1-1 A non-profit making International association is hereby established under the name “European Federation of Agencies and Regions for Energy and the Environment – F.E.D.A.R.E.N.E.”; regulated by the title 10 of the Code of Companies and Associations.
1-2 Its duration is unlimited.
1-3 Its registered office is located in Brussels-Capital region, at 131 rue de Stassart, 1050 Brussels (BELGIUM). The registered office may be transferred to any other address in Belgium by the decision of the General Assembly. The transfer of the registered office will be published in the “Moniteur Belge”.
The purpose of this association is, as a non-profit making association,
2-1 to contribute to the development of partnerships between its members by offering them the possibility of exchanging experiences and sharing their expertise in the fields of energy management, development of renewable energies as well as the protection and promotion of the environment in the framework of sustainable development;
2-2 to carry out, or to have carried out, actions or studies on subjects of regional or European interest concerning energy and the environment.
It also contributes to:
2.3 the representation of its members vis-à-vis the European institutions and to promoting their points of view in the fields of energy management and environmental protection;
2-4 assisting its members in setting up regional energy and/or environment agencies and in carrying out planning and management exercises relating to energy and the environment;
2-5 representing the interests on the demand side (consumers, users, citizens) and on the local supply side, to promote the regional dimension in debates concerning energy and the environment.
To achieve the above objectives, the association:
2-6 Organising working groups in order to encourage exchange of experience and transfer of know-how;
2-7 Providing an ongoing information service to the members;
2-8 Acting as a centre for the dissemination of information both to its members and to European Institutions.
2-9 Providing technical expertise to European organisations;
2-10 Preparing position papers on European legislation and programmes;
2-11 Giving advice on relevant programmes and funding possibilities;
2-12 Assisting in the formulation of project proposals and the creation of partnerships.
3-1 The Federation is composed of public and/or private organisations and regional and local authorities in Europe working in the fields of energy management, development of renewable energies, sustainable development and/or environmental protection and who have subscribed to these statutes.
3-2 The Federation comprises 5 Colleges.
3-3 College 1:
Members of College 1 comprise:
3-4 College 2:
Members of College 2 comprise:
3-5 College 3:
Members of College 3 comprise:
3-6 College 4:
Members of College 4 or honorary members comprise:
3-7 College 5:
Members of College 5 comprise:
3-8 All applications for membership must be formulated in writing by the legal representative of the applicant organisation in question and addressed to the President of FEDARENE.
3-9 Membership of Colleges 1, 2, 3, 4 or 5 shall be withdrawn in the event of:
FEDARENE is composed of the General Assembly and the Body of Administration (called “board of administration”).
4-1 The General Assembly of the Federation is composed of the representatives of Colleges 1, 2, 3,4 and 5 in the following way:
All members may give a mandate to another member to represent them. However, no member may dispose of more than one mandate, other than his/her own. Without prejudice to what is stated before, a representative may, however, have more than one mandate for an act for which a public official or ministerial officer takes part. These mandates shall be given in writing, including e-mails.
4-2 The General Assembly will be held at least once a year and be convened by the President. An Extraordinary General Assembly will be convened by the President in the event of a request from at least one quarter of the members of Colleges 1 and 2 who are entitled to vote, hereinafter referred to as ‘the eligible electing parties’ and in accordance with the conditions laid down in Article 4.4.
The General Assembly represents the members of each of the Colleges 1, 2, 3, 4 and 5 of the Federation. Within the scope of the powers conferred on it by the legislation and by these statutes, the decisions taken at the General Assembly are binding for all members of FEDARENE, including those absent.
The agenda is fixed by the Board of Administration.
The members of FEDARENE will receive formal notice of the meeting of the General Assembly, by e-mail or by letter, at least 15 days before the date of the General Assembly.
4-3 The General Assembly rules on all matters concerning the operation of the Federation and, in particular:
4-4 A quorum of the General Assembly is fixed at two-thirds (rounded down) of members who are entitled to vote, whether they are present or represented.
In order to be valid, all decisions taken at the General Assembly must be passed by simple majority; only votes ‘for’ and ‘against’ will be taken into account. Where the number of votes against a motion equals the number for, the President shall have a casting vote.
A secret ballot may be requested either by the Board of Administration or by one quarter of members entitled to vote.
College 1 and College 2 are the Eligible electing parties:
4-5 The minutes of the meetings of the General Assemblies will be kept in a minute book available to all members at the registered office. The minutes, as well as the reports presented in the General Assembly, shall also be distributed to all members of the Federation.
4-6 The members of the association can participate remotely in the general assembly thanks to electronic means of communication made available by the association. Members who participate in this way in the general assembly are considered present at the place where the general assembly is held for the respect of the conditions of presence and majority. The Board of Administration may define the manner in which it is established that a member participates in the general assembly by means of electronic communication and can therefore be considered as present.
The association must be in a position to control, through the electronic means of communication used, the quality and identity of the member. The means by which the quality and identity of the person wishing to participate in the assembly are controlled and guaranteed are defined by the Board of Administration.
The use of the electronic means of communication may be subject to additional conditions set by the Board of Administration for the sole purpose of guaranteeing the security of the electronic means of communication.
For the application of paragraph 1 above, without prejudice to any restriction imposed by or by virtue of the law, the means of electronic communication must at least enable the members, in a direct, simultaneous and continuous manner, to take note of the discussions within the meeting and, as regards the members having the right to vote, to exercise the right to vote on all matters on which the meeting is called upon to decide.
The notice convening the general assembly shall contain a clear and precise description of the procedures laid down in the articles of association or established pursuant to the articles of association relating to remote participation in the general assembly.
The minutes of the general assembly shall mention any technical problems and incidents that have prevented or disrupted electronic participation in the general assembly and/or voting.
5-1 The members of the Board of Administration are elected by the General Assembly, in separate ballots, in accordance with the provisions of Article 4-4.
The Board of Administration is composed of at least 12 members and a maximum of 20 members: a President, a Secretary General, Vice-Presidents, a Secretary and a Treasurer. The position of Treasurer or Secretary can be held by one of the Vice-Presidents.
The President is the political representative of a member of College 1, with a political mandate and a field of competences relating to energy and/or the environment; or if such a person is not available, the President is a person representing a member of college 1 nominated (and thus recallable) by his/her relevant political body. The Secretary General is chosen amongst the members of College 1.
The other members of the Board of Administration, between 10 and 18 members are chosen from among the members of College 1 and College 2.
In order to avoid the concomitance of the election of President and Secretary General, the election of each has to take place with at least one year’s interval between them. The mandate given to each of the members of the Board is for 3 years and may be renewed without any limit. Exceptionally, the first mandate of the Secretary General is for two years.
It is up to each member appointed to a Board of Administration function, with the exception of the President, to designate his/her representative. The representative must hold, as a minimum, the position of director of the organisation or hold a formal mandate.
The mandate of Administrator is granted to the members of Colleges 1 or 2 in service.
The President and the members of the Board of Administration are elected and dismissed by the General Assembly.
5-2 In the event that a position on the Board of Administration becomes vacant during its term of office, the Board of Administration will fill the vacant post with a substitute, as soon as possible, while awaiting the election of a successor by the General Assembly at its next meeting.
5-3 Meetings of the Board of Administration are convened by the President, at least twice a year. The President may give a mandate to the Secretary General or one of the Vice-Presidents to act on his behalf. The administrators of the federation will receive formal notice of the meeting of the Board of Administration, by e-mail or by letter, at least 15 days before the date of the meeting.
5-4 The Board of Administration takes its decisions by simple majority. A quorum is fixed at half (rounded down) of the members of the Board of Administration, whether they are present or represented. In the event that the number of votes against a motion equals the number of votes for, the President will have the casting vote.
Any member of the Board of Administration can give a mandate to another member of the Board of Administration to act as his representative. However, no representative may have more than one mandate vote in addition to his/her own. Without prejudice to what is stated before, a representative may, however, have more than one mandate for an act for which a public official or ministerial officer takes part.
Mandates will only be given in writing, including by e- mail.
5-5 The Board of Administration exercises all of its management and administrative powers, subject to the attributions of the General Assembly. It is empowered to:
5-6 The members of the Board of Administration cannot receive any payment concerning the duties with which they are entrusted.
5-7 The Board of Administration may meet by telephone or video conference, provided that all participants in the meeting can communicate directly with each other. Administrators who participate in this manner in a meeting of the Board of Administration shall be considered present.
6-1 The President will represent the Federation at political events. The President may give a mandate to the Secretary General or one of the Vice Presidents to act on his/her behalf.
6-2 The President shall be elected by the General Assembly for a period of three years – a term which is renewable.
6-3 It also falls to the President to convene the meetings of the Board of Administration and the General Assembly over which he presides. The President may give a mandate to the Secretary General or to one of the Vice Presidents to act on his/her behalf.
6-4 People or organisations whose activity is linked to those of FEDARENE may be invited by the President to meetings of the Board of Administration or the General Assembly as observers whether on his/her initiative or at their own request. There will be no permanent nature to the invitation.
6-5 On the proposal of the Secretary General and following discussion, the President takes on and dismisses Federation staff.
6-6 The President can delegate all or certain of his/her powers to the Secretary General.
7-1 The Secretary General is appointed under the President. He/she is responsible for the ongoing management of the Federation. These responsibilities include:
7-2 The Secretary General represents the Federation in all civil actions:
7-3 The Secretary-General may delegate any or all of its powers to a delegate who must belong to College 1.
The Vice-Presidents are elected by the General Assembly, by separate ballot, for a term of three years, which is renewable.
Their duties are laid down in the Internal Regulations.
The Treasurer is responsible for managing the finances. He/she is, in particular, responsible for keeping the accounts for which he/she is answerable to the Board of Administration and the General Assembly. The accounts cover the period from 1 January to 31 December each year and are approved before 30 June of the following year. The annual accounts of the non-profit international association, established according to the Code of Companies and Associations, will be handed in to the “Greffe du Tribunal de l’entreprise”, each year.
The Secretary is responsible for the drafting of the minutes of the meetings of the Board of Administration and the General Assembly, as well as their entry in the various minute books kept for this purpose.
11-1 The funds of the Federation are composed of:
Payments for services rendered. These services are required to remain within the framework of the activities of the Federation; activities which are not for profit.
11.2 Membership of FEDARENE is subject to payment of an annual subscription calculated on the basis of the formulas described below, by college and detailed in the Internal Regulations:
The minimum and maximum subscriptions for the colleges 1, 2, 3 and 5 are determined by the Internal Regulations.
Membership fees will be approved by the General Assembly in accordance with Articles 4-4.
11-3 The assets of the Federation stand as sole surety for the commitments made in its name and none of its members shall be held responsible.
The Board of Administration may delegate the daily management to one or more members of the Board of Administration, who will then be called “deputy administrator(s)” or to one or more other person(s), who is/are not a member of the Board of Administration, who will then be called “daily management deputy(-ies)” as well as the representation of the association with regard to this management. The deputy administrators and the daily management deputies may act alone, even if there are several of them.
The Board of Administration is responsible for the supervision of the deputies above.
The daily management deputy(-ies) or deputy administrator(s) are appointed for a maximum term of three years. These appointments shall be made with the same majorities of presence and votes as those laid down in Article 5-4 of the statutes.
Their duties shall terminate upon death, resignation, civil incapacity, revocation or expiration of their mandate. The decision to dismiss them shall be taken by the Board of Administration by the same majorities of presence and votes as those set out in Article 5-4 of the statutes.
Daily management includes both acts and decisions that do not exceed the needs of the association’s daily life and acts and decisions which, either because of the minor interest they represent or because of their urgency, do not justify the intervention of the Board of Administration.
TITLE 3: MODIFICATION TO ARTICLES, DISSOLUTION AND INTERNAL REGULATIONS
These statutes can be modified by decision of a General or an Extraordinary General Assembly in accordance with the conditions laid down in Article 4-4. In the event that this arises, the agenda of the meetings must make express mention thereof.
Modifications to the statutes must be submitted to the “Greffe du Tribunal de l’entreprise” and must be published in the Annexes of the “Moniteur Belge”.
The dissolution and liquidation of the Federation can only be deliberated in an Extraordinary General Assembly with a quorum of ¾ (rounded down) of the members entitled to vote, whether present or represented.
The dissolution of the Federation can only be decided with a majority of ¾ of members present or represented and entitled to vote, who are members of Colleges 1 and 2.
Should there not be a quorum for the General Assembly, convened in accordance with paragraph 1 above, a new assembly will be convened within two months. The new assembly will be able to take a decision on dissolution and liquidation irrespective of the number of members present or represented.
In the event of dissolution, one or several liquidators will be appointed, and assets and liabilities, depending on the situation, will be devolved in accordance with the law. Any assets remaining after liquidation will be employed for a disconnected purpose.
A decision for dissolution is required to be published in the Annexes of the Belgian Monitor.
The Internal Regulations lay down the details regarding the implementation of these statutes. They are adopted by the General Assembly on the proposal of the Board of Administration. These regulations come into force immediately but on a provisional basis until they have been submitted to the General Assembly for approval. When they are agreed by the latter they become final.
The internal rules of procedure will be drawn up in accordance with the provisions of the Code of Companies and Associations, without prejudice to the competence devolved in the General Assembly.
Exceptionally, decisions falling within the competence of the General Assembly and/or the Board of Administration may be ratified by correspondence. In this case, the documents destined for approval will be sent by registered letter or by e-mail with acknowledgement of receipt to the legal representatives of the members of Colleges 1 and 2.
Members then have 15 working days:
or
Votes posted after this date will not be taken into consideration.
The approval of submitted documents is shown by the endorsement “carried” and rejection by “rejected” followed by the signature of the legal representative of the active member in question.
The vote by correspondence will be recorded. The record will be sent to all members of FEDARENE.
The submitted documents will be accompanied by an explanatory note concerning the nature of the decisions that will be taken by the vote. They will have to be ratified at the subsequent meeting of the Board of Administration or General Assembly.
Requests concerning the convening of an Extraordinary General Assembly, including the reasons, will be written and sent to the President of FEDARENE. When the request represents at least one quarter of all those entitled to vote who are members of Colleges 1 and 2, as provided for in Article 4-4, the President, having informed the Board of Administration, must convene an Extraordinary General Assembly within one month of receiving the request.
Anything that is not provided for in these statutes will be governed in accordance with the provisions of the Code of Companies and Associations. In case of litigation, only the Belgian tribunals are competent.