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EUPRERA Statutes - English

European Public Relations Education and Research Association
International non profit making association 

STATUTES

 

TITLE I: Name, headquarters, duration and objectives 

Art.1. Name

An international association with scientific and educational aims is formed and «European Public Relations Education and Research Association», abbreviated as "EUPRERA".

The "European Public Relations Education and Research Association" is governed by the Belgian law of June 27, 1921, as amended by the law of May 2, 2002.

Art.2. Headquarters, Official languages

The headquarters of the «European Public Relations Education and Research Association» are located in Belgium, in the Brussels capital region and in the territorial jurisdiction of Brussels. The headquarters can be transferred to any other location within that region upon simple decision of the executive board, published within thirty days in the appendices of the Moniteur Belge. The headquarters are presently established in Brussels: Boulevard du Jubilé 71b3 – 1080 Brussels.

The executive board may establish operational or representative offices anywhere in Europe.
The working languages of the association are English and French, French being the only language used in legal matters.
 

Art.3. Objectives

The non profit making association has the following objectives at the European level:  

  • Knowledge creation and exchange in the fields of public relations and communication for academics and practitioners.
  • Inspiring innovation in theoretical development, research, education and practice.
  • Ensuring, as a network association, the members of Euprera are partners and not audiences.
  • Stimulating continuous reflection upon the responsibilities of the fields of public relations and communication to the whole of society.

Art.4. Duration

The association is constituted for an indefinite period of time. 

Art. 5. Means

The association may use all available means - such as acquisition and management of property - that might contribute directly or indirectly to the realisation of the association’s objectives.

 

TITLE II: Members 

Art. 6. Members, categories, titles and qualities

The association consists of two kinds of members:

  1. executive members and
  2. members

The number of members is not limited. However, there must be at least five executive members. Physical persons and moral persons who defend the association’s interests may become executive members or members of the association, at the conditions stipulated below.

Art. 7. Admission

In order to become a member, one must send an application letter to the headquarters of the association for the attention of the President of the executive board. Individuals (only physical persons are considered) working in the field of Public Relations as a researcher, teacher or practitioner can apply as individual member. Organisations (moral persons legally constituted according to the laws and customs of their country of origin) working in the field of Public Relations research, education or practice or representing a group of persons who are involved as above can apply as institutional members.

In accordance to Art. 7, the admission entitles the applicant with the quality of member. The admission of all the members is approved by the executive board, which has the sovereignty to decide on the admission by a simple majority of the votes, without having to justify its decision and without the possibility of appeal.

In order to become an executive member, a member must send a motivation letter to the headquarters of the association for the attention of the President of the executive board who will propose his/her application to the General Assembly. The admission of executive members is approved by the General Assembly, which has the sovereignty to decide on the admission by a simple majority of the votes.

Membership only becomes effective after payment of the membership fees, the amount of which is fixed each year by the General Assembly on the recommendation of the executive board. 

Art. 8. Resignation – Exclusion 

A member can resign at any time by sending a mere written notification of his/her decision to the President. A member who no longer meets the criteria which governed his/her admission has to resign. A member who does not pay his/her membership fee is said to be resigning. The executive board will consider as having resigned any member who still fails to pay his/her membership fee after having received two reminders.

The executive board may, after having heard the person involved, suspend a member who infringes the principles or rules of the association and may request his/her exclusion during the next meeting of the General Assembly. The General Assembly may, after having heard the person involved, suspend an executive member who infringes the principles or rules of the association. 

Art. 9. A resigning or suspended member or his/her rightful claimant has no rights to the association’s assets, or to any reimbursement of membership fees, allowances or other forms of expenses made by him/herself or anybody else. He/She have no further rights with regard to the association. 

Art.10. A member cannot be held responsible for the association commitments.

 

TITLE III: General Assembly

Art.11. General Assembly: composition and powers

The General Assembly consists of all members of the association in good standing i.e. not in arrears of subscriptions. All the members have one vote.

The board is responsible for properly managing and representing the assocaition. The board is responsible to decide upon on all matters which are not attributed, by law, to the General Assembly.

The General Assembly cannot delegate the following competence:

  • Approving the Internal Regulation (bylaws) and ratifying its amendments
  • Amending the statutes
  • Electing and removing executive members
  • Appointing and revoking the auditors
  • Discharging duties to the executive members and the auditors
  • Approving budgets and accounts
  • Setting the annual subscription to be paid by the members
  • Ratifying or excluding members (cf. art. 8 )
  • Dissolving the association

Art.12. General Assembly: convening and agenda

12.1 Annual and extraordinary general assembly

A general assembly will be held at least once a year ("hereinafter: General Assembly"). The General Assembly will vote for the approval of the annual accounts and vote discharge to the directors and - when applicable - to the Board of Auditors over the past year. The assembly will also vote on the approval of the budget as prepared by the Board of Directors, and will perform elections for roles mentioned in the statutes.

Extraordinary General Assemblies (hereinafter: an "extraordinary  General Assembly") can take place at the initiative of the Board of Directors, the President or two directors acting jointly. The assembly request will be addressed to the President, with a copy to the DPRA, and must be accompanied by the proposed agenda. Following this request, the General Assembly must be convened within forty five (45) days from the receipt of the request.

12.2 Procedure of convening an assembly in person

In the event where the General Assembly is held in person, the convocation will be sent by the DPRA at the request of the Board of Directors, two directors acting jointly, or by the Board of directors or the President or by two directors acting jointly themselves, when the notification is not sent by the DPRA at least thirty (30) days before the date of the General Assembly. This notification will be sent to the choice of the person convening the Assembly, by fax, e-mail, mail or any other means in writing to the address of the Member.

The notice will indicate the date, place and the agenda of the General Assembly proposed. The General assemblies which are held in person may be held with a conference call or a video conference in part or completely. In this hypothesis, the details of the conference call or videoconference will be provided in the convening.

The person initiating the request for convocation may also allow members to vote on the items on the agenda of the day. In this case, the letter will contain instructions that must be followed to properly vote in writing. The ballot may be specified, in which case only this bulletin may be used, and it may be required that this ballot be put at least four days prior to the assembly at the specified place in the assembly, but in any case not later than the date of the assembly (before the start of the assembly). When a member complies with the formalities for a vote in writing, he/she will be accounted for in the attendance quorum as well as in the voting quorum.

To qualify, members must communicate their intention to participate to the general assembly at least four days before it, in the manner indicated in the convocation.

12.3 Procedure of convening for a assembly that takes place in writing

When the General Assembly is in writing (paper or electronic), the motions for resolutions will be sent by the DPRA, at the request of the Board of Directors, the President or two directors acting jointly, or by the Board of Directors, the Chairman of the Board or two directors acting jointly themselves, to all members and the DPRA. These motions for resolutions will be sent to the choice of the person convening the Assembly, by fax, e-mail, mail or any other means wrote.

Members should vote on the motions for resolutions and return their votes to the association in accordance with the procedure covered in the convening prior or at the latest at the date to which the voting procedure will be closed as planned in the convocation, which date shall be fixed by the person(s) at the initiative of which the Assembly writing stands, and will be considered as the date of the Assembly. Members should have at least fifteen (15) days to make their vote.

Art.13. An extraordinary meeting of the General Assembly can be called on the request of the executive board and this as many times as is deemed necessary; such a meeting must be organised when one fifth of the members introduces a written request, indicating the item(s) to be put on the agenda. If such is the case, the Board must carry out this request within 30 days. 

Art.14. Letters of notification for the General Assembly, including the agenda, must be sent to each member at least thirty days before the meeting. Letters of notification will be transmitted either by mail, fax or electronic mail. The General Assembly can only discuss items on the agenda, items introduced by the executive board during the meeting because of their urgency, or items requested by one fifth of the members present or represented.

Art.15. The General Assembly is chaired by the President of the executive board or, in the absence of the last mentioned, by the Past President or the President Elect. 

Art.16. General Assembly: votes and proxies

With the exception of an amendment to the statutes and/or to the objectives and the dissolution of the association, all decisions of the General Assembly are taken by simple majority of the valid votes of the members present or represented (50%+1).

Each member is entitled to cast one vote plus maximum two proxies.

Members can be represented at the General Assembly by any other member of their choice belonging to the same size of membership (individual or institutional membership as reflected by the amount of membership fee paid). A member cannot hold more than two proxies. 

Art.17. Amendments to the statutes

The General Assembly can only discuss or decide validly on amendments of the statutes if those are on the agenda and mentioned in the letter of notification. Each proposal to amend the statutes must proceed from the executive board or from one fifth of the members who have paid their membership fee. The executive board must notify members of the association at least thirty days before the date at which the General Assembly will have to decide upon the proposal(s) concerned.

Meeting quorum: The total number of members present or represented must cover at least two thirds of all members having a right to vote at the decision-making moment.

Voting quorum: Decisions to amend the statutes can only be taken by a two-third majority of the votes of the members present or represented.

Art. 18. Amendments to the objectives (art.3) or dissolution of the Association

The General Assembly can only discuss or decide validly on amendments of the objectives or dissolution of the Association if those are on the agenda and mentioned in the letter of notification.

Each proposal to amend the objectives or dissolution of the association must proceed from the executive board or from one fifth of the members who have paid their membership fee.

The executive board must notify members of the association at least three months before the date at which the General Assembly will have to decide upon the proposal(s) concerned.

Meeting quorum: The total number of members present or represented must cover at least two thirds of all members having a right to vote at the decision-making moment.

If such a quorum is not reached, a new extraordinary General Assembly can be called under the same conditions as the previous one and this Assembly will validly and definitively decide on the proposal(s) concerned, whatever the number of members present or represented. The second Assembly may only take place within at least fifteen days after the first meeting.

Voting quorum: Decisions to amend the objectives or to dissolve the association can only be taken by a four-fifths majority of the votes of the members present or represented. 

Art.19. General Assembly: resolutions and minutes

The resolutions of the General Assembly are recorded in the minutes signed by the president and the Director of Public Relations and Administration, notified to all members and inserted in a special register entrusted to the Director of Public Relations and Administration. Extracts to be officially presented in court or elsewhere are signed by at least two executive members. The minutes are sent to the members by mail, fax or e-mail.

 

TITLE IV: Executive Board

Art.20. Executive Board:  composition, appointment and duration

By virtue of their office, the Executive board consists of 5 directors. The executive members are elected by the General Assembly by simple majority. The General Assembly gives the executive members a mandate for four years unless otherwise indicated in the bylaws. The mandate is renewable for the same period if approved by the General Assembly.

The four year mandate for the presidency runs as follows: The General Assembly elects a president elect from among the executive members. His/her mandate is of one year from the 1st of January which must occur within the four year mandate given by the General Assembly. The General Assembly confirms the president elect to become president for a two years term from the 1st of January which must occur within the four year mandate given by the General Assembly. The General Assembly confirms the president to become past president for one year from the 1st of January which must occur within the four year mandate given by the General Assembly. 1. and 3. occur alternated years, 2. occurs every 2 years.

The executive board manages the affairs of the Association and represents it in all judicial and non-judicial matters.

Art.21. Executive Board: powers 

The executive board is empowered to act in all matters concerning the management and administration of the association with the exception of powers explicitly reserved to the General Assembly by the law of June 27 1921, as amended by the law of May 2, 2002, or by these statutes. It can delegate the daily administration to its president or Director of Public Relations and Administration. Moreover it can, within its competence, confer special, specific powers on one or more members. Those members, so-called project energisers, acting on behalf of the Board, are only accountable to the executive board and do not need to display any proof of deliberation or authorisation to any third party. These members are appointed for an indefinite period of time that can be interrupted at any time by the executive board. 

Art.22. Commitment of the association

Executive members can only be held responsible for the exercise of their mandate and have no personal responsibility concerning the Association’s obligations. 

Art.23 Judicial actions

Judicial actions, whether as plaintiff or defendant, are attended by the executive board represented by its President or an executive member appointed to this purpose. The Board decides to appeal when necessary. 

Art.24. Executive Board: vacancy and replacement 

If a vacancy arises during the course of the mandate, the executive board appoints a substitute to replace the defaulting board member. Any executive member thus appointed is only nominated for the period necessary to achieve the mandate, which became vacant.
The decision to remove a board member for a grave offence, is taken by the executive board, the executive member involved abstaining. However, the removal from office is only definitive after having been ratified by the next General Assembly. In the meantime his mandate is suspended and the executive member involved will abstain from making use of his quality of executive member of the association. All executive members can be removed from office by the General Assembly deciding so with a simple majority of the members, present or represented.

Art.25. Executive board: convening and vote

The executive board meets on a letter of notification of the President or, if he is prevented from doing so, on a letter of notification of the Director of Public Relations and Administration, or at the request of one-fifth of its members. It meets at least twice a year. The letters of notification, including the agenda, are sent by mail, e-mail or fax, at least 8 days before the meeting. The meeting can only discuss the items on the agenda, unless all executive members present decide unanimously that the Board must examine and decide on a matter which is not on the agenda. The decisions of the board are taken by the majority of its members present or represented, the vote of the President being decisive in the case of an equality of votes. The Board can only legitimately confer if half of its members, including the President or his representative, are present. The number of proxies is limited to one per member present. If such a quorum is not reached, a new meeting can be called. The meeting can then deliberate and make decisions, regardless of the number of executive members present or represented.

Art.26. Executive board: minutes

Resolutions of the executive board are recorded in the minutes signed by the President and the Director of Public Relations and Administration, notified to all members of the Board and inserted in a special register entrusted to the Director of Public Relations and Administration.
Extracts to be officially presented in court or elsewhere are signed by at least two Executive members.

 

TITLE V: Budget and accounts 

Art. 27. Budget, accounts and financial year

The financial year starts on January 1 and closes on December 31 each year. The executive board is required to submit the accounts of the previous year and a draft budget for the coming year to the approval of the members at the annual meeting of the General Assembly during the first semester (within six months of the closing of the financial year).

Art. 28. On the proposal of the executive board, the General Assembly fixes the amounts of the membership fees to be paid by the members of each category. The maximum membership fee will be € 350. 

Art. 29. Auditors Each year the General Assembly appoints two auditors to verify the accounts in order to guarantee that the association’s financial situation, the annual accounts and the accuracy of the operations mentioned in the annual accounts is assured. Their mandate is renewable. 

 

TITLE VI: Dissolution and liquidation

Art. 30. The association is not dissolved in the event of a decease or judicial incapacity of a physical member or when a moral person is dissolved. When the number of executive members is less than five, as a result of a decease or resignation, the association may regulate its situation within the period of one year. 

Art. 31. Dissolution of the association (see Art. 18)

In the events of voluntary dissolution the General Assembly will appoint at least one liquidator whose powers will be defined by the Assembly. 

Art. 32. Effect and consequences of the decisions

In accordance with the Belgian legislation governing the actual statutes, amendments to these will only take effect after approval by Royal decree and after the requirements for publication stated in article 3 of the law of October 25, 1919 are fulfilled.

The General Assembly is empowered to fix the way in which dissolution and liquidation of the association will take place as well as the method of allocation of the assets. The assets will be allocated to an association working at similar objectives in accordance with the Belgian legislation. 

 

TITLE VII General provisions

Art. 33. Any matter not covered by these statutes such as publication in the appendices to the Moniteur Belge, will be dealt with in accordance with the provisions of the Belgian legislation governing the statute of international associations with scientific and educational aims. In all cases not provided for in these statutes, the law of June 21, 1921, as amended up to this day, shall apply.

 


 

General Assembly Berlin April 2009




EUPRERA
Bd du Jubilé 71, bte 3
1080 Brussels
Belgium
VAT code 0478953039

info@euprera.org
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