Statutes of the European Radio Amateurs' Organization (v6)
On 29th of June 2013 at Friedrichshafen (Germany), these Statutes are discussed and accepted by the Promoters Committee constituted in General Assembly.
On 15th of November 2014 at Fontenay-le-Comte (France), the Assembly approves moving the headquarters to France.
TITLE I: Name, Headquarters, Objectives and Duration
Art. 1. Name
Under the name of "European Radio Amateurs' Organization", hereinafter also referred to as "EURAO" or the Organization, was created in 2005 this nonprofit non-governmental organization (NGO) as an international federation of associations of radio amateurs.
In 2014 EURAO settles its headquarter in France to become a declared association under the French law of 1st July 1901 and the decree of 16th August 1901.
Art. 2. Headquarters
The head office of EURAO is situated in Saint Pierre dels Forcats (France), in the department 66.
The headquarters can be transferred within the same country by simple resolution of the Board of Directors.
The head offices of all its member associations will be automatically considered also headquarters of EURAO.
For practical reasons, the Organization working language is English. However, it is possible that reciprocal contacts could be done in any language that is spoken and understood by all parties, depending on the necessity.
For any question of interpretation, it shall be settled according to the English version of this statutes.
Art. 3. Objectives
The Organization's objectives are as follows:
The Organization is also competent to make all necessary financial and/or trade operations to look after its interests and objectives.
Art. 4. Duration
The Organization is founded for unlimited time, but can be dissolved at any time, in accordance with its statutes.
TITLE II: Members
Art. 5. Number of members
The number of members is not limited, but there must be at least three (3).
The General Assembly must in any way be greater in number than the Board of Directors.
Art. 6. Kind of members
The Organization recognizes the following kinds of members:
All members have the right of voice. Only member Associations and Founders have voting rights in the General Assembly of EURAO, one (1) vote each, as long as they paid all fees.
Art. 7. Membership
Every association or individual can apply for EURAO membership sending his/her application to the Secretary-General by the means established.
In the interests of greater agility, member association candidates may be temporarily admitted by the Board of Directors, although final approval is a prerogative of the General Assembly.
Art. 8. Contribution
The minimum contribution is set each year by the Board of Directors.
The contribution can/will be different for each category of membership.
Art. 9. Resignation
Any member whatsoever can resign from the Organization. This resignation must be sent to the Secretary-General by a reliable means.
Members defaulting in paying the contribution within the 3 months of the actual year, loose ex officio their voting rights. They could be considered to be resigning, when not responding within one month of the official reminder.
Art. 10. No claims
Withdrawing or excluded members and their successors do not have any part in the assets (financial and others) of the Organization. Therefor they can never claim any restitution or compensation for paid contributions or any other donation made.
TITLE III. General Assembly
Art. 11. The Assembly
The General Assembly shall be the sovereign body of the EURAO and consists of all members which have joined the Organization and have paid the contribution for the current year.
Each member association has one (1) vote. The vote may be exercised in person or by electronic means (e-mail, VoIP, …).
The President of the Organization chairs the General Assembly ex officio. If the President is unable to do so, the chair will be taken by the oldest Board member present.
Art. 12. Powers of the General Assembly
The General Assembly has exclusive powers for:
Normally, decisions are taken by simple majority, ie half plus one of the votes present and represented, except in cases of: changing Statutes, accepting new members and dissolution, in which a qualified majority of 2/3 will be required.
Art. 13. Meeting convocation
The General Assembly must take place at least once a year. It could be held by electronic means in order to save money and time, prevent distant travelling and increase participation.
The convocation will be signed by the President and/or the Secretary-General to be legally. It can be done in any possible way: letter, e-mail, …
The convocation should be sent at least 15 days in advance and must mention:
Only topics duly and detailed mentioned on the convocation may have binding effects.
Art. 14. Statutes Changes
Changing the statutes is only possible when it is duly and detailed mentioned on the General Assembly's convocation and 2/3 of the member associations are present or represented (the voters).
Changes to the statutes can only be adopted with 2/3 of the total voters.
Changes to the objectives of the association are only possible with 4/5 of the voters.
Art. 15. Minutes
Minutes are made for each General Assembly. They must be signed by the President and the Secretary-General or by two other members of the Board.
These minutes are brought to the members by whatever possible means (letter, e-mail, …).
TITLE IV. Board of Directors
Art. 16. The Board
The Organization is guided by a Board of Directors, or Executive Board. This Board consists of a minimum of three (3) directors. They are appointed by the General Assembly for a period of two (2) years.
After each period of 2 years, the members of the Board can be re-elected for a new period of 2 years.
The functions required and allocated amongst them are:
Each of the members of the Board of Directors should be from a different association.
If (re)elections are necessary during a 2-year period, the elected member will only stand until the next election Assembly.
Art. 17. How Board members are elected
The members of the Board are elected by the General Assembly. This is done by simple majority and regardless of the number of members present or represented.
In case of a Board position were vacant, the Board itself may temporary choose a person to hold that position.
The Board members carry out their mission, without any fee.
Art. 18. Termination and deposition of Board members
The mandate of a Board member is terminated by:
Art. 19. Competences of the Board members
The Board manages the association and represents it in and outside the rights.
The Board is empowered for all matters, except those that are legally reserved for the General Assembly.
The Board acts as plaintiff or defendant in all lawsuits regarding the Organization and decides upon the use of legal actions and means.
The Board members are appointed and dismissed by the General Assembly.
The Board executes its duties as a college and can only take valid discussions when the majority of its members is present.
Decisions are taken by simple majority of votes. By tie vote, the proposition is rejected.
Art. 20. Board meetings
The Board is convoked by the President or two other Board members.
The meeting of the Board is chaired by the President. In absence of the President the chair is taken by the oldest member of the Board.
The Board meetings are minuted and they are signed by the President and the Secretary, or by two other Board members.
Art. 21. Delegation
The Board can put forth all necessary internal regulations that might be necessary or useful.
Changes in these internal regulations are brought to the members by means of a (electronic) newsletter.
If necessary, the Board can appoint a CEO (Chief Executive Officer) or manager to be charged with the daily working of the Organization. He/she takes care of the daily correspondence and the current affairs. He/she has the procuration to undersign any document on behalf of the Organization.
The Board can delegate its powers for specific proceedings or actions to another person, member or not of the Organization.
TITLE V. Accounts and Budgets
Art. 22. Period
The financial and organizational year for the Organization starts on January 1 and ends on December 31.
Art. 23. Closing activities
The Board prepares the closing of the books and prepares also the budget for the next fiscal year. Both are to be presented to the General Assembly for approval.
Art. 24. Financial Controllers
The General Assembly appoints two financial controllers.
It is their duty to execute regular checks on the accounting of the Organization. At the closing, they execute a thorough control of the financial activities over the past year and they report on this matter to the General Assembly.
Art. 25. Dissolution and liquidation
Only the General Assembly can decide upon the dissolution of the Organization, after it has been duly and explicitly put on the agenda.
There must be at least 2/3 of the voting members present or represented and the decision must obtain a majority of 4/5 of the voters.
The General Assembly can then appoint one or more liquidation officers and determines his/their competence and the conditions for the liquidation.
The assets will be, after discharge of the liabilities, transferred to an association with an equal and disinterested goal, decided by the General Assembly.
The dissolution and liquidation will also be announced to the members by any means (letter, e-mail, …).
At Friedrichshafen (Germany), on 25th of June 2016.