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EPA By-Laws

 

 

Article 1

Preamble

The General Assembly of 29 November 2014 hereby creates the By-laws of the Association in order to ensure fair treatment and transparent governance within the framework of the Statutes registered in the Moniteur Belge.

 

Article 2

Name, Acronym and Logo

Name of the association: European Parents’ Association

Official acronym: EPA

Official logo:

Official name in other languages:

BE/FR

BE/NL

BG

CZ

DK

DE/AT/LI

EE

IE/UK

EL/CY

ES

HR

IT

CY/TR

LV

LT

LU

HU         Európai Szülők Egyesülete

MT

PL

PT

RO

SI

SK

FI

SE

IS

NO

IL

BA

 

Article 3

Applicable laws and legal status

The Association is established in accordance with the Belgian Law of 27 June 1921.

The Association’s legal status is: ‘association internationale sans but lucratif’ (AISBL)an international non-profit organisation, approved by Royal Decree.

The Association’s operations are regulated by Belgian Law.

 

Article 4

Legal Seat

The legal seat of the Association is

c/o EUCIS-LLL Rue de l`industrie 10, 1000 Brussels, Belgium

 

Article 5

Aims and mission

The mission of the Association is to work in partnership both to represent and give to parents a powerful voice in the development of policies and on all decisions at European level that have a direct effect on the life and future of children.

EPA’s aim is the promotion of collaboration between schools, parents` associations and other communities, institutions working with children and parents throughout Europe (in member states of the European Union as well as countries represented in the Council of Europe), regardless of their political, philosophical or religious convictions.

In its pursuit of this aim, EPA will not seek to make a profit but to:

–          Promote the active involvement of parents at all stages of the education and life of their children;

–          Support the advancement of parents` associations in different European countries;

–          Support the highest possible quality of educational development for all children in Europe;

–          Promote the recognition for parents of their central role as the primary educators of their children and the only persons with rights, responsibilities and duties to raise their children;

–          Support and promote the coordination and cooperation with and between diverse European level associations, networks and institutions for the purpose of pursuing EPA’s mission

–          Support and promote coordination and cooperation between the various European organisations of parents` associations to exchange experience, views and facilitate common projects drawn up and implemented by these member associations;

–          Facilitate reception and dissemination of relevant European information to member associations.

 

Membership

 

Article 6

The Association consists of

–          full members who shall be recognised parents` organisations active on national level with aims and objects consistent with those of EPA and who shall have voting right and be represented for this purpose by one of their members;

–          associate members who shall be persons, organisations or institutions who contribute through their own activities to the aims of EPA, and who shall have consultative status;

–          affiliate members who shall be emerging local, regional or national parents` organisations with aims and objects potentially consistent with those of EPA and who shall have consultative status and be represented for this purpose by one of their members;

Affiliate membership may be assigned for a period of two years after which the member might become a full or associate member as appropriate. On special request the period of affiliate membership can be extended for a maximum of 5 years.

–          honorary membership can be assigned for a period of 5 years to persons contributing to EPA’s aims and mission on European level. The honorary membership period can be extended to any length.

 

Article 7

Admission

The admission of new members shall be discussed in the General Assembly on recommendation by the Board of Directors, based on a written application and a short presentation of the applicant in person. Admission will require adherence to EPA’s Statutes, payment of the relevant annual membership feeand the existence of a relevant statutes which governs the prospective member’s activities in its own country. In case a new member is admitted at the first General Assembly of the year, its membership fee for the given year is due right after admission. If a member is admitted at the second General Assembly of the year, it first pays membership fee in the year after admission.

Article 8

Rights and duties of members

It is the right of all members regardless their membership category

–          to participate at EPA activities at a reduced fee – 3 representatives of each full member, 2 representatives of each associate member and 1 representative of each affiliate member

–          to receive regular information about the activities of EPA, the Board of Directors and all relevant issues concerning parents on European level

–          to disseminate information and seek professional support from EPA or its members concerning issues of their own national interest

–          to disseminate information received from EPA to their members and partners

It is the duty of all members regardless their membership category

–          to pay the relevant membership fee on time

–          to send updated information annually and on request to ensure the flow of information

–          to disseminate relevant information received from or through EPA to parents in their national language

It is the right of full members only

–          to vote at the General Assembly by their representative or by proxy given to another full member

–          to nominate candidates for the board

–          to receive information on request about the financial situation and operations of EPA

It is the duty of full members

–          to ensure the safe operations of EPA by regularly participating at General Assemblies or giving proxy to another full member

Article 9

Resignation, Expulsion, Suspension and Dormant Status

The expulsion of members may be decided by the General Assembly if the membership fee remains unpaid one year after it fell due or if members lose the qualifications which initially entitled them to membership in case the member has not asked for a dormant status.

Any member who ceases to belong to EPA shall have no claim on the funds of EPA.

The members of EPA may resign at any time by sending a letter to the EPA Board. In case a member resigns after the notifications or invoices for their annual membership fee was issued, the member still has the duty to pay the membership fee.

Dormant status can be granted to a member for a maximum of 4 consecutive years by written request addressed to the General Assembly offering a reasoning behind the request. Dormant members will have the general right of members except the possibility to participate at EPA events for a reduced fee. Dormant members will also have the general duties of members.

 

Organisation

Article 10

Organisational Structure

The main decision making body of the Association is the General Assembly, the meeting of all full members. The General Assembly should normally meet twice per year, presided over by the President of EPA preferably at a place in the country currently holding the Presidency of the European Union or, if not possible another place approved by the Board.

In between two General Assemblies the Association is managed by the Board of Directors. The Association’s official representative is the President who shall be a member of the Board, elected separately.

The Board of Directors is entitled to hire staff within the framework of the annual operating budget and the respective project budgets. The staff answers to the President or the Board member assigned.

General Assembly

Article 11

Procedures

Notice of the regular General Assembly twice a year shall be communicated in writing by email by the Board, using the official e-mail addresses provided by members on the member’s form or other official communication. Notice of the meeting shall be given at least two months in advance of the date set and the agenda and papers shall be sent at least one month prior to the date specified for the meeting.

The first regular General Assembly of the year is held at a date when the financial and activity reports for the previous year can be discussed and approved. The second General Assembly of the year is to be held at a date suitable to approve the Working Programme and Budget for the next year.

A Special General Assembly may be convened by the Board at any time or within two months of a written request of at least five full members from five different countries, addressed to the Presidentor his/her deputy, mentioning the agenda. If the Board fails to execute this request within two months a Special General Assembly can be convened by these five full members. They shall indicate the agenda in the invitation to the meeting which shall be sent at least two months prior to the date specified for the meeting.

Voting and decisions can be made only for items listed in the agenda circulated in advance of the meeting. Such decisions shall be brought to the attention of all members after the meeting. Papers for decisions that are distributed to members in advance will not be printed and distributed at the General Assembly again.

Minutes of each meeting shall be drafted and transcribed in the book of minutes and signed by the President and the Secretary and held at the disposal of the members.

Article 12

Scope

The General Assembly has all the powers necessary for the achievement of the aims of EPA.

It alone has the necessary powers:

–          to amend the Statutes;

–          to make or amend by-laws as appropriate;

–          to fix the level of membership fees;

–          to elect, to receive the resignation of, or to  dismiss the members of the Board;

–          to approve budgets and accounts;

–          to give discharge to the members of the Board

–          to appoint independent examiners;

–          to dissolve the Association;

–          to admit or expel member associations;

–          to decide the policy of the EPA.

 

Article 13

Decision Making

Each full member shall have one vote in the General Assembly.

Each full member shall be represented by an individual who is appointed by his or her association and who shall hold a written proxy from their organisation. The proxy can also be given via the annual Member’s Form or communication by e-mail by the official representative of the member.

Full members who could not attend the meeting may give a proxy to be delivered to the President before the meeting. The proxy can only be given the representative of a voting member. No voting member is entitled to hold more than 3 proxies at a time.

A full member whose membership fee has not been paid in advance of the second annual General Assembly shall not be permitted to vote and their vote shall not be taken into account in any decision on quorum or voting proportions.

Decisions at General Assemblies shall be made by a simple majority of the combination of the votes (abstentions will not be taken into account) of those full members present or represented by proxy.  In the instance of the dismissal of members of the Board, the amendment of this Statutes or the dissolution of EPA, a majority of two-thirds of all the allocated votes is required, subject to a stronger majority required by law (abstentions being taken into account).

 

Decisions are made by an open vote except for elections. Elections can also be done by an open vote if 100% of the members present give their consent to that. Any three members can ask for a secret or a one-by-one vote in cases of special sensitivity in case it is decided by simple majority of the General Assembly.

Article 14

Quorum

At the General Assembly, a quorum for valid decisions shall be if half the votes of the full members are represented either in person or by proxy, except in the instance cited in Article 11 of this By-Laws.

The Quorum is acknowledged by the Chair of the General Assembly to be assigned by the decision of the Board of Directors.

Board of Directors

Article 15

Composition

EPA is managed by a Board of Directors or Board.

The General Assembly shall elect from amongst candidates supported and presented by the representative of a full member a President and maximum six other members of the Board. Each member of the Board and the President shall come from a different country, preferably representing the geographic and cultural diversity of Europe.

Article 16

Eligibility

In addition to statutory requirements at the time of election candidates

–       should preferably be parent of at least one child attending kindergarten or school,

–       should be actively supported by their home associations,

–       should have some experience in and beyond the national educational system and other child and parent related topics,

–       have to have knowledge and preferably some experience of EPA,

–       have to be sufficiently available to attend board meetings, EPA conferences and other EPA related activities as well as to represent EPA at external meetings in Europe when necessary,

–       must be able to understand, speak and write English in a way to interact with other EPA members and partners.

 

Article 16A
Election procedure
1. Before elections at the GA the EPA office confirms eligibility (the nominating organization is a full member with voting right, the application was sent before the deadline with all necessary info and signatures)
2. All eligible applicants are added to the voting card, including their nominating country
3. The GA can decide on an open vote by simple majority, but in general elections are by secret vote
4. A valid vote :
All proxy holders vote by putting an X next to the name of maximum the number of candidates equal to the seats open for election. In case there are two candidates from one country, the proxy holder can express a valid vote, voting for any of the candidates eligible to be elected.
If more than one candidates coming from the same country have enough votes to be elected after the vote results, then only the first in the ranking of votes, will be elected.
5. Votes are counted by a committee of three, at least one member with a proxy to vote at the GA (others can be staff or non-voting GA participants)

Article 17

Vacancies

Vacancies on the Board are to be announced to full members when communicating the time, place and agenda of the forthcoming General Assembly. It will also be communicated which countries are eligible for appointing candidates in line with Article 15 of these By-Laws.

Candidates are to send their application including an introduction of their personal and professional background as well as a work plan in line with EPA’s policy in time to be disseminated amongst those with voting right at the General Assembly.

In case there are no applicants for all vacancies or less applicants receive a majority vote than the number of vacant seats, the vacancies are to be announced again before the next General Assembly.

 

Article 18

Term of Office

A President or member will serve for a period of three years. The President and members are eligible for re-election once.  After a further period of three years a member will be eligible to be elected again.

In case a member of the Board is elected President before his/her term as member of the board is over, the presidential period is for 3 years, but eligibility for re-election for a limited time so that his/her full term does not to exceed 6 years.

All Board Members shall bear the title of Vice President. The Board will elect from amongst the Vice Presidents a Treasurer and a Secretary.

Board membership is a personal appointment and for a limited period only. In order to ensure the secure operations of EPA, once elected a President or member of the Board will remain in office even in case the association originally supporting him/her ceases to be a full member of EPA.

Article 19

Representation

All agreements which commit EPA will be signed by at least two members of the Board, nominated by the Board for that purpose. In case some commitments are due to be signed by one responsible person only (normally the President) in representation of EPA, the Board will authorise the aforementioned person on a separate sheet or by Board decision.

The Board may, for a time or in general way, delegate some or all of its powers to one or several of its members.

Legal actions, whether as plaintiff, or as defendant, will be overseen and pursued by the Board, represented by its President or one of its members nominated by the Board for this purpose.

Article 20

Duties and Functions of the Board

The Board shall have the necessary powers to administer and manage the Association, subject to those matters reserved to the General Assembly.

Matters which are the particular responsibility of the Board include:

–          summoning the General Assembly;

–          organisation of the Association;

–          drawing up any necessary by-laws;

–          collection of membership fees and the acceptance of legacies, gifts, donations, etc.;

–          drawing up the Annual Report and Accounts for  presentation to the General Assembly;

–          decision on entering into alliances, platforms, projects within the framework of the Working Programme and the Budget,

–          establishment of appropriate committees or working groups

–          representing EPA.

 

The Board shall maintain appropriate accounting information, minutes of meetings and a register of member associations.

 

The Board is entitled to decide on entering into partnerships and to apply for projects grants as long as it does need a change of the operating budget accepted by the General Assembly.

 

The Board is responsible for the organisation and professional content of conferences organised by and communications issued by EPA. The Board is required to organise regular communication towards and amongst its members by maintaining a website, publishing regular newsletters in electronic format and other means.

 

Board members do their work on a voluntary basis and are not entitled to receive a fee for their activities. Board members are entitled to be fully reimbursed according to Article 34 of these by-laws for all direct costs occurring in connection with their activities as Board members.

 

Any Board member has the right to receive contractual fees as staff cost from the Association for work done that exceeds his/her duties as Board member, especially when taking part in a project of the Association.

 

Article 21

Decision-Making

Every issue may be determined by a simple majority of the votes cast at a meeting but a written or electronic resolution signed by all the Board is as valid as a resolution passed at a meeting in person (and for this purpose the resolution may be contained in more than one document and will be treated as passed on the date of the last signature). Should two Board members exercise a veto on a written or electronic decision then the Board must meet in person.

 

A procedural defect of which the Board are unaware at the time does not invalidate decisions taken at a meeting.

In case of an equal number of votes resulting from a vacancy in the Board or an even number of total votes resulting from a board member being excused or absent, the vote of the president has a decisive power.

On request minority votes are to be recorded in the minutes of the Board meeting.

Article 22

Press Statements

All press statements issued on behalf of the Board should be approved by a simple majority vote of the Board. The President and Vice Presidents are authorised to publish press statements under their own name and title. All press statements of the Board, the President and the Vice Presidents are to be published on the EPA website at the time of publication.

Article 23

Meetings

The Board will meet at least twice per year in person. Meetings in person should be organised before the General Assemblies and before or after other EPA event, at the place of the event if possible.

A meeting of the Board may be held either in person or by suitable electronic or telegraphic means agreed by the Board in which all participants may communicate with all the other participants. Voting by e-mail is also valid in case of urgent matters. In real urgent cases not sending a vote against a proposal within 24 hours is to be considered a supportive vote.

 

Article 24

Quorum

The quorum of the Board shall be of half of its members.

 

Article 25

Resignation

Any member of the board may resign by written notice addressed to the President. The resigned Board member remains responsible for Board decisions made during his/her term until discharge is given to the board by the General Assembly.

In case of a resignation the vacancy is to be announced at the next General Assembly with the prospect of a full term on the Board.

Article 26

Removal

Any member of the Board or the President may be removed from office by General Assembly in case his/her activities endanger the existence of EPA or undermines the reputation of the Association on the initiative of a minimum of three full members. The proposal for removal has to be well funded explaining for the General Assembly the nature of endangering or undermining activities in the proposal.

Auditor

Article 27

Annual Audit

The General Assembly elects an independent auditor (or an official registered auditor if required by any funding agreements) to review the accounts of the Association. The report of the Auditor is to be communicated to the first General Assembly of the year approving the reports and before giving discharge to the Board.

 

Staff and Honorary Titles

Article 28

Project Manager(s)

One or more project managers may be hired on the decision of the Board as part time or full time staff within the approved budget of the Association to support the management functions and operations of the Board and to manage projects of the Association.

Hiring or dismissing a project manager is approved by the Board. The Board decision authorises the President to enter into contract with the hired staff member and exercise all duties of employer except hiring and dismissal.

The project manager is entitled and required to take part at Board meetings, when discussing points on the agenda that are connected to the work of the project manager.

Article 29

Trainee(s)

One or more trainees may be hired on the decision of the Board as part time staff within the approved budget of the Association to support the management functions and operations of the Board.

Hiring or dismissing a trainee is approved by the Board. The Board decision authorises the President to enter into contract with the hired staff member and exercise all duties of employer except hiring and dismissal.

Article 30

Ambassador

The honorary title of Ambassador may be awarded by the Board or the General Assembly to persons supporting the operations of the Association for a maximum of one year. The term of the title may be extended by one year twice.

Presidents going out of office are automatically nominated for the title of Ambassador for one year at the General Assembly when his/her term is over. The former president as Ambassador is required to support the activities of his/her successor to ensure smooth transition.

Ambassadors may receive reimbursements for their direct costs on the basis of an individual joint decision of the President and the Treasurer.

Article 31

Hiring and Dismissal

Hiring and dismissal is the right of the Board. The General Assembly may approve decisions concerning hiring and dismissal of staff. The Board is not entitled to override a hiring or dismissal decision by the General Assembly.

 

Resources

Article 32

Budget and Financial Reporting

Every year the Board shall submit the Accounts, Budget and the Report of the independent examiners for approval of the General Assembly at its statutory meeting.

The statutory General Assembly approves the accounts and budgets, give discharge to the Board and appoint independent examiners for the following financial year.

Article 33

Fundraising

The activities of EPA will be financed by:

–          the annual membership fees, as proposed by the Board and approved by the General Assembly;

–          gifts, donations, etc.;

–          grants from governmental or non-governmental authorities;

–          other income.

 

The Board is entitled to enter into projects, initiate projects and approve agreements of cooperation that result in additional funding for the Association under two conditions:

 

Article 34

Reimbursements

  1. Board Members are entitled to be reimbursed or directly covered for their costs related to their activities as Board Members. The costs to be reimbursed or covered include travel costs door-to-door, accommodation and meals. In general the costs to be reimbursed are the costs of 2nd class train, economy class flights and single rooms in a hotel.
  2. In case the costs are offered to be covered directly by EPA and a Board Member decides to choose a different setting, he/she is entitled to be reimbursed up to amount it would have cost EPA if the costs had been covered directly. Similarly if a Board Member asks EPA to arrange a more expensive flight than originally offered or askes for extra accommodation, he/she is to reimburse EPA the difference.
  3. Forms for reimbursement are introduced and used in order to make travel costs eligible for EU funding. It is the responsibility of each Board Member to properly fill and file the relevant travel form(s) and attach all necessary documents, especially tickets, invoices and boarding passes within 60 days of travel. In case a Board Member fails to fill the necessary forms or file them in time, he/she is not entitled reimbursement. In case the cost of such a trip were covered directly by EPA, the Board Member failing to provide documentation is to pay EPA back all costs within 15 days.
  4. In case a third party is offering reimbursement for the cost of an activity of any Board Member, it is the personal duty of the given Board Member to fulfil the regulations of the third party. EPA is not reimbursing a board Member for failing to provide documentation to a third party.
  5. In case of sufficient EU funding member representatives may be eligible for reimbursement of their costs of participating at EPA events. Such occasions are to be announced in the invitation stating the maximum amount to be reimbursed for travel and accommodation costs.
  6. In general public transportation is preferred on long distances. Reimbursement for car travel is only possible with previous consent of the Treasurer. In case of airport transfer, taxi is only reimbursed/covered in the following cases:- traveling before 6 am or after 10 pm- in case of a minimum of 3 people travelling together- if there is no other reasonable means of transport.

– traveling before 6 am or after 10 pm

– in case of a minimum of 3 people travelling together

– if there is no other reasonable means of transport.

Other clauses

Article 35

Liabilities

The Association as a legal entity is held responsible for any liabilities occurring during its existence.

No member is to be held responsible for any liabilities of the Association during the existence or after the dissolution of the Association.

Article 36

Fiscal Year

The financial year will run from 1st January to 31st December.

Article 37

Amendment of the Statutes and Dissolution of the Association

All proposals for the amendment of the Statutes or dissolution of the Association must come from the Board or at least three full members from three different countries.

The Board shall inform all members of the Association about the date, place and time of the General Assembly which will decide on such proposals, at least two months before that meeting.

No decision on such proposals which receives less than two-thirds of the votes of the full members, who have paid their membership fees, present or voting by proxy at the General Assembly shall be valid.

If at the General Assembly the two-thirds of the votes (or more if the quorum required by the law is higher) of the full members are not present or represented, a new General Assembly may be convened in the same way as above and this assembly shall decide at the majority of two-thirds (or more if the quorum required by the law is higher) of the full members, present or represented.

Amendments to the Statutes shall take effect after the conditions of publication, laid down in the Belgian law, have been fulfilled.

 

Article 38

Liquidation profit

The General Assembly shall decide on the procedures for the dissolution and liquidation of the Association. The net assets shall be allocated to an international association with similar aims.

About the By-Laws

Article 39

Approval and Coming into Force

The By-Laws are approved by a simple majority vote of a General Assembly and are published on the EPA website within 48 hours after approval. The By-Laws comes into force immediately after its publication.

Article 40

Validity

The present By-Laws are valid for an unlimited period of time, until it is modified or amended by a General Assembly.

The Board is required to review the By-Laws every second year after its approval and propose modifications if the structure and operations of the Association or changes to legal regulations and/or the environment make it necessary.

Article 41

Additions, Modifications and Amendments to the Articles

All proposals for the amendment, addition or modification of the By-Laws must come from the Board or at least three full members from three different countries.

The Board shall inform all members of the Association about the date, place and time of the General Assembly which will decide on such proposals, at least two months before that meeting.

Decision on additions, amendments or modifications to the By-Laws shall be made by a simple majority vote and take effect immediately after its publication on the EPA website.