EPFSF ASBL – ARTICLES OF ASSOCIATION
Article 1 Name – legal form
The association takes the form of a non-profit association (“association sans but lucratif”).
It has the name “European Parliamentary Financial Services Forum”, abbreviated “EPFSF”. It is also hereinafter referred to as the “Forum”.
The full and abbreviated name may be used together or separately.
Article 2 Seat
The seat of the Forum is located in the Brussels Region.
It can be transferred anywhere else in Belgium, by simple decision of the Board of directors, as long as such a transfer does not require the modification of the language of the Articles of association by virtue of the applicable linguistic laws. This transfer will be published in the Annexes to the Belgian Official Gazette. If the seat is transferred to another region, the Board of directors is competent to amend the articles of association. If, however, the language of the articles of association has to be changed as a result of the transfer of the seat, only the General Meeting has the power to take this decision, provided that the rules prescribed for the amendment of the articles of association are observed.
Administrative seats can be established, in Belgium or abroad, by decision of the Board of directors.
Article 3 Purpose and object
The non-profit purpose of the Forum is:
- to promote the development of the integration of a single European market for financial services across national borders, which is globally competitive and to the benefit of the European economy as well as suppliers and consumers of financial services;
- to provide a focal point and resources for members of the European Parliament interested in financial services issues as well as a forum for financial industry-Parliamentary dialogue;
- to deploy the joint expertise of its financial industry Members to spread factual information about financial markets and services to the European Parliament via briefs, meetings, study visits and other regular activities as appropriate.
In order to achieve this non-profit purpose, the Forum has as its object the following activities, without this enumeration being limitative, both in Belgium and abroad, for its own account or for the account of its Members:
- organization of events, meetings to facilitate and strengthen the exchange of information on financial services and Europe’s financial markets between the financial industry and members of the European Parliament;
- providing speakers, assisting in the drafting of briefing papers in relation to financial services;
- organization of educational seminars, virtual & hybrid conferences / meetings, webinars;
- providing services to the members of the European Parliament in relation to policy issues affecting financial services; policy briefings; interviews with policy makers such as members of the European Parliament;
The Forum has, in general, a full legal capacity to carry out all acts and operations directly or indirectly related to its object or which would be of a nature to facilitate directly or indirectly, entirely or partially, the realization of this object.
The Forum may take an interest by way of association, contribution, merger, financial intervention or otherwise in any company, association or enterprise whose purpose is identical, similar or related to its own or likely to promote the activities and objectives described above.
The Forum may act as director or liquidator in other associations.
The Forum may act as guarantor or provide security for legal entities whose purpose is the same as, similar to or related to its own or which may further the activities and objectives described above, in the broadest sense.
Article 4 Duration
The Forum is incorporated for an indefinite term.
The Forum can be dissolved by decision of the General Meeting deliberating as in the case of modification of the articles of association.
Article 5 Number of Members
The total number of the members of the Forum (the “Members”) is not limited. It cannot be less than three (3).
Article 6 Rights and Obligations of Members
Members of the Forum:
(i) shall be entitled to participate in Forum meetings;
(ii) shall be entitled to attend meetings of the General Meeting and any other meeting or event of the Forum open to attendance by Members;
(iii) at the Board of directors’ invitation, must be ready to contribute to briefs and/or provide speakers as appropriate;
(iv) shall pay any membership fees set by the General Meeting.
The Members shall maintain and respect adherence to lawful business practices and act in good faith and with transparency towards other Members. The Forum and its Members shall act in full compliance with all applicable laws, including but not limited to competition laws.
Article 7 Admission of new Members
Membership to the Forum is open to any entity admitted to membership by the Board of directors and which:
(i) is able to subscribe fully to the objectives of the Forum, including particularly supporting the establishment of a single integrated European market for financial services;
(ii) carries on the business of providing financial services (e.g. banks, investment firms, stock exchanges or industries bodies representative of such organizations, and by extension audit firms);
(iii) is incorporated or has a place of business in the EU or the EFTA;
(iv) is capable of meeting on a continuing basis all obligations of membership, including the payment of membership fees in accordance with Article 9 of these articles of association.
Candidates for membership to the Forum shall apply in writing to the Chair of the Board of directors and include in the application form or letter the following information:
(i) a description of the candidate’s activities;
(ii) a written statement signed by a responsible person within the candidate organization that it complies with the objectives of the Forum and the obligations of membership.
Membership shall be effective as of the month following the decision by the Board of directors or any such other date as agreed with the candidate organization.
Article 8 Termination of Membership
Membership shall cease by a declaration of withdrawal, or exclusion pursuant to a decision of the General Meeting.
A declaration of withdrawal made by a Member must be sent to the Chair of the Board of directors by registered mail at least six months before the end of the year after which the resignation will become effective. In such a case, the Chair of the Board of directors shall inform the other members of the Board of directors immediately.
A Member can be excluded from the Forum pursuant to a decision of the General Meeting, following a proposal by the Board of directors, after having heard the Member in question, pursuant to Article 9 :23 of the Code of companies and associations. Exclusion can only be pronounced by the General Meeting, in compliance with the conditions of quorum and majority required for the modification of the articles of association. Such exclusion shall be effective immediately, unless the General Meeting decides otherwise.
Any Member that withdraws or is excluded from the Forum shall not be entitled to any of the Forum’s assets. Such Member shall be liable for all dues to the Forum for the year of the withdrawal or exclusion with no pro rata deduction.
Article 9 Membership fees
Members pay an annual fee, the amount of which is fixed by the General Meeting. The maximum amount of annual dues per Member is fixed at EUR 20,000 (twenty thousand euros).
Any Member who remains in default of payment of its membership fees one month after a formal notice to this effect has been sent by the Board of Directors may be excluded by the General Meeting.
The membership fees shall be due upon joining the Forum and on the date to be determined annually thereafter.
Article 10 Composition of the Board of directors
The Forum shall be managed by an administration body (called the “Board of directors”) which shall comprise at least three (3) and no more than twelve (12) members, natural or legal persons, elected by the General Meeting from amongst its Members. Members of the Board of directors shall be elected for a term of no more than 3 years, renewable.
The Board of directors shall appoint from amongst its members a chair (the “Chair”), a vice-chair (the “Vice-chair”), for a term of two years, renewable. In the Chair’s absence, the Vice-chair may act in replacement.
The members of the Board of directors shall always exercise their function in the best interest of the Forum with the necessary skills, care and knowledge.
If a director's seat becomes vacant before the end of his or her term of office, only the General Meeting has the right to appoint a new director.
Article 11 Convening and meetings
The Board of directors shall meet whenever the interests of the Forum so require or whenever at least two directors request it, with a convening notice of at least five days (which can be reduced to 2 days in case of emergency).
Meetings shall be convened in writing or by any other means of communication with a physical or virtual medium (letter, e-mail, etc.).
Meetings of the Board of directors are held either physically at the place indicated in the notice of meeting, or remotely by teleconference or videoconference using telecommunications techniques that allow the directors to hear and consult each other simultaneously.
If all the members of the Board of directors are present or represented, no prior notice of the meeting is required. The presence of a director at a meeting covers any irregularity in the convening of the meeting and entails a waiver on his/her part of any complaint in this respect.
A director may be represented by another director at a meeting of the Board of directors. A director may hold multiple proxies.
Article 12 Deliberation of the Board of directors
No decision of the Board of directors may be adopted unless:
- at least half of its members are present or represented. If this condition is not met, a new meeting may be convened which will validly deliberate and decide on the items stated on the agenda of the previous meeting, if at least one third of the directors are present or represented; and
- it is approved by a simple majority of the votes cast.
In the event of a tie, the Chair shall cast the deciding vote.
Article 13 Written procedure
In accordance with the procedure of written decision-making laid down in Article 9:9 al. 1 of the Code of companies and associations, the resolutions can be made by unanimous consent of the Directors, expressed in writing. Written resolutions will have the same legal consequences as those taken during a board of directors’ meeting.”
Article 14 Powers of the Board of directors
The Board of Directors may perform all acts necessary or useful for the realization of the object and purpose of the Forum, with the exception of those reserved by law or the present articles of association to the General Meeting.
The Board of directors shall exercise its functions by such means and at such times and places as it deems fit but it:
- shall report regularly to the General Meeting to review, amongst other matters, the Forum’s role, the agenda of upcoming meetings and progress on agreed goals;
- shall be responsible for managing the business of the Forum including arranging secretarial and administrative support, organizing Forum events, securing appropriate funding, producing research papers and briefs and determining all matters relating to operation of the Forum;
- may appoint such working groups, consultants and other participants to contribute to the Forum’s work as it deems fit;
- shall rule on applications for membership to the Forum in accordance with the criteria set out in Article 7.1 and after having evaluated the information provided by the candidate organization pursuant to Article 7.2.
Article 15 Remuneration
Unless otherwise decided by the General Meeting, the mandate of director is exercised without remuneration.
Article 16 External representation of the Forum
The Forum is validly represented towards third parties for all administrative and management matters relating to the operations of the Forum, including in court, by the Chair of the Board of directors or, in the absence of the Chair, by the Vice-chair.
Article 17 Control of the Forum
When required by the law and within the limits it provides, the control of the Forum is ensured by one or more auditors, appointed for three years renewable.
Article 18 Daily management
The Board of Directors may delegate the day-to-day management of the Forum, as well as the representation of the Forum with regard to this management:
- either to one or more of its members, who act individually, jointly or collegially, and who bear(s) the title of director(s)-delegate(s) ;
- or to one or more delegates chosen from outside the Board of Directors, who act individually, jointly or collectively.
The Board of Directors which has appointed the daily management body is responsible for its supervision.
The day-to-day management of the Forum includes all acts and decisions which do not exceed the needs of the daily life of the association, as well as acts and decisions which, because of the minor interest they represent or because of their urgent nature, do not justify the intervention of the Board of directors.
The daily management body may, with regard to this management, grants special mandates to any agent.
Restrictions on the power of representation of the day-to-day management body are not opposable to third parties, even if they are published.
Article 19 Composition
The General Meeting is the supreme body of the Forum and shall be composed of the Members.
Article 20 Powers
The General Meeting has the power to do whatever it deems necessary or useful to achieve the purposes of the Forum. The General Meeting shall determine the general policy of the Forum and may empower the Board of Directors in this regard. A decision of the General Meeting is required for:
(i) the amendment of the Articles of association ;
(ii) the appointment and dismissal of directors and the fixing of their remuneration in cases where remuneration is granted to them;
(iii) the appointment and dismissal of the auditor and the determination of his/her remuneration
(iv) the discharge of the directors and the auditor and, if necessary, the institution of proceedings by the association against the directors and the auditors;
(vi) the dissolution of the Forum;
(vii) the expulsion of a Member;
(viii) the transformation of the ASBL into an AISBL, into a cooperative company approved as a social enterprise and into an approved social enterprise cooperative company;
(ix) to make or accept the contribution of a universality free of charge;
(x) all other cases where required by law or by these articles of association.
Article 21 Organization and convocation
Each year an ordinary general meeting of the Members is held, on the first Tuesday of June at 10:00, in order to approve the annual accounts (hereinafter the “Ordinary General Meeting”). If the date specified above falls on a legal holiday, the Ordinary General Meeting will be postponed to the next business day.
At this meeting, the Ordinary General Meeting shall also appoint new members to the Board of directors to fill any vacancies.
The Board of Directors and, if applicable, the auditor, shall also convene the General Meeting in the cases provided for by law or these Articles of Association, as well as whenever the interest of the Forum so requires or when at least one fifth of the Members so request (“Extraordinary meetings of the General Meeting”). In the latter case, the Members shall indicate the subjects to be included in the agenda in their request. The Board of Directors or, if applicable, the auditor shall convene the Extraordinary meeting of the General Meeting within twenty-one days of the request for the meeting, and the Extraordinary meeting of the General Meeting shall be held no later than the fortieth day following such request.
The notice with the agenda for a General Meeting shall be sent by the Chair of the Board of directors to each Member by e-mail at least two weeks prior to the date of the meeting.
Together with the notice for the Ordinary General Meeting, the Chair of the Board of directors shall send to each Member a notice of any vacancies on the Board of directors and request nominations for candidates, who must be nominated separately and seconded by a Member. Members must have been involved in the Forum’s activities for at least one year in order to be able to nominate an eligible candidate for election to the Board of directors. Each Member shall be entitled to put forward no more than one candidate from its organisation but may nominate and second any number of candidates from other organisations. Particulars of each candidate shall be circulated to Members before the Meeting. Elected members shall take office at the conclusion of the election.
Article 22 Meetings - Deliberations - Proxy - Written procedure
The General Meeting is chaired by the Chair of the Board of directors or any other person designated by him/her. The Chair can appoint a secretary.
All Members shall have an equal vote at the General Meeting. Each Member shall have one vote.
Except as otherwise provided in the Companies and Associations Code, the General Meeting shall not take any decision unless this decision is taken by a simple majority of the votes cast, regardless of the number of Members represented at the General Meeting.
Meetings may also, upon proposal of the Board of directors or the person convening the meeting, be held remotely, by electronic means or any means of voice communication (call-conference), visual means (video-conference) or literal means (discussion on a secure internal or external platform or by exchange of e-mails of all Members connected at the same time on the same messaging system). Members who participate in this way in the General Meeting are deemed to be present at the place where the General Meeting is held, for the purposes of compliance with the conditions of presence and majority.
The Board of directors shall establish, if necessary in the framework of internal rules, the modalities for determining the quality of membership and the identity of the person wishing to participate, and possibly the modalities for securing the communication, those according to which it is established that a Member participates in the General Meeting thanks to the remote means of communication used and can therefore be considered as present.
The electronic means of communication must at least allow each Member, in a direct, simultaneous and continuous manner, to follow the discussions within the meeting, to participate in the deliberations, to exercise its right to ask questions and, on all the points on which the meeting is called upon to decide, to exercise the right to vote.
Any Member may give another Member a written proxy to represent him or her at the meeting and vote in his or her place. A Member may hold multiple proxies.
A Member may even cast his/her vote remotely before the meeting, by mail or using a form made available by the Forum.
The minutes of the General Meeting shall be kept in a register signed by the Chair of the Board of directors who shall ensure that it remains available to Members.
The Members may, unanimously and in writing, take all decisions that fall within the powers of the General Meeting, with the exception of the amendment of the Articles of Association. In this case, the formalities for convening the meeting need not be fulfilled.
Article 23 Amendments to the Articles of Association
No alteration or addition to the Articles of Association may be made unless:
(i) at least two thirds of the Members are present or represented. If this condition is not met, a second notice of meeting will be required and the new meeting will deliberate and decide validly, regardless of the number of Members present or represented. The second meeting may not be held within fifteen days of the first meeting ;
(ii) it is approved by a at least two thirds of those Members present or represented.
Article 24 Finances
The Forum shall be funded by membership fees as determined by the General Meeting for existing Members and by the Board of directors for the first year for newly admitted Members. Membership fees shall be payable upon joining the Forum and at a set date every year thereafter. The Board of directors may charge a fee to non-Members who wish to attend Forum functions.
Any surplus at the end of a financial year shall be used as decided by the General Meeting or, in the event the Forum ceases to exist, allocated to another non-profit organization.
Article 25 Budget and accounts
The Forum’s financial year starts on 1 January and ends on 31 December of each year.
The annual accounts of the Forum are denominated in euros and must be audited by an external auditor, appointed by General Meeting.
The Board of directors shall prepare and submit for approval to the General Meeting the accounts for the previous financial year and the external auditor’s report.
Article 26 Internal regulations
Internal regulations may be established by the Board of Directors. The internal regulations and any modification to them are communicated to the Members or made available on the website of the Forum.
Article 27 Steering Committee
The Steering Committee (SC) is an advisory committee comprised of members of the European Parliament drawn from each of the Parliament’s main groups and appointed in such a manner and by such procedures as the Steering Committee may from time to time decide.
The SC shall appoint, from amongst its members, a chair and a vice-chair for a renewable two-year term.
The SC shall exercise its functions by such means and at such times and places as it deems fit but it:
- shall consult with the Board of directors on the general direction of the Forum in cooperation with the Board of directors and the General Assembly ;
- shall regularly meet with the Board of directors to review, amongst other matters, the work of the Forum and the agenda of upcoming meetings.
Article 28 Dissolution
The Forum can be dissolved at any time by decision of the General Meeting under the same conditions as for the modification of the object or the disinterested purpose of the Forum. The reporting obligations, if any, applicable according to the law will be fulfilled in this context.
Article 29 Liquidators
In case of dissolution of the Forum, for whatever reason and at whatever time, the directors in office are appointed as liquidators under these articles of association if no other liquidator has been appointed, without prejudice to the right of the General Meeting to appoint one or more liquidators and to determine their powers and emoluments.
Article 30 Allocation of the assets
In case of dissolution and liquidation, the Extraordinary General Meeting decides on the allocation of the association’s assets, which must in any case be allocated to a disinterested purpose.
This allocation is made after all debts, charges and liquidation expenses have been settled or after the necessary amounts have been deposited.
Article 31 Election of domicile
For the execution of these Articles of Association, any Member, auditor, liquidator domiciled abroad, shall elect domicile at the registered office where all communications, summonses, writs and notifications may be validly made to him/her if he/she has not elected another domicile in Belgium vis-à-vis the Forum.
Article 32 Jurisdiction
For any dispute between the Forum, its members, directors, auditors and liquidators relating to the affairs of the Forum and the execution of the present articles of association, exclusive jurisdiction is attributed to the courts of Brussels hearing the case in French, unless the Forum expressly renounces it.
Article 33 Applicable law
The present articles of associations are governed by Belgian law.
The provisions of the Belgian Code of Companies and Associations which would not be lawfully derogated from are deemed to be included in the present articles of associations and the clauses contrary to the imperative provisions of the Belgian Code of Companies and Associations are deemed not to be written.