Statutes

ARTICLES OF ASSOCIATION

NAME, SEAT

1. The association bears the name:
“EUROPEAN FORUM FOR DISASTER MANAGEMENT AT LOCAL AND REGIONAL LEVEL” and is referred to hereinafter as the Association,

2. The association has its official seat in Maastricht.

LEGAL STATUS

1. The Association is incorporated under Dutch law. Its organization is subject to Dutch law.

2. It does not have as its objective the making of profit for distribution among the members.

3. The Association is formed for an indefinite period of time.

4. The Association is a network of:

- towns, municipalities and regions

- national and European knowledge centres in the field of disaster management

- universities and other academic institutions

- national, cross-border associations as well as other collaborative undertakings of towns, municipalities and regions

OBJECTIVE AND MEANS

1. The objective of the Association is to inform, advise and professionalize elected officials and public servants of local and regional authorities with regard to how to act in the event of a disaster.

2. It will endeavour to achieve its objectives by legal means including:

- The establishment of a European network.

- Working together with other relevant European institutions and organizations.

- Gathering, organizing, making accessible, validating and disseminating practical expertise.

- Providing a forum in which elected officials and public servants can meet in order to exchange experiences and dilemmas with regard to disaster management at local and regional level and give each other feedback regarding their own position and role.

- Ensuring that the specific needs and interests of towns, municipalities and regions which have been hit by a disaster are recognized and taken into account in the decision-making process at European level.

- Promoting specific national legislation for the protection and strengthening of disaster management at local and regional level.

- Encouraging and supporting European collaborative undertakings between towns, municipalities and regions which have been hit by a disaster as well as supporting them in the submission of applications for European subsidies.

- Promoting and facilitating education and training sessions in the area of disaster management at local and regional level.

- Supporting and promoting risk inventorization.

- All other legal means which may be beneficial to the achievement of its objectives.

ACTIVITIES

The activities of the Association are related to its objective and include:

- Organizing relevant exchanges of elected officials and public servants.

- Establishing and maintaining a database and website for the use of members.

- Collaboration with universities, knowledge centres and other relevant institutions to promote research of relevance to the target group.

- Participating as a partner in relevant European projects.

- Setting up European projects.

- Setting up and supporting relevant work groups.

- Organizing and participating in meetings, conferences, lectures, courses, study trips and such like.

- Setting up enterprises.

- Publishing or commissioning occasional or periodic publications.

- Supporting the activities of eligible organizations.

MEMBERSHIP

1. Membership is open to towns, municipalities and regions as well as institutions and organizations from the member states of the Council of Europe and of the European Union, as well as from candidate countries.
Membership of the Association is not transferable.

2. The Association has the following member categories:

a. Working members.

The following may be admitted as working members: towns, municipalities and regions, national associations, local and regional networks as well as Euregional networks or collaborative undertakings of towns, municipalities and regions.
For the years 2005 and 2006 only, natural persons may also be working members.

b. Associate members.
Associate membership is open to all other interested parties including:

- Organizations such as associations, universities, knowledge centres and academic institutions, which are involved in disaster management in the broadest sense of the term.

- Companies which specialize in disaster management.

c. Advisory members.
These are:

- The Congress of Local and Regional Authorities of the Council of Europe (CLRAE) and other institutions of the Council of Europe.

- The Committee of the Regions (CoR) and other institutions of the European Union.

- The United Nations.

3. All members must endorse the objectives, means and activities of the Association.

4. The membership structure will be determined by the General Meeting of Members.

5. The Executive Committee will decide as to whether or not to admit full and/or associate members.
There is no appeal against the decision of the Executive Committee.

6. Associate and advisory members as well as benefactors enjoy no other rights and obligations than those conferred and imposed upon them by these articles of association.

7. In addition to the other rights conferred upon associate and advisory members by or pursuant to these articles of association, they are also entitled to attend the activities
organized by the Association, for which they have received a notice of convening or invitation. They do not enjoy the right to vote.

8. The Executive Committee will keep a register in which the names and addresses of all members, honorary members, associate and advisory members are contained.
Changes of address must be communicated to the Executive Committee in writing.

TERMINATION OF MEMBERSHIP AND SUSPENSION

1. Membership is terminated:

a. by termination of membership by the member.
Notice of termination of membership by a member must be submitted in writing to the general secretary.

b. By termination of membership on behalf of the Association. This may occur in the cases mentioned in these articles of association, or when a member has ceased to comply with the requirements for membership stipulated in the articles of association, if he or she fails to comply with his or her obligations with respect to the Association, or if the Association cannot reasonably be expected to allow membership to continue.

c. By expulsion. Expulsion may only take place if a member acts in contravention of the articles of association, Standing Orders or resolutions of the Association, or has prejudiced the Association in an unreasonable way.

d. In the case of natural persons, through death.

e. In the case of legal persons, by dissolution. In the event of the merger of a legal person, membership will be passed on to the acquiring legal person. In the event of a division of a legal person, the membership will pass to the legal person with respect to whom the deed of division is drawn up.

f. As a result of the member no longer complying with the requirements for membership as stipulated in article 5.

2. Termination of membership on behalf of the association or expulsion will be implemented by the Executive Committee.

3. Termination of membership by the member or by the association may only take place at the end of an association year and with due observance of a notice period of twelve months. Membership may be terminated with immediate effect, however, if the Association cannot reasonably be expected to allow membership to continue.

4. In the event of a termination of membership in violation of the provisions of the previous section, the membership will be terminated at the earliest possible permitted date, following the date on which notice of termination was given.

5. This notwithstanding a member may terminate his or her membership within a month of learning or being notified of a resolution by which the obligations of the members have been augmented, to avoid this being applied to him or her. This does not apply with respect to resolutions whereby the obligations imposed on members of a financial nature are augmented.

6. The member concerned will be notified in writing by the Executive Committee of a resolution to terminate his or her membership on behalf of the Association and of a resolution to expel at the earliest possible opportunity with a statement of the reasons for said resolution and with notification of the opportunity for appeal referred to in section 7 of this article.

7. The member concerned may appeal to the general meeting within one month after receipt of the notification of the resolution. During the period for appeal and pending the appeal the member will be regarded as suspended.

8. If membership terminates in the course of an association year, the annual contribution is still payable in its entirety, unless the Executive Committee decides otherwise on a case
by case basis.

9. A member may be suspended by the Executive Committee, if the member:

- Acts in contravention of the articles of association, Standing Orders or resolutions of the Association, or prejudices the Association.

- Continues in default with regard to payment of the contribution due to the Association despite a warning.

10. A member who has been suspended loses all rights relating to membership for the duration of the suspension, but remains subject to the obligations incumbent upon him or her with regard to the Association.

FINANCIAL RESOURCES

1. The financial resources of the Association consist of:

- the annual contribution of the members

- subsidies and donations

- sponsorships

- endowments, testamentary dispositions and legacies

- revenues from assets or labour

- other income.

2. The annual contribution will be determined by the General Meeting of Members subject to a proposal from the Executive Committee.

3. In special cases the Executive Committee is authorized to grant an entire or partial exemption of the obligation with respect to the payment of a contribution.

EXECUTIVE COMMITTEE: COMPOSITION, APPOINTMENT AND DISMISSAL

1. The Executive Committee is composed of seven natural persons, being:

- a president, and

- six members with a political mandate by a working member.
The president will be elected by the General Meeting of Members for a period of two years. He or she may be re-elected.
The other Executive Committee members will be elected by the General Meeting of Members for a period of two years, taking into account as far as possible the need for a balanced geographic distribution. Resigning Executive Committee members may be re-elected.

2. At least two advisors will be added to the Executive Committee, namely:

- A representative of the Congress of Local and Regional Authorities of the Council of Europe (CLRAE).

- A representative of the Committee of the Regions of the European Union (CoR).
In addition to the two aforementioned advisors, the Executive Committee may appoint one or more other advisors under the Management Regulations which it will draw up at a later date.
The rights, obligations and powers of the advisors, as well as their mode of working will be set out in more detail in the Management Regulations to be drawn up by the Executive Committee.
These advisors do not enjoy a voting right.

3. The Executive Committee will choose a vice-president, secretary and treasurer from among its number. The latter two functions may be performed by one person.

4. Even when an Executive Committee member is appointed for a particular period of time, he or she can be dismissed or suspended by the general meeting at any time. A suspension which is not followed within three months by a dismissal resolution terminates by law at
the expiry of that period.

5. Each Executive Committee member will periodically resign according to a resignation rota to be drawn up by the Executive Committee. The resigning committee member may be re-elected at any time. A committee member who is appointed to an interim vacancy, will take the place in the rota of his or her predecessor.

6. Membership of the Executive Committee terminates:

a. If the membership of the Association is terminated, unless the Executive Committee member concerned was appointed from outside the members.

b. By resignation of the Executive Committee member concerned.

c. By death.

d. By the loss of the right to dispose over his or her own property, including bankruptcy, application for a suspension of payments, being placed in receivership and being put under controlled administration.

POWERS OF THE EXECUTIVE COMMITTEE

1. In addition to the stipulations of these articles of association the Executive Committee is charged with the management of the Association and is responsible for the registration of the Association in the Company Register of the Chamber of Commerce pursuant to article 29 Book 2 of the Civil Code.
The Executive Committee will meet at least once a year.

2. In the event that the number of Executive Committee members falls to below the minimum stipulated in these articles of association, the remaining Executive Committee is still authorized to manage the association. In this event, the Executive Committee is required to place the vacancy(ies) on the agenda of a general meeting as soon as possible after this occurs, and at the latest at the next ordinary general meeting.

3. The Executive Committee is authorized under its own responsibility to have certain components of its task implemented by committees to be appointed by the Executive Committee.

4. The Executive Committee is not authorized to decide to enter into agreements for the acquisition, disposal and encumbrance of register-bound goods, unless the resolution is made by unanimous vote of all serving members of the Executive Committee.

5. The Executive Committee is not authorized to decide to enter into agreements whereby the Association commits itself as guarantor or joint and several debtor, warrants performance by a third party or undertakes to provide surety for the debt of a third party, unless the resolution is made with by unanimous vote of all serving members of the bureau.

6. Testamentary dispositions may only be accepted with the benefit of inventory.

7. The Association will be represented at law and otherwise by:

a. the Executive Committee

b. the president or his or her deputy together with the secretary or his or her deputy.

8. The Executive Committee may authorize one or more Executive Committee members or third parties to carry out those transactions stipulated in the authorization document.

RESOLUTIONS OF THE EXECUTIVE COMMITTEE

Except in cases in which these articles of association provide otherwise, all resolutions by both the Executive Committee and the General Meeting of Members are to be made by absolute majority of the votes cast, which means the first number above half of the validly cast votes.

GENERAL SECRETARY

1. The general secretary will be appointed by the Executive Committee for a period of five years. He or she may be reappointed.

2. The general secretary will manage the secretariat.

3. The general secretary will be responsible for the implementation of the resolutions of the Executive Committee and the General Meeting of Members. He or she will participate in the Executive Committee and the General Meeting of Members with an advisory voice and will draw up the minutes of the meeting.

4. The general secretary will carry out his or her function under the authority of the president, who represents the Executive Committee with respect to him or her.

GENERAL MEETING OF MEMBERS

1. All powers of the Association not conferred to other bodies by law or by these articles are vested in the general meeting, also referred to as the members’ meeting.

2. A general meeting – the annual meeting – will be held no later than six months after the end of the association year, except in the event of the extension of this period by the members’ meeting. At the annual meeting the following items must be included on the agenda:

a. The annual report and the rendering of account with the report of the external expert or financial committee.

b. Discharging the Executive Committee with respect to its liabilities.

c. The appointment of a financial committee for the following association year, if necessary.

d. Filling vacancies, if applicable.

e. Proposals of the Executive Committee or the members, indicated in the notice of convening for the meeting or a supplement to this issued in good time.

3. The General Meeting of Members will be convened by the president at least three weeks before the day of the meeting with notification of the topics to be considered. The president is further obliged to convene a general meeting within a period of no longer than four weeks at the request of at least ten per cent of the total number of vote-holding members.

4. If the request has not been acted upon within fourteen days, the petitioners themselves may proceed to the convening of a general meeting in accordance with the provisions of these articles of association or the law.

5. All working, associate and advisory members of the Association who have not been suspended may attend the general meeting. A suspended member is entitled to attend the meeting in so far as this concerns the deliberations upon the resolution to suspend, and is authorized to address the meeting with regard to this matter.

Legal persons will be represented at the meeting by an Executive Committee member who has been authorized to do so or by a natural person with sufficient authorization. If a number of Executive Committee members have been jointly authorized they will authorize one person to represent the legal person in question.

The general meeting will decide with regard to the admission of persons other than those mentioned in this section.

6. Each working member of the Association enjoys one vote in so far that he or she has not been suspended. A member may cast his or her vote through another member who has been authorized in writing to do so.

A member may not cast more than three proxy votes.

7. The president of the Executive Committee presides over the meetings of the Executive

Committee and the General Meeting of Members. In his or her absence the vice-president will preside. If the latter is also absent, the Executive Committee members present will arrange for the presidency of the meeting. Until they do so, the meeting will be presided over by the Executive Committee member who is oldest in years. If no Executive Committee members are present, the meeting will arrange for its own presidency.

8. Full and detailed minutes of the matters dealt with in each meeting will be kept by the secretary or another person appointed by the president to do so, which will be confirmed and signed by the president and the minute taker. Those calling the meeting may have a notarial record made of the matters deliberated upon. The members will then be notified of the content of the minutes or of the notarial record in writing within three weeks.

RESOLUTIONS OF THE MEMBERS’ MEETING

1. In so far as these articles of association or the law does not stipulate to the contrary all resolutions of the general meeting will be taken at least by absolute majority of the validly cast votes. Absolute majority means here the first whole number above half of the validly cast votes. Blank votes are invalid.

2. In the event of a tied vote other than with regard to appointment of persons the proposal will be deemed to have been rejected.

3. If in voting with regard to the appointment of persons none of those nominated achieves the required majority, a second free vote will be held. In the event of a binding recommendation these votes will be held between the candidates nominated. If no one then achieves an absolute majority, a re-vote will be held between the two persons who have received the most votes in this second vote. If more than two persons are eligible to stand as candidates in the re-vote, an interim vote will decide which two persons will stand in the re-vote, should this be required and thereafter, if necessary, lots will be drawn. The candidate who receives the most votes in this re-vote will be chosen. If there is a tie in the re-vote, the successful candidate will be determined by the drawing of lots.

4. The president’s decision at the meeting on the result of a vote will be final and binding. The same will apply to the contents of an adopted resolution insofar as this arises out of an unwritten proposal.

5. If, however, the correctness of the decision referred to in the fourth section is challenged immediately after its pronouncement, a new vote will be taken, if so desired, by the majority at the meeting or, if the original vote was not taken per capita or on a poll, by someone present who was entitled to vote. The result of the original vote will no longer be legally valid after the result of this new vote is known.

6. Voting on agenda topics will be oral, and voting with regard to persons written, unless the president of the meeting determines otherwise without objection from one or more members. Written votes will be cast by unsigned, closed voting slips.

7. A unanimous resolution of all members has the same force as a resolution of the general meeting, even if the members are not convened to a meeting, provided that this is taken with the prior knowledge of the Executive Committee.

8. As long as all members of the Association are present or represented at a general meeting, valid resolutions can be adopted by unanimous vote on all subjects brought up for discussion, including those relating to the amendment to the articles of association, merger or dissolution even if no convening has taken place or if any other of the formalities prescribed for the convocation and holding of meetings have not been complied with.

FINANCIAL ADMINISTRATION

1. The association year and the financial year of the Association will coincide with the calendar year.

2. The Executive Committee will keep such notes in respect of the financial position of the Association as enable its rights and obligations to be ascertained at any time.
The treasurer is obliged to inform the Executive Committee immediately if, for whatever reason, the Association is unable to meet its financial obligations.

3. The Executive Committee will make its report at the annual meeting and, on submission of a balance sheet and a statement of income and expenditure, will render account of its governance in the completed financial year. After expiry of the period each member may carry out this rendering of account on behalf of the Executive Committee.
Each year, the Executive Committee will prepare a budget for the next financial year three months before the end of the financial year in progress.

4. The Executive Committee is required to keep the records referred to in the sections 2 and 3 for seven years.

FINANCIAL COMMITTEE

1. Each year, if no external expert has been appointed to fulfil this task by the general meeting, the meeting will appoint a committee of at least two persons from among the members, who may not form part of the Executive Committee. The committee will audit the rendering of account of the Executive Committee and present a report of its findings to the general meeting.

2. If the audit of the rendering of account requires particular accounting knowledge, the auditing committee may call upon the assistance of an expert to be paid for by the association. The Executive Committee is required to furnish the committee with the information it requires and if so desired to show the committee the cash and assets and to allow its members to inspect the books and records of the Association.

3. The committee’s mandate may be revoked at any time by the general meeting, but only on the appointment of another committee.

LANGUAGES

1. English is the official language of the Association

2. In as far as its finances permit, the Association will endeavour to hold its meetings in the five official languages of the Council of Europe

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

1. No changes may be made to the articles of association of the Association and no decision may be taken with a view to legal merger or division except by a resolution of the general meeting, convened with the notification that in said meeting amendment of the articles of association, merger or division is to be proposed.

2. When a general meeting is convened to deliberate upon a proposal for amendment to the articles of association, merger or division, a copy of the proposal containing the exact text of the proposed amendment or the merger or division proposal must be made available for inspection by the members at a suitable location at least one month before the meeting and until the close of the day on which the meeting is to be held. In addition to this, a copy as mentioned above is to be sent to all members together with the convening letter.

3. The provision of the first two sections of this article do not apply if all members are present or represented in the general meeting and the resolution regarding amendment to the articles of association or merger is adopted by unanimous vote.

Any amendment of the articles of association will only take effect after a notarial deed of amendment has been executed. Each committee member is individually authorized to have such a deed executed and registered with the Chamber of Commerce

DISSOLUTION

1. The Association may be dissolved by:

a. A resolution of the general meeting. The provisions of sections 1 to 4 (inclusive) of the preceding article also apply to decision-making in this regard.

b. In the event of insolvency after bankruptcy has been declared, or the lifting of involuntary liquidation due to the state of the assets and liabilities.

c. By court order where the law so requires.

d. In the event of a complete absence of members.

2. Liquidation is subject to the provisions of article 19 and following of Book 2 of the Civil Code.
The surplus after liquidation will revert to those who were members at the time of the resolution to dissolve. Each of them will receive an equal share. In the event of a resolution to dissolve the surplus may however be put to another use.

STANDING ORDERS

1. The general meeting may establish Standing Orders subject to a proposal from the Executive Committee.

2. These will automatically include all those resolutions which this meeting may need to take pursuant to these articles of association for the purposes of further regulation of matters referred to in these articles of association.

3. If the general meeting resolves to create departments within the Association, the tasks, powers, mode of working and composition of these departments must be regulated in the Standing Orders.

4. The Standing Orders may not contravene these articles of association or the law.

5. The Executive Committee may further determine its function by means of Management Regulations to be drawn up by the Executive Committee. These Management Regulations will be submitted to the general meeting for information.

6. If the Executive Committee institutes committees, their tasks, powers, mode of working and composition must be regulated by Committee Regulations to be drawn up by the Executive Committee.

FINAL PROVISIONS

1. The Executive Committee will decide in all cases for which no provision has been made either at law or in these articles of association.

2. The Executive Committee will decide with regard to all disputes and differences of opinion with regard to the interpretation and application of the provisions of these articles of association.

3. The term “in writing” is used in these articles of association to denote any communication via accepted channels of communication of which there is written evidence.


The Association is established in Maastricht, The Netherlands, on 27 June 2005.