ARTICLES OF THE ASSOCIATION
The association was formed on March 18, 2011 at the public hearing regarding the future of MEDIA programme held at the European Commission in Brussels.
Article 1 – Name
The name of the association shall be Europa International, designated a non-profit organization, which is governed by the Belgian laws.
Article 2 – Registered office
The registered office of the association is located at 88 rue Gachard Box 9, 1050 Bruxelles, Belgium. The registered office may be transferred to any other location by a decision of the board of administration.
Purpose, objectives and means
Article 3 – Purpose and objectives
The association groups the European international distributors / sales agents entities.
The primary purposes of the association is to provide a community service by:
- To represent the profession at national, international and European level to the public authorities and the institutions,
- To defend the profession’s general interests,
- To pool and share the information as well as the national and European resources necessary to protect the profession’s interests,
- To consider and examine all the issues regarding the profession,
- To seek a common position on all important matters affecting the profession,
- To develop close working relationships and networks with and among its members,
- To promote a larger circulation of the European films worldwide.
Article 4 – Means
The association may carry out all operations and conduct all activities, which directly or indirectly increase and promote its purpose and objectives. The activities of the association shall be held and maintained in the spirit of those purposes.
Article 5 – Term
The association is incorporated for an unlimited period of time.
Article 6 – Members
Membership of the association is open to either legal entity or person that accept these articles of association and the internal regulations.
The association shall be composed of at least three members.
Article 7 – Honorary member
The general assembly can award the title of honorary member to people who render or who have rendered services, which the association is informed of. This title give the person whom it is conferred upon the right to attend general assembly meetings in a consultative non-voting capacity without being obliged to pay an annual subscription.
Article 8 – Criteria
To qualify for membership, the applicant must:
- Have its registered office in one of 35 Members States of the Council of Europe fund Eurimages and be lawfully established in accordance with the laws of its country of origin,
- Have as a main activity the exportation and international distribution of long feature films,
- Be accredited by the board of administration,
- Pay the annual fee membership,
- Accept these articles of the association, the internal regulations of the association and the decisions made by the association during the time of membership and, in case of resignation or exclusion, until six months following those decisions,
- Be committed to exercise his professional activities by respecting legislation and regulations.
Article 9 – Proceeding
Any application for membership shall be sent to the board of administration with all necessary documentation evidencing that the applicant fulfils the membership requirements.
The admission of applicant is made by the board of administration with a simple majority of the votes cast.
The decision of the board of administration to admit or not the applicant shall be under no obligation to justify its decision.
Resignation and expulsion
Article 10 – Resignation
Any member may resign from the association at any time by registered letter addressed to the board of administration.
Article 11 – Expulsion
The general assembly decides expulsion of members with a majority of two-thirds of the votes cast.
Any member may be expelled for any of the following reasons:
- fail to meet its financial obligations after a notice sent within a period of one month,
- not fulfilling the conditions for membership anymore,
- not abiding by the decisions of any body of the association,
- not abiding by the articles of association or the internal regulations,
- judicial liquidation,
- when any of its acts is contrary to the interest and the values of the association in general,
- for a serious misconduct.
Article 12 – Temporary exclusion
Temporary exclusion occurs through unanimity of the board of administration. Final exclusion of a member can occur through approval by two-thirds majority of the general assembly.
Article 13 – Liability
A resigning / expulsing member will remain liable for its financial obligations to the association until the end of the financial year during which its resignation / expulsion took place.
Article 14 – Members are required to pay an annual membership fee.
The association’s activities shall be funded through the use of annual membership fees charged to the members who take part in the association.
The annual contribution due the association by its members is fixed by the board of administration and passed by the general assembly. The annual fee may be revised by a decision of the board of administration, to be passed by the general assembly.
The amount of fees per membership can be above four thousands of Euros.
Article 15 – Composition
The general assembly shall consist of all members of the association.
Article 16 – Powers
The general assembly shall be the supreme authority of the association. The general assembly determines the overall orientation of the association’s politic.
The following powers are restrictively reserved to the general assembly:
- amendments to the articles of association;
- nomination and dismissal of the board of administration;
- approval of the annual accounts, the annual report, the budget, the membership fees and any other form of financing;
- expulsion of a member;
- dissolution and liquidation of the association.
Article 17 – General assembly’s meetings
An annual general meeting is held once a year.
An extraordinary general meeting can be called if the board of administration or one fifth of the members of the association request it.
Article 18 – Resolutions and decisions
Members have the right to take part in the meetings of the general assembly, to voice their opinion and to vote.
Each member has one vote and cannot hold more than two proxies in addition to his own vote.
Decisions of the general assembly shall be taken with a simple majority of the votes cast, which are present or validly represented. In case of deadlock, the president shall have the casting vote.
Decision taken by the general assembly shall be binding on all members, including those absent or dissenting.
Board of administration
Article 19 – Composition
The board of administration shall consist of at least three officers and cannot exceed eight officers, amongst whom:
- a president
- one to three vice-presidents
- one to three substitutes deputies
- a treasurer (a third party can be nominated to this specific function due to the expertise request of the field)
Article 20 – Powers
The board of administration manages the association and shall be vested with the power to undertake any act necessary or useful to achieve the purpose and objectives of the association, expect for those powers that the act of these articles association reserve to the general assembly.
Article 21 – Nomination
Officers of the board of administration are elected by the general assembly, for a period of two years renewable, with a simple majority of the votes cast, which are present or validly represented, at the annual general assembly meeting.
All members can stand for election to the board of administration.
Any officer may be expelled if he is absent and not represented to the board of administration meetings three consecutive times (apart from case if force majeure).
Article 22 – Vacancy before term
In the event that a vacancy occurs, a new officer of the board can be appointed by the board. The appointment shall be ratified at the next meeting of the general assembly. The term of office of the replacing officer of the board of shall expire at the same time as the term of the replaced member of the board.
Article 24 – Functions
The president represents and commits the association in all civil acts. He can delegate under the terms stipulated in the internal regulations. The president is the association’s spokesperson. He ensures under his responsibility the implementation of the decisions taken by the board. He can delegate the daily management with general and special powers to a general manager who can be a third party.
The vice presidents and the deputies are responsible for the performance of the president’s duties in the absence of the president. They are responsible for the program planning for the general assembly, and for the coordination of the association.
The treasurer shall prepare the annual accounts at the end of each financial year, and also issue an annual report justifying the management of the association. This annual report shall include comments on the annual accounts for the purpose of presenting the evolution of the association and the association’s activities. The annual report shall be presented to the board of administration and to the vote of the general assembly.
Article 24 – Board of administration’s meetings
Board’s meetings are held at least three times a year. The board of administration is convened each time this is necessary for the interests of the association or upon request of the president, of two officers of the board, or of one quarter of the members.
Article 25 – Resolutions and decisions
Decisions of the board shall be taken with a simple majority of the votes cast. In the case of a tie vote, the chairman of the meeting shall have a casting vote.
Article 26 – Members of the association cannot receive any payment for the duties entrusted to them.
The function of officer of the board of administration is not remunerated. Only reasonable expenses for the needs of the association and supported by appropriate receipts will be reimbursed. This must be the subject of an express decision of the president and treasurer.
Article 27 – The internal regulations regulate the functioning of the association and its bodies in general and may not conflict with the articles of the association.
The board of administration shall adopt and may amend the internal regulations / submitted to the approval of the general assembly.
The rules regarding the following points will be laid down in the internal regulations:
- meetings of the general assembly and the board of administration, related to the notice, agenda, timetable and conduct;
- admission, resignation and expulsion of members;
- decisions of the general assembly and the board of administration, related to the votes, quorums and minutes;
- financing of the association;
- daily management;
Amendments to the articles
Article 28 – Amendments to the articles of the association are made by the general assembly.
Decisions to amendments to the articles of the association shall be taken with a two-thirds majority of the votes cast, which are present or validly represented.
Article 29 – The financial year shall be January 1 through December 31 of each year. Per exception, the first year will start April 1, and will end on the December 31.
Article 30 – Any proposal to dissolve the association shall only be valid if proposed by the board of administration or one third of the general assembly. In the event that the association is dissolved, the general assembly shall decide by a simple majority of the votes cast on the appointments, powers and remuneration of the liquidators, the methods and procedures for the liquidation of the association and the destination to be given to the net assets of the association. The net assets of the association will have to be allocated to a non-profit purpose.