Chapter I: Name, founding members, objective, seat, duration of membership, members and resources
Article 1: Name and founding members
The name of the organisation shall be the European Society of Association Executives (ESAE), herein referred to as “the Society”, a non profit-making organisation.
The founding members of the association are:
M. Joaquin Aragones
M. Emmanuel Chantelot
Mme Jeanne De Feber
M. Sylvain Gouilliard
Mme Sherry Keramidas
M. Luc Maene
M. Paul Neale
M. Jeffrey Raynes
M. Martin Sirk
M. Dirk van der Veer
M. Alfons Westgeest
Mme Karin Wouters
Article 2: Objectives
The objective of the Society is to promote and to facilitate the promotion of the profession and the professional standing of managers of international and national associations, educate members and the public in all areas that affect the development and improvement of associations or similar international organisations, in particular:
To conduct and co-operate in courses of study for the benefit of persons desiring to prepare themselves for executive and administrative functions in European, national or international associations.
To administer the examinations and other requirements necessary to enable candidates to obtain the qualification of European Certificate in Association Management (ECAM).
To hold meetings and conferences for the [mutual improvement and] education and professional development of members.
To acquire, retain and disseminate information relative to the functions and management of associations and international organisations.
To participate in public dialogue and debate and to represent the interests of ESAE members and the
European association management sector.
To co-operate with managers of national and international organisations of association executives towards the common purpose of advancing association management as a profession.
To provide opportunities for the exchange of experience, knowledge and opinions through discussions, meetings, studies and publications.
To conduct competitions and manage awards for outstanding management ability and association services to the public.
To support and advise national and international groups of associations, particularly relating to relationships with international bodies, and on issues relating to business and association management.
To further the exchange of information and experience among relevant national and international bodies.
To consult and advise relevant national and international authorities regarding matters affecting the association management profession
The Society may act as it deems relevant to meet its objectives either directly or indirectly. The Society may support and engage in any or all activities which it considers to be in support of its aims.
Article 3: Official Address
The office of the Society is established at avenue Louise 287, 1050, Brussels, in the jurisdiction of Brussels,
Article 4: Duration
The duration of the Society’s existence is unlimited.
Article 5: Membership
The Society’s membership is composed of a minimum of three members.
There are two categories of membership:
a. individual members: those individuals who, being currently professionally engaged in some aspect of association management, whether in a single association or within an association management company, satisfy the criteria set by the Board for admission as a individual Member
b. associate members: those companies, organisations or agencies which are engaged in the provision of goods and/or services to associations and which satisfy the criteria set by the Board for admission as a corporate member
Written applications for membership should be made in such form and in such manner as the Board shall determine. The decision of the Board on any application will be final and binding and the Board shall not be required to give any reason for its decision on any application.
All members undertake to comply with the Code of Professional Conduct of ESAE and, if enrolled as members of a Section or Sections or Chapter, with such additional Code or Codes of Conduct as may, with the approval of the Board, be adopted by any Section and/or Chapter.
Members may be grouped into such Chapters or Sections as the Board shall determine. The Board shall define the area of operation of a Chapter, the qualifying criteria for membership of a Section and the operational and financial provisions that shall apply to it.
The Board will hold a list of members at its official address, and this list will include the surnames, first names and address details of active members.
Membership shall cease –
automatically when the member dies, or if a corporate entity is dissolved.
on receipt by the Secretariat of notice of resignation, from the date of receipt of such advice
by a 2/3 majority of members present as represented at a general meeting on a vote to exclude the member.
When a member is deemed to have resigned for not having paid the annual subscription in accordance with article 22.6 of these statutes.
No dues shall be refunded to any members whose membership ceases for any reason whatsoever.
Chapter II: General Assembly (AGM)
Article 6: Composition:
The governing body of the Society shall be the General Assembly (AGM). It is composed of active, dues-paying members. Each individual member may be represented by any other member by proxy. The present or represented individual member has the right to one vote of paid-up individual members for the year in question.
Article 7: Procedures and notices
The General Assembly (AGM) is called by the Board. Such General Assembly (AGM) shall be referred to as the Annual General Assembly (AGM) or Extraordinary General Assembly. The notice of meeting must state whether it is an AGM or Extraordinary General Assembly being called.
The Annual General Assembly (AGM) must be held at the latest six months after the end of the financial year.
Each General Assembly shall be held in such place and time as the Board of Directors shall determine.
General Assemblies shall be initially called in writing by post, telegramme, telex, photocopier/fax or electronic mail by not less than 30 (thirty) days’ preliminary notice sent to each member to the most recent known address. The last notice of meeting includes the agenda and is sent to all individual members at least 21 days before the general meeting.
An Extraordinary General Assembly may also be called at the written demand addressed to the Board by a minimum of a fifth (1/5) of active members. Such an Assembly will be held at a specified date determined by the Board within the 120 (hundred and twenty) working days of receipt of the written request for this meeting.
Proxy voting (i.e. voting intentions clearly expressed in writing by an individual Member using an approved form and received at the Society office by the stipulated closing date for receipt of such votes) will be permitted at all General Assemblies. No one may be the holder of more than one proxy.
All decisions made at a General Assembly will be recorded in a special register, in the form of minutes, signed by the chair of the meeting.
Article 8: Decision-making and quorum
Decisions in general meeting will be made by a simple majority of present or represented members except in the case where required otherwise by the law or by the statutes.
For all decisions, a presence either in person or by proxy is required of at least twenty per cent (20%) of active members. If, a quorum is not present at the time of voting, the General Assembly shall be adjourned for six (6) weeks and a new General Assembly called at such other time and place as the Board shall decide. In this case, the General Assembly will take place at the determined time and place, regardless of the number of members present or represented by proxy.
Article 9: Chairman of the meeting
The President of the Society or in default the Vice-President, or if neither is present, a Member elected by those present shall preside as Chairman of the General Assembly. In the event of an equality of votes, the Chairman of any meeting shall have a second or casting vote.
Article 10 General Assembly: functions:
The General Assembly, will make all decisions of general interest and will determine the overall objectives of the running of the Society.
An Annual General assembly (AGM) is called to:
Consider and, if thought fit, adopt, the Reports of the Board and the audited Accounts for the previous financial year, as well as the budget for the following year.
Elect and revoke Board members as well as the President;
Elect and revoke a treasurer;
Preside over decision-making related to Board members and the Treasurer for work over the period of the financial year;
Conduct such other business as is appropriate to the General Assembly.
An Extraordinary Annual General Meeting will be held to discuss the following:
Modifications of statutes
Dissolution of the Society
Chapter III: Board of Directors
Article 11: Composition and role
The affairs and business of the Society shall be administered and managed by a Board of Directors acting collectively. It shall consist of not less than 4 (four) and not more than 12 (twelve) Members of the Society. They are elected and their status is revocable by General Assembly.
Any vacancy that may occur in the interval between Annual General Assemblies may be filled by a Member selected by the Board of Directors to serve until the next Annual General Assembly (AGM).
If the number of directors becomes less than four, an Extraordinary General assembly must be held to appoint the required number of directors..
The Board elects a President and Vice President from their own number. In accordance with article 19.2 and independent of the length of his/her previous term of office, the outgoing President continues as a Board member for one year after the completion of his or her term as President.
The Board can delegate its day to day administration and/or certain other functions to members, third parties or to sub-committees, acting collectively. The Board may also delegate its general representation in compliance with article 13, item 4 of the law of 27 June 1921.
In application of article 5.5 of the present statutes, a representative shall be designated from any Chapter members to represent it to the Society.
The length of term of each Board member is three years; however this is extended to four years by application of article 19.2 of the present statutes in relation to the President of the Board, finishing his or her term in the third year of his or her Board term, the Board will be renewed by one-third, every year. At the end of each Annual Assembly one third (or the number nearest to one third) of the currently serving elected Directors shall retire with the option, subject to the requirements of Article 11.7, to offer themselves for re-election. The Directors to retire shall be those who have been longest in office since their last election. In the case of members of equal seniority and in the absence of agreement between them, the Directors to retire shall be drawn by lot.
With the exception of an Immediate Past President in accordance with article 19.2 of the present situation, no Director, whether elected or appointed, shall be permitted to serve on the Board for more than 9 (nine) consecutive years.
Each Board member is required to attend a minimum of two Board meetings per year. Any Board
member who cannot attend a Board meeting is required to send appropriate apologies to the
secretariat in advance of the meeting.
Article 12: Voluntary Board members
Board member service is done on a voluntary basis. Board members do not incur any personal obligations as a result of their membership to the Board.
Article 13: Elections
Board members are elected at the General Assembly by a simple majority of present or represented members.
All candidates for election to the Board shall be nominated by at least 1 (one) Member and such nomination shall be advised to the Secretariat not less than 30 (thirty) days before the Annual General Assembly.
All Members shall be entitled to receive details of all candidates nominated for election to the Board of Directors not less than 21 (twenty one) days before the date of the Annual General Assembly at which the election is scheduled to take place.
Article 14: voting
Decisions of the Board of Directors shall be taken by a simple majority of the Directors present and voting. In the case of a tied vote, the President or Member acting as Chairman of the meeting shall have a second or casting vote. The Board cannot deliberate unless a third of the members are present or represented.
Article 15: calling meetings
Board meetings shall be called by the President or, if this is not possible, from the longest serving Board member, either upon his/her own request or following a written request, addressed to the secretariat supported by not less than 50% of currently serving directors.
Any call for a meeting is made at least eight days in advance; this request must include the agenda, venue, date and time of the meeting. These are sent by post, telegramme, telex, photocopy/fax or electronic mail.
Article 16: reporting
Minutes shall be kept of all meetings. These minutes, after approval by those members of the Board of Directors present and voting, shall be signed by the President or if this not possible, the longest serving board member, shall be taken as an accurate record of business transacted at that meeting.
A record of minutes shall be available to all Board members and at the end of the President’s term of office, shall be transferred to his or her successor.
Article 17: responsibility
The Board is responsible for the management of the Society and shall represent the Society vis à vis organisations and the public at large. The Board will exercise all powers not covered in the statutes or rules which have not been conferred at the General Assembly. The Board is responsible for day to day administration of the Society and is generally responsible for representing the Society in all legal and extra-legal cases, as defendant or plaintiff. Any official document may be signed on behalf of the society by the President and/or two directors. Representational functions of the Board may be delegated as described in 11.4.
Article 18: employees and directors
The Board may, in the interest of the Society, name a Director General or other staff as it deems necessary. The Society also has the power to revoke this respecting any legislation relating to the contract of employment.
A Director General may attend Board meetings on a voluntary basis.
Chapter IV: Presidency
Article 19: Elections and duration of term of office
The President is elected by simple majority vote by the members. In case of a vacancy between Annual General Assemblies (AGMs) the Board has the power to hold a provisional election for President until the next meeting of the Annual General Assembly.
The President shall hold office for one year and may be re-elected for not more than a further two terms of office. He or she shall be an ex-officio Member of the Board for one year following his/her last term of office as President. If his or her last term of office corresponds to the third year of his or her Board membership, then his or her term of Board membership shall be extended to four years.
Article 20: Responsibilities
The President supervises the work of the Society. He or she shall be an ex-officio member of all sub-committees appointed by the Board of Directors. He or she shall be responsible for communicating the results of the work of the Society to the membership.
The President of ESAE must actively serve as the Chief Executive of an association that has its main
activity in Europe.
A Vice President serves directly under the President. The Vice President supports the President in terms of managing the association and actively works with Committees, supporters and members to forward
the activity and aims of ESAE.
The Vice President chairs Board meetings when the President cannot attend.
The Vice President is appointed by the Board. This role can be held by any member of the Board.
The role is held for a period of two years.
Chapter V: Membership fees and funding
Article 21: fees and costs
The Society may generate revenue with the aim of covering its costs. Funds of the association may be made up of membership fees, surpluses resulting from the Society’s activities, gifts, legacies and third party contributions.
Article 22: Management of accounts:
The Board of Directors shall determine annual subscription rates for all categories of membership introducing, as they consider appropriate, enrolment fees, examination fees and changes in the fee structure.
Subscriptions are due and payable on the first day of January in each calendar year, as follows:
All memberships starting before 30 June will be payable in the amount of 250€
All memberships starting after 30 June will be payable in half of the annual amount, or 125€
All memberships starting after 30 September will be payable for the full annual amount of 250€ covering membership until the 1st of January of the following year. However, benefits of membership will be accorded for the period between October and December of the year in question.
Annual subscriptions will renew automatically and become payable for the full annual amount from the first day of January in each calendar year unless a member has advised his resignation in writing to the Secretariat at least 1 (one) calendar month before this date.
The liability of the members is limited to the amount of their membership fee due and payable.
The maximum annual subscription rate is 5000€
Any member who does not pay membership fees as requested in the month when he or she receives such request by recorded mail, will be deemed no longer a member.
Chapter VI: Accounts
Article 23: Fiscal year: accounting responsibilities
The Society fulfils its fiscal obligations conforming to the legal and regulatory rules in place. The fiscal year begins on 1 January and ends on 31 December. The first fiscal year starts on the day of the publication of the statues to the Belgian authorities and ends on 31 December of the following year. In its Annual General Assembly, the Board must submit accounts for the preceding year, verified by the Treasurer.
Article 24: Auditor
Each year an Auditor will be designated according to the criteria stated in article 17.3 of the law of non-profit associations.
It is not mandatory for he or she to be a member of the society. The Auditor’s duty is to verify the completed accounts, pre-approved by the Board. Unless decided otherwise at a General Assembly, the Auditor may be revoked at the Annual or Extraordinary General Assembly by decision of the majority of the present or represented members.
Chapter VII: Amendments to Statutes
Article 25: Procedures and quorum
Proposed amendments to these Statutes will be communicated by the Member proposing the change to the Board of Directors, in a format suitable for their adoption or rejection by the General Assembly, not later than 60 (sixty) clear days preceding the date of the General Assembly at which they will be considered.
The text of any proposed amendment shall be circulated to all members not less than 21 (twenty one) days in advance of the General Assembly at which it will be considered.
Two thirds (2/3) of the voting membership must be present either in person or by proxy at any General Assembly called to amend the Statutes. If, at a General Assembly, at which a proposal to amend the Statutes is to be considered, less than two thirds of the voting membership is present either in person or by proxy, the meeting shall be postponed by not less than 60 (sixty) and not more than 90 (ninety) days thereafter.
At least 30 (thirty) days’ notice of the date, time and venue of any postponed meeting together with the text of the proposed amendment shall once more be advised to all Members. The proposal to amend the Statutes may be considered at such adjourned meeting even if the total attendance in person and by proxy is less than 2/3 (two-thirds) of the voting membership of the Society.
A decision to amend the Statutes can be taken only by a majority of two-thirds of the Members present in person and by proxy at any General Assembly at which such a proposal is considered. However any modification of the statutes relative to the objectives of the Society can only be decided with a majority of four fifths (4/5) of the present or represented members.
Chapter VIII: Dissolution
Article 26: Process of dissolution
Any General Assembly called to dissolve the Society must be specifically summoned for this purpose. At least 2/3 (two-thirds) per cent of the membership must be present in person or by proxy. If the number of Members present in person or by proxy at such a General Assembly is less than 2/3 (two-thirds) per cent of the voting membership, the meeting shall be adjourned as in Article 25.2 and the membership present in person or by proxy at the General Assembly, so adjourned, may vote on the proposal.
The dissolution of the Society can only be agreed by a majority of (four-fifths) of the Members present in person or by proxy at the General Assembly at which such a proposal is being considered.
Article 27: Dissolution
In case of dissolution of the Society, the General Assembly shall determine the method of the dissolution and shall elect one or more persons who shall be responsible for the liquidation of the assets of the Society.
The net assets of the Society after dissolution will be transferred to another disinterested organisation or institution, in accordance with the law.
All disputes will be dealt with under the provisions of Belgian law.
Chapter IX: General
These Statutes supersede and replace all other Statutes and conform to the Belgian law on non-profit associations.