Articles of Association

1  Definitions  - Name  - Objectives - Registered Address  - Duration  - Finance

1.1 Definitions

"Council Member" Means the Designated Representative of a Member of the Grouping.
"The EC Regulation" Means Council Regulation (EEC) No 2137/85 of 25 July 1985 on the European Economic Interest Grouping (EEIG) as modified or any successor regulation.
"Email" Means electronic mail carried over the Internet using SMTP or some compatible protocol as defined in current IETF standards.
"The Grouping" Means the European Economic Interest Grouping (‘EuroISPA’) constituted by this Agreement and governed by these Articles.
"He"/"his" Means ‘he’ or ‘she’ or ‘his’ or ‘her’ as appropriate.
"Officer" Means the Designated Representative of the Member holding the office of President, Vice President, Treasurer and Secretary General of the Grouping, as appropriate.
“Dismissal” Officers as Designated Representatives can be subject to Dismissal:

  • A Dismissed Designated Representative cannot represent its Member within the Grouping nor be an Officer, and has to be replaced by the Member of which he has been Representative.
  • A Dismissed Officer cannot represent the Grouping but remains the Designated Representative of its Member
“Resignation” A Designated Representative who has Resigned cannot represent its Member within the Grouping nor be an Officer, and has to be replaced by the Member of which he has been Representative. A Designated Representative who has Resigned cannot represent the Grouping.
“Suspension” A Suspended Member cannot vote, but can:

  • Attend and participate in meetings
  • Say it is a member of EuroISPA
  • Use the EuroISPA logo
  • Stay on and participate in the Grouping’s email lists
“Exclusion of a full Member” An Excluded Member:

  • Cannot vote
  • Is removed of and cannot participate in email lists
  • Cannot use the EuroISPA logo
  • Cannot attend EuroISPA meetings
  • Is still committed to outstanding payments
"Voting supermajority" Means 2/3 of those Council Members present at the council meeting (including proxies), representing at least ½ of all Members. Suspended Members are not taken into account.

1.2 Name

The Grouping is named EuroISPA EEIG, where the acronym EEIG stands for "European Economic Interest Grouping". Official documents originating from the Grouping and intended for third parties must state: the name of the Grouping, the registry at which it is registered, the number of the Grouping's entry at the registry, and its registered address, in compliance with Article 25 of the EC Regulation

1.3 Objectives

The objectives of the Grouping are:

  • To act as the principal spokesman for the Internet in Europe,
  • To encourage the use of the Internet and support the Internet industry in the interest of the European Union,
  • To promote self-regulation by and contribute to the regulatory process on behalf of the Internet industry,
  • To encourage the development of a free and open telecommunications market,
  • To develop professional standards for the industry and contribute to the development of technical standards,
  • To carry out and co-ordinate research,
  • To provide services in the common interest of the Members of the Grouping.

Within the limits laid down by the EC Regulation, the Grouping shall also be able to carry out any action useful or necessary for the fulfillment of these objects. The Grouping's focus will be primarily at the level of the European Union and secondarily at the international level. On issues that have only local or national significance, EuroISPA may act only after consultation with the Member from that country, should there be such a Member.

1.4 Registered Address

The Registered Address of the Grouping is at 39 Rue Montoyer, Bte 3, B-1000 Brussels. It can only be transferred to another address by a decision of a voting supermajority of the Council.

1.5 Duration

The Grouping is formed for an indefinite duration from the registration date. The Grouping will cease to exist in accordance with the provisions of this Contract of Formation and the EC Regulation.

1.6 Finances

The financing of the Grouping shall be provided by means of

  • Contribution shares,
  • Entry fees charged to new Members,
  • Payment for any service carried out by the Group or some of its Members,
  • And by any other resource authorised by the law and EEC regulation.

The amounts and conditions shall be laid down by the Council. If necessary, the Members shall contribute to settling any excesses noted on the invoiced expenses in the month of approval of accounts. Any sum regularly charged to a Member shall legally give rise to delay interest of 12% per annum to the benefit of the Grouping.

1.7 Capital and Contributions

The Grouping is formed without capital.

2  Organisational Structure

2.1 Members

The Members of the Grouping are the parties signing this document as well as those complying with its regulations and who will be approved in accordance with the clauses given below.

  • Only organisations whose functions include the representation of the interests of those providing Internet-related services, which operate and are legally based in the European Union or European Free Trade Association, are eligible for membership.
  • Any new Member wishing to belong to a similar international Grouping shall obtain the agreement of a voting supermajority beforehand.
  • Unless a special voting supermajority decision of the Council taken at the time of admission of a new Member rules otherwise, any new Member shall be responsible with the others for the debts of the Grouping prior to his admission.
  • Any new Member must comply with the clauses of this contract as well as any decision or bylaw applicable to all the Members of the Grouping.
  • Any admission of new Members is subject to the unanimous approval of the Council, who shall not have to give grounds for their decision.
  • All Members will provide the Secretary General of the Grouping with the name of their Designated Representative.
  • There shall be no limit on the number of Members of the Grouping from any state.

2.2 Withdrawal from the Grouping by a Member

Any Member can withdraw from the Grouping by giving three month's notice by registered letter to the Secretary General at the registered address of the Grouping. Unless there is just cause, no withdrawal shall be admitted, however, if it has the effect of reducing the number of Members to less than three.

2.3 Suspension and Exclusion

2.3.1 Suspension

A Member who fails to pay a EuroISPA membership invoice within 60 days will automatically be Suspended and will lose his voting rights. In case of a council meeting, the Suspended Member will not be taken into account for the calculation of the quorum.

The Officer who is the Designated Representative of a Suspended Member is automatically Dismissed from his title as Officer. He/She remains the Designated Representative of the Suspended Member.

Suspension automatically ends with the payment of the outstanding invoices. Dismissal of the Officer automatically ends when the Suspension of the Member is he/she the Designated Representative of is over.

The EuroISPA Council must be informed by a Member of the change of its Designated Representative.

2.3.2 Exclusion

A Member will be excluded:

  • a. If its obligations to the Grouping are seriously or repeatedly neglected,
  • b. If it has joined a similar international Grouping without the prior agreement of the Council,
  • c. In the case of bankruptcy, creditors' composition proceedings, liquidation, rule of court or any other equivalent measure under the national law applicable,
  • d. If the Member brings the Grouping into disrepute,
  • e. If the Member no longer complies with the conditions of Article 2.1(a) or fails to comply with the conditions of Article 2.1(b),

Exclusion is passed by Council ruling by a voting supermajority, the Member whose Exclusion is proposed not taking part in the vote. The Council shall give at least 30 calendar days notice to any Member whose Exclusion is to be proposed in a Council meeting and the Member shall have the right to present a defence at the Council meeting at which voting is to occur, should the Designated Representative of the Member attend that meeting. The Council has sovereign evaluation of the grounds for Exclusion.

An Officer who is the Designated Representative of an Excluded Member is Dismissed as both as Officer and Designated Representative.

The Excluded Member will not be able to apply for membership until the end of the current year.

2.4 Clauses Regarding Withdrawal, Exclusion or Loss of Status of Member

When a Member leaves the Grouping for any reason whatsoever, including Exclusion, the total value of the dues reverting to the Member shall be determined on the basis of the assets of the Group as present at the time when membership ceases. A Member leaving the Grouping shall not be entitled to the reimbursement of any contributions that may have been made in excess of the total of subscriptions or joining fees paid. In order to avoid the interests of the Grouping being endangered by the withdrawal of a Member, the Council shall also be able to deci de, in the case of a contribution in kind, to reimburse the Member with the value of this contribution rather than return it. It shall also be able to decide on the date when the sums due to the withdrawing or Excluded Member shall be returned. This period cannot, however, be greater than two years from the withdrawal or Exclusion. Members withdrawing, excluded or having lost status remain bound by all the obligations contracted by the Grouping up to the date of their withdrawal or Exclusion or loss of status of Member. The leaving Member shall continue to owe the Grouping all contributions called for, under whatever heading, and due up to this date.

2.5 Continuation of the Grouping

The Grouping shall continue legally with the remaining Members, notwithstanding withdrawal or Exclusion of a Member or the loss of status by a Member.

2.6 Joint and Several Liability of Members

In accordance with the EC Regulation:

  • The Members shall be jointly and separately liable without limit for the debts and other liabilities of whatever nature of the Grouping.
  • Unless or until winding up of the Grouping has been concluded, its creditors may not proceed to recover payment of debts and other liabilities from the Members, unless they have first requested the Grouping to pay and payment has not been made within the appropriate period.

A Member may not, without the prior written consent of the other Members, assign all or any portion of its financial obligations towards the Grouping to any other person, nor can it create any mortgage charge other security over all or any part of its financial obligations towards the Grouping.

2.7 Associate Members

Only organisations whose functions include the representation of the interests of those providing Internet related services, which operate and are legally based in countries that belong to the Council of Europe, are eligible for associate membership.

The Council may admit Associate Members into the Grouping. Such Associate Members shall have the right to attend Council meetings and participate in other activities of the Grouping under such conditions as may be set from time to time by the Council. The Council may also permit such Associate Members to use trademarks of the Grouping and to identify themselves as Associate Members of the Grouping under conditions set from time to time by the Council. The Council may charge an entry fee and a subscription fee to Associate Members. Associate Members shall nominate a Designated Representative to the Council; such nominations must be ratified by a voting supermajority. The representative of an Associate Member may speak in Council deliberations but has no vote in Council decisions. The Council may at anytime, by a voting supermajority decision, remove the representative of an Associate Member and require the nomination of a new representative. An Associate Member may at any time cease being such by sending a registered letter to the Secretary General of the Grouping stating an intention to do so. The Council may at any time, and for whatever reason, by a voting supermajority decision, exclude an Associate Member; such Excluded Associate Members shall immediately lose any and all rights accorded to them by their Associate Membership, including the right to attend Council meetings and the right to use trademarks of the Grouping. The Council may at its discretion choose to retain or to refund in whole or in part any subscription fees paid by an Associate Member who has been Excluded or is in some other way ceasing to be an Associate Member. Associate Members are not Members within the meaning of the EC Regulation and are not liable in any way for the debts and other liabilities of the Grouping.

2.8 EuroISPA Industry Forum

A EuroISPA Industry Forum open to companies with a legitimate interest in the Internet service providers industry in the European Union is set up to enhance the objectives of the Grouping. Members of the Forum will have to follow the rules of membership defined by the Council.

3 OPERATION

3.1 Council

The Council will be made up of the Council Members, who are the Designated Representatives of each Member. The Council will meet on a regular basis four times a year and in special sessions, as required by the Council Members. Council Members shall not be entitled to any remuneration but the Council may at its discretion choose to reimburse Council Members for reasonable expenses incurred while acting on behalf of the Grouping. The Grouping shall be bound only by the joint action of the Council Members. The Grouping may not recruit or employ any person without a voting supermajority decision of the Council approving such action.

3.1.1 Annual General Meeting

The President shall call an annual general meeting when the previous year’s annual accounts are ready for inspection by the Council, for as soon as it can be practically arranged, giving notice to Members of the Grouping consistent with Article 3.6.1.

3.2 Vote

Each Member, acting through its Council Member, has one vote.
By default, quorum and voting are governed by rules in Article 3.6.
In exceptional cases the Council can unanimously decide otherwise.

  • The following decisions require unanimity:
  • Modification of the objectives of the Grouping,
  • Approval of any application to join the Grouping as a full or associate member,
  • Modification of the number of the votes allocated to each Member,
  • Modifications for the conditions for taking decisions,
  • Modification of the contribution share of each of the Members or certain of these to the financing of the Grouping,
  • Modification of any other obligation of a Member,
  • Adoption of the budget,
  • Any change to the start and end of the financial year.

3.3 Officers

The President, Vice-President and Treasurer must be the Designated Representative of a Member but are elected as individuals. They can be dismissed according to the rules of article 2.3 and 3.4.

Officers shall be elected for a term of office of approximately one year, unless agreed otherwise at the time of election. For the avoidance of doubt, the one-year term will expire at the closest scheduled Council meeting to the anniversary of the election.

Officers shall normally only be eligible for re-appointment to the same position once immediately following the expiry of their first term of office, and shall thereafter not be eligible for the same position until one year has elapsed during which the position has been held by one or more other Member. Exceptionally, Officers may be re-elected more than once, but only with a unanimous decision of the Council.

3.3.1 The President

The President is responsible for representing the Grouping, notwithstanding the rules set out in Article 3.7.

The President is also responsible for calling and chairing Council meetings. If the President fails to attend a Council meeting, the meeting will be chaired by the Vice President or, in his absence, the Treasurer or, in his absence, the Secretary General.

3.3.2 The Vice President

The Vice President is responsible for assisting the President and acting in the capacity of the President in the latter's absence. The Vice President may have other functions set from time to time by the Council.

If all Members decline the Vice Presidency or simply do not ask for it, the seat will be vacant until the Council elects a Vice President.

3.3.3 The Treasurer

The Treasurer shall be generally responsible for oversight over the financial affairs of the Grouping; shall act as President in the absence of the President and Vice President; and may have other functions set from time to time by the Council.

3.3.4 The Secretary General

The Council may appoint a Secretary General. The Secretary General will be responsible for the day to day administration of the Grouping's affairs.

If the Secretary General is not a Council Member, he shall have the right to attend Council meetings and speak at such meetings, but he shall not have a vote.

The Secretary General may at any time be removed or replaced by the decision of a full supermajority of the Council. No justification shall be necessary for such removal or replacement.

3.4  Powers and Functions of the Council

The Council is in charge of applying the general policy of the Grouping within the framework defined by these Articles. In particular the Council:

  • Shall elect and Dismiss Officers;
  • Shall decide on the plan of action and activities within the scope of a provisional budget;
  • Shall alone be empowered to modify the amount of the annual subscription payable by the Members;
  • Shall alone have the authority to appoint, Suspend or Exclude Members of the Grouping;
  • Shall alone have the authority to Dismiss Designated Representatives;
  • Shall alone have the authority to appoint, Suspend or Exclude Associate Members of the Grouping;
  • Shall approve the annual accounts;
  • Shall, by a decision of a voting supermajority, set budgets for all activities of the Grouping;
  • May establish Directorates for managing specific activities of the Grouping by setting out the charter for the Directorate and establishing a budget where appropriate;
  • May create wholly owned limited liability subsidiaries to achieve its objectives where so doing will not bring it into competition with its own Members. Such operating companies will be managed by the relevant Directorate under the general control of the Council.

3.5  The Directorates

The Council may, by the decision of a voting supermajority, establish Directorates responsible for certain types of activities of the Grouping. Such Directorates shall be created by publishing a charter for the Directorate, setting a commencement date and lifetime for its activities, approving a budget where appropriate, and appointing a Director. The charter shall set out the Directorate's purpose and the scope of its activities. Should no budget be set then the Directorate may neither spend money nor authorise the spending of money. In no case may a Directorate spend money or authorise the spending of money in excess of its budget. The charter or budget of an established Directorate may be amended or the Directorate abolished by the decision of a voting supermajority. Each Directorate will be managed by a Director appointed by a voting supermajority of the Council. The Council may at its discretion appoint one or more Deputy Directors. Unless otherwise stipulated when the appointment is made, appointments will be for a period of one year or the lifetime of the Directorate, whichever is shorter. A Director or Deputy Director may at any time be removed or replaced by a voting supermajority decision of the Council; no particular justification shall be required for such removal. The Deputy Director will manage the Directorate in the absence of the Director and perform any other duties as may be assigned from time to time by the Director or the Council. The Council may at its discretion reimburse legitimate expenses of a Director or any Deputy Directors either from the general budget of the Grouping or from the budget of the Directorate. Directors and any Deputy Directors may at the discretion of the Council be paid a salary or fee charged to the budget of the Directorate.

3.6  Meetings of the Council

The Council will meet on convocation by the President on a regular basis each quarter and in special sessions if so required by 20% or more of the Council Members.

3.6.1 Notice

Convocations can be sent by email. However, notice must be sent to the Council Members at the email addresses registered for notices to Members 21 days prior to the date laid down for the meeting and contain the specific details of the agenda, including at least any items requiring a voting supermajority decision. In the case of emergency duly justified by the President in the convocation, the period of notice can be reduced.

3.6.2 Quorum

Council meetings and decisions are only valid if the necessary quorum is present, i.e. at least two thirds of Council Members are present or represented.

3.6.3 Voting

Except for the exceptional cases listed in the beginning of this Article, for which unanimity in required, all decisions shall be taken by a voting supermajority  of votes, representing at least ½ of the members (Suspended Members not being taken into account). In the case of a draw, the President will have the casting vote.

3.6.4 Proxy

Any Council Member who is prevented from attending can be represented by a representative named in a proxy in a form acceptable to the Council. This proxy can be given by registered letter, by electronic mail, by facsimile or by hand to the Secretary General.

3.6.5 Minutes

The decisions of the Council shall be recorded in minutes signed by two signatories, both of whom must be Officers of the Grouping. The minutes must be sent by email to Council Members within 30 days.

3.6.6 Electronic Meetings

Meetings of the Council may be held by telephone conference call or any other means that permits all participating Council Members to hear one another. In such cases the meeting will be deemed to have been held at the location of the majority of Council Members present or if there is no such majority at the location of the chair of the meeting.

3.7  Representations of the Grouping to Third Parties

The Grouping shall only be validly represented in relation to third parties by the signatures of two signatories, both of whom must be Officers of the Grouping. Notwithstanding the above, the President shall be empowered to carry out any formalities in the name of the Grouping, in particular with a view to its registration and publication of its legal documents.

4 Accounting and Inspection

4.1 Inspection

The control of the financial situation, the annual  accounts and conformity in relation to the statutes of operations to be verified in the annual accounts shall be carried out in accordance with the Law.

4.2 Budgets

No Council Member, or Director, or employee of the Grouping may exceed the budget or authorise the exceeding of the budget of the Grouping or any Directorate as appropriate. This shall not be interpreted as preventing the Council from altering budgets as provided for elsewhere in these articles.

Signatures of two Officers are required for expenses of more than 300 €.

5 FINANCIAL YEAR - LOSSES - PROFITS

5.1 Financial Year

The financial year shall commence on 1 January and end on 31 December each year (deletion follows).

5.2 Annual Accounts

Each year the Council shall jointly arrange for accounts and statements to be prepared for the approval by the Members of the Grouping. Each Member will have full access to all accounting and other books and records of the Grouping.

5.3 Surpluses and Deficits

The purpose of the Grouping does not include the making of profit but if any surplus should result from its activities the Council shall decide whether such funds are to be apportioned between the Members in equal shares, or whether the excess will be retained within the Group for the purpose of funding services required by the Grouping. Notwithstanding the above, the Council may at its discretion choose to generate a surplus in one area in order to fund other activities or projects within the scope set the objectives of the Grouping. If the Group's accounts show a deficit, this shall be charged to the Members of the Grouping.

6 Bylaws

6.1 Bylaws

As well as the rights and obligations for the Members from the clauses of this contract, a bylaw can also be adopted by decision of a voting supermajority of the Council. Such a bylaw shall be able to govern the internal organisation of the Grouping and the relationships of the Members with each other or with the Grouping.

7 Winding Up - Liquidation

7.1 Winding Up

The Grouping can be wound up only by a decision of a voting supermajority of the Council.

7.2 Liquidation

The winding up of the Grouping shall lead to its liquidation but the status of the Group shall remain for the purpose of this action. The Council shall lay down  the means of liquidation and appoint one or more liquidators. The liquidators shall take the steps required as stated in Articles 7 and 8 of the EC Regulation.

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