and to
realize studies on any issues concerning the employee owners, especially
as far as initiatives or projects of the EC institutions are concerned
or upon their request.
- in the pedagogic field: to organise
conferences, study seminars and training actions to the benefit
of its members; to represent the employee owners before the EU institutions
as well as should the case arise, before the Authorities and Institutions
that have to deal with the employee owners’ interests.
EFES is developing a European centre
for information, meetings, training, advice and representation to
serve its members. EFES will promote research on pre-conditions of
employee ownership and participation and on their benefits in terms
of business excellence, spread of wealth and humane and productive
workplaces; help to generate mutual understanding between social partners;
help to raise the level of awareness among business leaders and politicians.
The association may accomplish any operations
in direct or indirect relationship with its object. It may help out
and take an interest in any activity similar to its object.
Article 4. Duration
The association is set up for a unlimited
term.
Section 3. Members
Article 5. Members
The association comprises statutory members,
associate members, supporting members, honorary members and observing
members.
Article 6. Statutory Members
The organisations and legal entities
legally incorporated in accordance with the law of their country of
origin, existing in European Union member states, at the national,
regional or undertaking level, of which the members or beneficiaries
are employee owners and former employees or of which the action aims
at promoting employee ownership and participation can become statutory
members.
Article 7. Associate Members
The organisations and legal entities
legally incorporated in accordance with the laws of their country
of origin existing in non European Union member European states, at
the national, regional or undertaking level, of which the members
or beneficiaries are employee owners and former employees or of which
the action aims at promoting employee ownership and participation
can become associate members.
Article 8. Supporting Members
Any individuals or legal entities, wathever
his nationality, interested in the promotion of employee ownership
and participation can become supporting members.
Article 9. Honorary Members
The title of Honorary Member can be granted
to any individual in recognition of his or her contribution to the
association and its objectives. Honorary members are exempt from subscription.
Article 10. Observing Members
Any natural person or legal entity that
has applied to become a member can become an observing member in the
expectation of its final admission by the General Meeting. The observing
members have all rights attaching to membership, except the right
of vote at the meetings.
Article 11. Admission of the Members
The admission of new members is submitted
to the General Meeting by the Board of Directors with its opinion.
The General Meeting fixes the category to which the new member is
admitted.
Article 12. Conditions of admission
The admission of a new member is subject
to the following conditions:
- an application filed in writing with
the Board of Directors;
- an expression of support for these
by-laws and desire to contribute actively to the corporate object;
- a commitment to pay the subscriptions
mentioned in article 17 below.
Article 13. Resignation of Members
The members of the association can resign
at any time by registered letter sent to the Board of Directors.
Article 14. Exclusion of a Member
The exclusion of members from the association
can be pronounced by the General Meeting. The interested member should
previously be informed by the Board of Directors of the decision contemplated
towards it and invited to produce all defence arguments, either in
writing, or by appearing in person at the General Meeting. It is effective
immediately. Non-compliance with the by-laws, lack of payment of the
subscriptions at the latest within one month of the reminder sent
by registered letter, lack of presence, represented or excused at
two consecutive General Meetings, actions or words that would harm
seriously the interests or reputation of the association are acts
that can lead to the exclusion of a member. The Board of Directors
may suspend said member until the decision by the General Meeting.
Article 15. Rights and obligations
as a consequence of the loss of membership
The resigning, suspended or excluded
member, as well as a deceased member’s heirs or rightful claimants
have no claim on the corporate assets. They cannot claim or demand
financial statements or accounts, nor affixing of seals or inventory.
The member who ceases for any reason whatsoever to belong to the association,
is still liable to the association for any obligation arisen before
the loss of his membership or at the occasion thereof.
Article 16. Representation of legal
entities
The legal entities appoint one or several
natural person(s) in order to represent them within the association.
They notify such appointments in writing to the association.
Section 4. Subscriptions, interests
on overdue payment
Article 17. Subscriptions
Upon their admission and at the beginning
of each year, the members are bound to pay a subscription fixed by
the General Meeting, on proposal by the Board of Directors. Such subscription
may vary for the various categories of members referred to in Section
3. They are fixed originally as follows:
- For all members, a base subscription
of 50 EURO for natural persons and 500 EURO for legal entities (the
honorary members are exempt from subscription).
- For the statutory and associate members,
an additional subscription of 0.25 EURO multiplied by the number
of members or affiliates represented by the member organisation
or the legal entity within EFES.
The statutory and associate members fix
freely the number of their affiliate members they intend to represent
within EFES, providing however that such number does not exceed the
number of effective members and affiliates.
Subject to the powers granted to the
General Meeting, the Board of Directors may increase the amounts and
rates mentioned above by a percentage equal to the rise of the price
index in Belgium.
Article 18. Interest on overdue payment
The outstanding subscriptions yield interest
automatically and without summons to the benefit of EFES, at the borrowing
rate generally applied by the big banks in Belgium.
Article 19. Common provision
The member who loses membership for any
reason whatsoever still owes the subscriptions due for the whole current
year and should the case arise, the interest on overdue payment until
full settlement.
Section 5. General Meeting
Article 20. General Meeting
The General Meeting is the sovereign
power of the association. The General Meeting comprises all members.
Article 21. Powers of the General
Meeting
The General Meeting possesses the powers
explicitly granted to it by the law or by these by-laws. The powers
listed below are especially reserved to its competence:
The General Meeting elects and may dismiss
at any time the members of the Board of Directors. It fixes the yearly
action plan, votes the budget, approves the accounts of the year.
It appoints the auditor(s) in-charge of the auditing of the accounts.
It decides on the admission of new members, the exclusion of a member,
the category to which a member should belong. It fixes the members’
subscriptions and the terms of their payment. It fixes the voting
rights, consistent with the provisions of article 27 below. It may
decide the creation of establishments or representations in other
countries. It may decide the modification of the by-laws and pronounces
itself, including by the adoption, if necessary, of rules and regulations
on the interpretation and terms of application thereof. It may pronounce
the winding-up of the association and decide the allocation of its
liquidation surplus.
Article 22. Meeting of the General
Meeting
The General Meeting meets at least once
a year, in ordinary meeting. It may also meet in extraordinary meeting
at any time, upon decision of the Board of Directors or at the request
of members representing at least 20% of the voting rights fixed consistent
with the provisions of article 26 below. Such a request shall be directed
to the Board of Directors by registered letter at least three months
before.
Article 23. Notice
All members should be convened to the
General Meeting by the Board of Directors through ordinary letter
at least one month before. The notice gives the date, time and place
of the meeting, as well as the agenda. The Board of Directors may
invite any person to attend all or part of the General Meeting as
an observer or consultant.
Article 24. Representation
Each member is entitled to participate
in the meeting. A member may appoint as representative another member
or a third person by written, dated and signed proxy. Nobody may hold
more than five proxies.
Article 25. Chairing the General Meeting
The General Meeting is held under the
chairing of the President of the Association (see article 38) or in
his absence, by a member of the Board of Directors appointed to this
end.
Article 26. Voting rights
All members are entitled to vote at the
General Meeting, except the observing members. Each member has one
vote. Furthermore the statutory and associate members have one additional
vote per additional subscription bracket of 50 EURO fixed consistent
with point 2 of article 17 for the year during which the General Meeting
is held. The voting rights of the members whose subscriptions are
not totally in order are suspended and are not taken into account
in the calculation of the quorum of attendance and vote.
Article 27. Rules of the attendance
quorum
The General Meeting may deliberate validly
whatever the number of voting rights of the members present or represented,
except as provided by law or by these by-laws. Only the decisions
relating to the exclusion of a member, modification of the by-laws
and winding-up of the association should be taken by a meeting including
two thirds of the voting rights; for want of such quorum, a second
meeting may be convened, that will be authorised to deliberate validly
without quorum.
Article 28. Rules of the voting quorum
The decision of the General Meeting are
taken with a simple majority of the voting rights of the members present
or represented, except as provided by the law or by these by-laws.
Only the decisions relating to the exclusion of a member, modification
of the by-laws and winding-up of the association should be taken by
a majority of two thirds of the voting rights of the members present
or represented. In case of parity of votes, that of the chairman of
the meeting will be a casting one. The decisions taken validly bind
those absent.
The voting quorums are calculated on
the basis of the votes validly cast. Blank and spoiled voting papers
and abstentions are thus excluded from the voting quorum.
Article 29. Agenda
The ordinary General Meeting pronounces
itself on the operational report, financial report and on the minutes
of the previous General Meeting. For the rest, the General Meeting
only deliberates validly on the agenda items given in the notice,
except in cases of emergency recognised by the Board of Directors
and with the Meeting resolving at the majority of two-thirds of the
votes validly cast and provided the item of the agenda does not deal
with a modification of the by-laws, winding-up of the association
or the exclusion of a member; the item "miscellaneous" does
only cover communications of which the nature does not require a vote.
Article 30. Publication
The minutes of the deliberations of the
General Meeting are drawn up by and under the responsibility of the
Executive Office. Such minutes are written down in a register signed
by the President and by the Secretary General. They are distributed
to the members through ordinary mail. All members can acquaint themselves
therewith at the registered office of the association, without removing
the register. Third persons justifying a legitimate interest may be
supplied with extracts.
Section 6. Administration
Article 31. Board of Directors
The association is administered by a
Board of Directors. The Directors are chosen among the statutory,
associate or supporting members, natural persons, legal entities or
organisations. When the director is a legal entity or an organisation,
such legal entity or organisation informs the Board in writing of
the name of the individual entitled to represent it. The number of
directors is at least three and at most thirty, under compliance of
the following conditions:
- one director at least should have
Belgian citizenship;
- the Board of Directors must comprise
at least one resident of each of the European states represented
at the General Meeting provided an application has been proposed
consistent with article 32.
Article 32. Appointment of the directors
The members of the Board of Directors
are appointed by the General Meeting, on the basis of applications
established as follows:
- the college set up within the meeting
by the statutory or associate members resident of a same European
state proposes up to two applicants from that state.
- the college set up within the meeting
by the supporting members proposes up to five candidate directors
in total.
They are elected by the general meeting
under compliance with the following rules:
- when there is only one candidate resident
in a given European state, he will be appointed automatically
- when there are still available positions,
the other candidates are chosen by simple majority in the decreasing
order of the votes they have obtained, up to the number of positions
still available and up to the maximum limit of the number of directors
fixed in article 31, par. 2 of these by-laws. Furthermore, within
the same limit, the General Meeting can elect other members, to
complete the Board.
Article 33. Duration of the term of
director
The directors are appointed for two years.
They may be dismissed at any time. The outgoing directors are re-eligible.
In case of vacancy in the course of a term of office, a provisional
director can be appointed by the General Meeting. The latter will
then continue the term of office of the director he is replacing.
Article 34. Meeting of the Board of
Directors
The Board of Directors meets at least
once a year and whenever the needs of the association so require and
at the request of half of the membership. The notices are sent by
the President or in his absence, by a Director, through simple letter,
fax or electronic mail.
Article 35. Organisation of the Board
of Directors
The Board of Directors deliberates validly
whenever half of its members are present or represented. All the decisions
of the Board of Directors are taken by simple majority of the votes.
The Board Meeting is held under the chairing of the President of the
Association (see article 38) or in his absence, by a member of the
Board of Directors appointed to this end. In case of parity of votes,
that of the chair-person will be a casting one. A director may appoint
as representative another director or a third person, by written proxy.
Nobody can hold more than three proxies.
Article 36. Powers of the Board of Directors
The Board of Directors carries out the
policy decided by the General Meeting. It decides the actions, convenes
the general meeting and more generally, has all powers necessary to
manage and control the association and ensure the achievement of its
purpose. Are solely excluded from its competence: the acts reserved
by the law or by these by-laws to the competence of the General Meeting.
It may decide to recruit salaried employees. It may enter into any
contracts and agreements necessary for the achievement of the corporate
purpose.
Article 37. Executive Office
The Board of Directors elects among its
members, by simple majority and for the duration of their term of
office, seven members constituting the Executive Office of the Board
of Directors. This office submits to the Board of Directors all the
proposals it deems useful and prepares its meetings. The office is
responsible for the permanent secretariat. The office meets at least
four times a year and whenever the needs of the association so require,
as well as whenever two of its members ask for it. The notices are
done by the President or in his absence, by a Director, by simple
letter, fax or electronic mail. The office deliberates validly when
half of its members are present or represented. All decisions of the
office are taken by simple majority of the votes. In case of parity
of votes, that of the President is a casting one. A director member
of the office can appoint as representative another director or a
third person, by written proxy. Nobody can hold more than two proxies.
The deliberations of the office are written down in the minutes signed
by the President and the Secretary General.
Article 38. Chairing
The Executive Office chooses among its
members and for the duration of its term of office, a President. The
President represents the association before third people. He binds
it in all its legal and judicial acts. He has the corporate signature
which he may delegate. He presides at the General Meeting, Board of
Directors and Executive Office. In case of emergency, the President
may take all decisions made necessary by the interests of the association
which he will submit to ratification of the office of the Board of
Directors at its next meeting.
Article 39. Secretariat General
The Board of Directors may delegate the
daily management of the association, including the use of the corporate
signature for that purpose, to a Secretary General of whom it fixes
the powers. It may furthermore delegate some of its special powers
to one of its members or to a third person. The Secretary General
organises the permanent secretariat of the association. The Secretary
General attends the meetings of the Board of Directors and of the
Executive Office. The Secretary General and each director member of
the office are qualified to take out from the post administration
any package or letter whether registered or not, sign any receipt,
carry out any protective action.
Article 40. Auditors
The General Meeting appoints one or more
auditors in-charge of the verification of the accounts of the association
and of the presentation of an annual report. The auditor(s) is/are
appointed by the General Meeting among its members or not for two
financial years. Their term of office is renewable. They can
only be dismissed for serious ground. The function of auditor
is incompatible with that of member of the Board of Directors.
Article 41. Legal actions
The legal actions as Plaintiff as well
as Defendant fall under the initiative and competence of the Board
of Directors represented by its chairman or by a director delegated
to this end.
Article 42. Collegiality, powers.
The Board of Directors takes its decisions
as a college. Its members act jointly and are jointly liable before
the General Meeting. In the absence of special stipulation, any director
signs validly the acts regularly decided by the Board of Directors.
He will not have to account for his powers vis-à-vis third
people.
Article 43. Responsibility
The directors are not undertaking any
personal obligations by reason of their function and are only responsible
for the performance of their office.
Article 44. Publication
The decisions of the Board of Directors
are written down in a register of minutes signed by the president
and by the Secretary General. Such register is kept at the registered
office. Any member justifying a legitimate interest can have a copy
of it delivered to it, in the form of an extract certified true by
the Secretary General.
Section 7. Financial year, budget
and accounts.
Article 45. Financial year
The financial year lasts one year. It
is closed each year on 31st December. Exceptionally the
first financial year will start at the date of signature hereof and
end on 31st December 2000.
Article 46. Budget and accounts
The Board of Directors has to submit
every year, for the approval of the General Meeting, the accounts
of the last financial year and the budget for the following financial
year. The auditor(s) appointed by the meeting in order to check the
accounts of the association present an annual report to it.
Section 8. Modification of the
by-laws, winding-up, liquidation
Article 47. Modification of the by-laws
Any proposal aiming at a modification
of the by-laws should proceed from the Board of Directors. The Board
of Directors should advise the members of the association, at least
one month in advance, of the date and agenda of the General Meeting
that will decide on any such proposal. The decisions are taken by
the General Meeting, under the conditions of quorum and majority referred
to in articles 27 and 28. The modifications to the by-laws are approved
by Royal Decree and are to be published in the Appendices to the Belgian
Official Bulletin.
Article 48. Winding-up
The same provisions apply in case of
proposal of winding-up of the association.
Article 49. Liquidation
In case of winding-up of the association,
the General Meeting appoints the receiver(s), fixes their powers and
their remuneration. It fixes the allocation of the net assets of the
corporate assets. In case of winding-up, no member of the association
has any right whatsoever on its net assets. The net assets possibly
remaining after settlement of all debts or charges are transmitted
to another non-profit making association, carrying on similar objectives
to the benefit of employee ownership and participation.
Section 9. Rules and regulations
Article 50. Rules and regulations
Rules and regulations may be presented
by the Board of Directors to the General Meeting. Modifications of
those rules and regulations may be done by a General Meeting resolving
by simple majority of the votes validly cast.
Section 10. Disputes, Litigation
Article 51. Disputes, Litigation
In case of litigation between members,
between a member of the association and the association, between groups
of members or between members and the Board of Directors, the relevant
parties will try and settle such litigation amicably. If such amicable
settlement is not possible, the litigation will be definitively solved
through arbitration. The arbitration board comprises three arbitrators.
Each party appoints its arbitrator. The two appointed arbitrators
appoint in turn, by mutual consent, the chairman of the arbitration
board. For want of one of the parties to appoint its arbitrator or
for want of the arbitrators to appoint the chairman of the arbitration
board, the most diligent party may bring the matter before the president
of the High Court of Justice in order to have the missing arbitrator
appointed. The arbitration board fixes the terms of the proceedings.
It decides by majority of its members. The place of arbitration is
Brussels. The governing law will be the Belgian one, and in particular
articles 1676 and following of the Judicial Code.
Section 11. General Provision
Article 52.
Anything not provided for in these by-laws
will be treated in a manner consistent with the provisions of the
law of 25th October 1919.
(Translation from the original document
in French, which lays down the law).
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