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STATUTES
EUROPEAN FEDERATION
OF EMPLOYEE SHARE OWNERSHIP, in short "EFES"
International not-for-profit
association
An international association with a scientific and
educational object is set up, consistent with the
Belgianlaw 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 EMPLOYEE SHARE OWNERSHIP,
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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