Association of Accredited Lobbyists to the European Union (AALEP)
Association des Représentants de Groupes d’Intérets Accrédités auprès de l'Union Européenne
(The French version of the statutes is considered to be the original version)
TITLE I: NAME, REGISTERED OFFICE, DURATION
1.1. The name of the Association is ‘Association of Accredited Lobbyists to the European Union’ abbreviated AALEP, in French ‘Association des Représentants de Groupes d’Intérets Accrédités aupres de l'Union Européenne.
1.2. The Association is a non-profit international association governed by the provisions of title III of the law of 27 June 1921 concerning the non-profit associations, the foundations and the non-profit international associations.
The registered office of the Association is established at Rond-Point Schuman, 6, 1040 Brussels. The registered office may be transferred to any other location in Belgium by a simple decision of the General Assembly.
The Association has for purpose to:
(1) promote, in general, the defence and representation of interests to the European Union;
(2) educate its members and the public in the advancement and improvements in the principles and techniques of institutional and political communications;
(3) develop and encourage high standards of service and conduct on the part of professionals and others engaged in institutional and political communications;
(4) provide opportunity for exchange of experience and opinions on subjects related to institutional and political communications through discussion, study and publications;
(5) promote better communication and understanding among the members, the public and the European Union on the role of those actively engaged in institutional communications with the European Union.
In order to reach the above mentioned objectives, the Association shall among other things:
(1) offer a forum for the implementation, the exchange and the dissemination of innovation and good practices in the field of institutional communications;
(2) encourage a high level of accomplishments in all areas of institutional communications and harmonise the levels of quality of institutional communications’ activities of its members;
(3) defend the interests of the actors of institutional communications in front of the European civil servants and parliamentarians;
(4) facilitate the communication, networking and the collaboration with institutions and organisations that can bring their support;
(5) promote and conduct research in the training field of institutional communications and spread the results of the research;
(6) seek, collect and receive funds, subsidies and other contributions in the form of goods or in cash and to manage them in fulfilment of the objectives of the Association.
The objectives and activities of the Association are non-profit.
The duration of the Association is unlimited.
TITLE II: MEMBERS
There are 3 categories of Members:
a) Effective Members: any physical person duly accredited to the European Union.
b) Supporting Members: Any person who does not meet the conditions to be an effective member but who marks his/her interest in the Association.
c) Associate Members: any enterprise or association having a legal status and pursuing activities in accord with the objectives of the Association.
d) Any member must subscribe to the statutes of the Association, the principle of free examination and engages not to cause harm to the Association.
a) Effective and Supporting Members are approved by the Board of Administration of the Association after payment of the annual membership fee that has been set forth by the Board of Administration and after verification of the conditions stipulated in the previous article.
b) Admission of Associate Members is made upon proposal of the Executive Committee. Examination of the application is made by the Board of Administration that appreciates the conformity with the conditions stipulated in the previous Article. The General Assembly is informed of these admissions. In case of refusal of an application by the Board of Administration, the applicant has the right to appeal to the General Assembly. An Associate Member may exercise his quality of Associate Member after payment of the annual membership fee set forth by the Board of Administration.
c) The yearly membership fee may not exceed a maximum of (1,000) euros;
d) The quality of Effective Member and Supporting Member is renewable each year.
Only the Effective Members may become part of the Board of Administration; and only they have the right to vote at General Assembly meetings.
a) The Board of Administration may exclude of the Association a member whose situation is no longer in conformity with the conditions of admission. The excluded member may appeal this decision in front of the next General Assembly. Only the General Assembly may declare the exclusion of one of its members for the only reason that his/her activity is harmful to the interests of the Association.
b) By derogation to Articles 29 and 30, the Board of Administration must issue a positive vote of two thirds of its members to exclude a member, which means a positive vote from three members of the Executive Committee. For this to take place, the number of present members must not be inferior to two thirds.
a) The excluded member is not entitled to a reimbursement of his/her membership fee. He/she may nevertheless recover his/her quality of member in the year that follows the year of his/her exclusion subject to the approval of two thirds of the Board of Administration.
b) The excluded member may have, however, a right of appeal in front of the General Assembly.
a) The member who resigns is not entitled to a reimbursement of his/her membership fee.
b) His/her resignation must be sent by registered letter to the Secretary or to the President of the Board of Administration.
TITLE III: GENERAL ASSEMBLY
The General Assembly composed of the Effective Members is the sovereign power of the Association; the General Assembly appoints and dismisses the members of the Board of Administration, verifies the accounts, and only the General Assembly is competent to revise the statutes and dissolve the Association.
In order to deliberate validly, the General Assembly must regroup at least half of its members having a deliberative voice. However,
a) one fifth of its members is required for the election of the Board of Administration;
b) two-thirds of its members is required for the modification of the statutes;
c) four fifths of its members is required for the voluntary dissolution of the Association;
d) unanimity is required for modification of the social purpose. Decisions of the General Assembly are taken by simple majority of the Effective Members present or represented and by a show of hands.
If two thirds of the members required for the modification of the statutes are not present or represented at the first General Assembly, a second General Assembly may be called that will deliberate validly, whatever the number of members present or represented, on condition that the eventual modifications are adopted by a majority of two thirds of the members present and taking part in the vote.
Representation is allowed. Any Effective Member may give a proxy to another Effective Member. Each Effective Member cannot hold more than two proxies.
The General Assembly has the following powers
(1) election of the President of the Association for a mandate of two years, renewable two times;
(2) election, dismissal and discharge to the Executive Committee;
(3) designate or confirm the designation of the auditor every two years upon proposal from the Executive Committee;
(4) approve the internal rules;
(5) approve the Association’s budget and accounts;
(6) determination of the membership fee for the different categories of members for the following civil year;
(7) modification of the statutes;
(8) dissolution of the Association.
The General Assembly convenes each year between 15 March and 30 April at the seat of the Association or in any other location indicated on the notice to attend. The notice to attend is sent by the Executive Committee one month in advance. No decision can be taken on points not shown on the agenda of the General Assembly. The President or in his absence the Vice-President shall preside the General Assembly.
Extraordinary meetings of the General Assembly can be called upon request from the Board of Administration, either upon written request sent by registered letter to the Secretary or the President or upon request from at least one fifth of the Effective Members.
General Assemblies are called by personal letters and/or electronic mail, by the President and the Secretary at least two weeks before the appointed date for the General Assembly. These documents indicate the place, date, time and agenda.
Any member of the Association may request by registered letter sent to the President or the Secretary at least three days before the General Assembly the writing down of additional points on the agenda.
The minutes of the deliberations of the General Assemblies are established by the Secretary, signed by him and the President and kept in the archives of the Association. The minutes are communicated to all members in the month following the meeting of the General Assembly.
TITLE IV: BOARD OF ADMINISTRATION
a) The Board of Administration has the most extended powers for the management of the affairs of the Association; all that is not expressly reserved to the General Assembly by law or the present statutes is of its competence.
b) Its powers include acts of disposition; thus it can compromise, acquire, transfer or exchange all real or personal property, contract leases or rent, accept all gifts or bequest, make any investment, take out any loan with the affectation or not of mortgage guaranties, transcriptions, seizures, oppositions or other impediments, undertake any legal action either as a defendant or plaintiff, said legal actions being followed in the name of the Association, suits and diligence by two members of the Executive Committee of whom the President.
c) Actions that engage the Association are signed by the President and the Treasurer, however, the Board of Administration may delegate its powers to one of its members for anything that concerns daily management, payments and discharges to the administration and companies as well as current correspondence.
The Board of Administration is made up of:
a) A president.
b) A Vice-President.
c) A Treasurer.
d) A Secretary General.
e) the outgoing President.
f) one or two other administrators.
The Board of Administration may create new posts to meet the needs of the Association.
Members of the Board of Administration are elected by the Ordinary General Assembly for a two year period renewable one time. Nevertheless, an Extraordinary General Assembly called in conformance with Articles 20 and 21 may be called to replace an administrator who resigns, to dismiss an administrator or to attribute a vacant post of administrator if this point has been written down in the agenda.
Members of the Board of Administration do not contract any personal liability regarding the engagements of the Association.
Members of the Board of Administration are called to the meetings of the Board by letter, fax or electronic mail. The notice to attend will indicate the place, time and the agenda. The Board of Administration rules according to the conditions set forth in Articles 29 and 30, each of its members has the same rights.
The Board of Administration deliberates validly if half of its members out of which three members of the Executive Committee are present. Le President or in his absence a member of the Executive Committee presides the meeting of the Board of Administration.
Decisions are taken by the absolute majority of the members of the Board of Administration. However, to be valid decisions must win the votes of at least three members of the Executive Committee.
TITLE V: EXECUTIVE COMMITTEE
The President, the Vice-President, the Treasurer and the Secretary General constitute the Executive Committee of the Association.
The Executive Committee meets at least three times a year.
The quorum for the meetings of the Executive Committee is half of its members plus one.
The Executive Committee may co-opt on the basis of their competence persons, advisers or observers that may bring make a useful contribution. Co-opted members shall not have a vote.
The Executive Committee adopts before the first General Assembly of the year the programme and the budget for the civil year and approves the annual report of activities of the preceding year. The Executive Committee presents to the General Assembly:
(1) the annual report of activities;
(2) the financial report of the preceding year that has been submitted beforehand to the auditor;
(3) the programme of activities and the budget for the year to come.
Every full member of the Executive Committee has one vote. The resolutions of the Executive Committee shall be passed by a majority of the members present subject to the application of Article 30. Voting by proxy is not possible. The President shall have a casting vote in case of equal number of votes.
The resolutions of the Executive Committee shall be kept in a register, signed by the President and made accessible to the members of the Association.
The Executive Committee may delegate part of its authority for certain activities or operations to one of more of its members or, subject to the agreement of the General Assembly to a person who is not a member of the Association.
Membership of the Executive Committee shall end:
(1) by coming to the end of the period of office;
(2) by voluntary resignation;
(3) by absence at three consecutive meetings;
(4) in the case of dismissal by the General Assembly.
TITLE VI: MODIFICATION OF STATUTES, LEGAL ACTION, DISSOLUTION AND LIQUIDATION
Any proposal aimed at amending the statutes must come from the Executive Committee or of at least two thirds of the Effective Members of the Association. Any voluntary dissolution of the Association must come from the Executive Committee or of four fifths of the Effective Members of the Association. The modification of the statutes or the voluntary dissolution of the Association can only be accomplished by a General Assembly that will have been convened at least thirty days in advance.
On the occasion of the General Assembly called to modify the statutes or the voluntary dissolution of the Association, the effective members of the Association can give a proxy to another Effective Member. Each Effective Member cannot hold more than two proxies. If the quorum is not reached, another General Assembly must convene at least within the next 24 hours. A quorum for this second General Assembly is not required.
The modifications to the statutes will have effect only after approval of the competent authority in accordance with the Article 50 § 3 of the law and after publication in the Annexes of the Moniteur Belge in accordance with the Article 51§ 3 of the said law.
All documents engaging the Association are to be signed by two members of the Executive Committee, one of whom must be the President. Legal actions whether as plaintiff or defendant are taken by the Executive Committee represented by the President and the Treasurer or by a member of the Executive Committee designated for this purpose.
In the case of dissolution of the Association, the General Assembly shall designate one or several liquidators and fix their powers according to Belgian law. Net assets will allocated to an Association pursuing similar objectives.
All cases not foreseen in these statutes including publication in the Annexes of the Moniteur Belge must be treated according to the provisions of Belgian law.
The French version of the statutes will apply.
TITLE VII: TRANSITORY PROVISION
The present statutes enter into force on the date of their publication in the Annexes of the Moniteur Belge.