ConstitutionDear all, I know that Thomas circulated draft Statutes for an AISBL some time ago, but does anyone know what the key features are for AISBL statutes, i.e. what are the articles that we MUST include or can’t change in that example? Once we have identified those points it should be more straightforward to pick and choose the remaining articles that we need from Thomas & Eduardo’s drafts, the HySafe consortium agreement and AC recommendations. Best regards, Paul (Adams) As an example of AISBL constitution, you may have a look at the EHA constitution http://www.h2euro.org/Index/About%20EHA/statutes.htm You will also find on this site an example of fees. http://www.h2euro.org/Index/About%20EHA/rules.htm Some comments to the draft constitution (provided by Mr. Schmidtchen): Art. 1.1 The law of 1921 has been replaced. The only valid one is the one of 2002/3 (do not know which). Art. 2 para. 1: this is superfluous as long as the role of these officed is not defined. Art. 4: this text is fine for me, but its place is not here. Put it rather down to the functions of the general assembly or the executive board. Art. 5.1: what about natural persons? ibid: "Europe" should by all means be defined on geographical, not political terms. Important! The association should not be an organ or instrument of the EU. How ever close the cooperation may be it shall be independent. Art. 5.2, para 3: what exactly is "small"? Art. 6: the admittance of a new member should be done by the Executive Board. Having it done by the General Assembly is too complicated and takes too much time. Art. 6.4: legal steps can not be forbidden; at least we were told so in Germany and had to change our statutes. Art. 7.2a: the delay of twelve months is too long. Who needs that much time to delete a record in the database? Art. 7.3: the competence to do this should be given to the Executive Board, for the same reasons as stated above in case of the admission. Art. 7.3.1x: what exactly does this mean? Who represents the association is defined further down (Art. 13). Art. 9.1.2, last line: why this restriction? We had this in DWV, and it resulted in nothing but trouble. After a while we simply deleted it. Art. 9.2.1: three members are a very small minority which can demand a meeting to be called. Rather state a percentage of members (10? 25?). Art. 9.2.2: the delay of four weeks appears to be too short to me. ibid: time and place of the meeting must be given. Art. 10: is there no quorum required for the meeting to be able to make decisions? Art. 10.1: when the membership comprises bodies of quite different quality it is by no means selfevident that all of them should have the same voting weight. In DWV members have between 1 and 10 votes. Art. 10.2: Why two thirds? Usually a majority is simply more than one half. Art. 10.3: Here again the majority requirements appear to be too strict. Art. 10.4d: Please delete any specific reference to the EU or its organs or institutions. There is no place for the JTI in the statutes. See above (comment on 5.1). Art. 11.2.2: no natural persons as members? Art. 11.2.3: what if the General Assembly appoints only the President? Who appoints the others - the board itself? Art. 11.2.5: it is absolutely necessary that board members or other persons representing the association get their expenses reimbursed, even without a formal decision of the General Assembly. This is fundamental. Art. 12.4: here again a certain perfectionism about the majority. A simple majority is fine. Art. 13.1.1: what is the meaning of impartial? The president is a party - he represents the association. Art. 13.1.3d: this should be done by the Board. Art. 13.2: what does this mean, and do we need it? Art. 17d, e: too speficic. Publications and conferences can be mentioned in general terms under c) "any other allowed resources". Art. 23: please consider that the association will have its legal seat in a country in which English is not an official language. So at least official contacts with the outer world (courts, authorities, ...) will have to be in French, Flemish, or German. Internally you can choose any language you want. |