Statutes

INSTITUTE FOR EUROPEAN TRAFFIC LAW

A non-profit association

STATUTES
As included in the Memorandum of Association signed on 9 June 2011

INSTITUTE FOR EUROPEAN TRAFFIC LAW

A non-profit association

STATUTES

As included in the Memorandum of Association signed on 9 June 2011

Article 1 General

NAME

The Association shall bear the name “Institute for European Traffic Law”, a non-profit association.

SEAT

The seat of the Association shall be Bertrange, Luxembourg. The seat may be moved to Luxembourg City following a motion from the Board of Directors.

REGISTER INSCRIPTION

The Association – hereinafter the “Institute” – has been inscribed in the Luxembourg Register of Commerce and Companies.

OFFICIAL LANGUAGES

English, French, German and Italian shall be the Institute’s official languages.

For any issues of interpretation in any other official language, the French version of the Statutes shall prevail.

Article 2 Purpose and aims

1. Primarily within the framework of the European Union, the Institute shall aim to serve research, the political decision-makers, the business community and the consumers in all matters of national and international traffic law.

The Institute shall organise congresses, seminars, training courses and colloquia as well as other events to

-coordinate teaching and research in all areas of traffic law

-facilitate continued training for all traffic law professionals

-promote the exchange of scholarship and practical experience.

The Institute shall organise the European Traffic Law Days, which shall take place annually in various European cities, including regular conferences in Luxembourg.

The Institute shall announce an annual award for dissertations in the field of European traffic law. The Executive Committee shall determine the prize money and the eligibility criteria.

Article 3 Membership

Any person of full age who is connected with traffic law and its practice in the European Union is eligible to become an individual member.

Corporate membership shall be open to legal persons as well as authorities and associations. The status of corporate members shall be equivalent to that of individual members.

The Executive Committee shall admit members at its sole discretion. It may refuse admission without any justification.

Membership shall end with the death of an individual or for corporate members, with the loss of their legal personality. Membership may also end by resignation or exclusion.

Resignations shall be filed in writing by registered mail with proof of delivery no later than six weeks prior to year’s end.

The General Assembly shall exclude any member for conduct seriously prejudicial to the Institute’s interests or if it deems the exclusion to be in the Institute’s best interest. Exclusions shall be effective as of the date notification is received.

Any members in arrears with their membership fees for 12 months shall be deemed to have resigned.

The minimum number of members shall be three.

6. An annual membership fee shall be charged. The amount payable shall be agreed annually by the General Assembly upon proposal by the Board of Directors. The membership fees applicable to natural persons may differ from the fees applicable to corporate members. Annual membership fees shall not exceed €5,000.00 for corporate members and €500.00 for natural persons. Membership fees shall be due on 31 March of each year. The payment modalities shall be set down in the Rules of Procedure.

Article 4 Governance

1. The Institute shall be governed by the bodies and officers below:

the General Assembly

the President

the Board of Directors

the Executive Committee

Article 5 the General Assembly

1. The General Assembly shall be the supreme governing body of the Institute.

Appointments – dismissals

The General Assembly shall be responsible of electing and dismissing:

the President,

the Honorary President,

the Vice-Presidents,

the members of the Board of Directors,

the Auditors.

General Assembly decisions shall be required for:

– amendments to the Statutes;

– the appointment and dismissal of Directors;

– the approval of budgets and annual accounts;

– the dissolution of the association

The General Assembly shall adopt Rules of Procedure; it shall approve the annual report and accounts, and determine the amount and due date of annual membership fees. The General Assembly shall discharge the Board of Directors.

Article 6 Organisation of the General Assembly

1. The General Assembly shall meet at least once a year.

2. General Assemblies shall be convened

by decision of the Board of Directors,

by request in writing by one fifth of the members.

General Assemblies and Extraordinary General Assemblies shall be convened by the President by sending written notification including the agenda not less than three weeks before the date of the meeting, by mail, telefax or e-mail.

The President – or a deputy – shall chair the meetings.

Members unable to attend may vote by proxy. Each member may represent up to three other members.

The General Assembly shall be quorate irrespective of the number of members present. Each member shall have one vote. The General Assembly shall decide by a simple majority of the vote. Votes shall be cast by show of hand, unless a secret ballot is requested for elections. Abstentions shall not be counted as votes cast. In the event of a tie, the proposal shall be regarded as rejected. The Vice-Presidents and the Board of Directors may be appointed en bloc. A two-thirds majority of the members present or represented by proxy shall be required for decision on the dismissal of members of the Board of Directors.

Decisions of the General Assembly shall be recorded in minutes, which are to be duly signed by the chair of the General Assembly and the minute-taker. A copy of the minutes shall be sent to the members by mail, telefax or e-mail. Third parties may request copies of the minutes in writing including their signature (letter or fax addressed to the Institute’s seat).

amendments to the Statutes

Proposals to amend the Statutes may be submitted by

every member

the Executive Committee

the Board of Directors

Members shall submit their proposals to the President in writing no less than two weeks prior to the General Assembly by mail, telefax or e-mail.

Amendment proposals shall be submitted by the Board of Directors to the General Assembly for timely comment.

To ensure a valid vote, the proposed amendments must be included in the invitation to the General Assembly meeting, which must be attended by two-thirds of the members. A two-thirds majority shall be required to pass any amendment.

Should the General Assembly meeting fail to reunite two-thirds of the members, present or represented by proxy, a second meeting may be convened which shall be quorate irrespective of the number of attendants. However, such decision shall be subject to declaratory judgement by a civil court.

If the amendment bears on the statutory object of the Institute, the rules below shall be applicable:

a) the second meeting shall have a quorum if at least half of the members are present or represented by proxy;

b) decisions in any meeting of the General Assembly shall require a three-quarters majority;

c) where less than two-thirds of the members are present or represented by proxy at the second General Assembly meeting, the decision shall be subject to declaratory judgement by a civil court.

Article 7 the President

1. The President shall convene and chair the European Traffic Law Days and meetings of the General Assembly, the Board of Directors and the Executive Committee.

The number of Vice-Presidents shall not exceed six. The Board of Directors shall designate one or two Vice-Presidents as deputies to stand in for the President should the latter be unable to assume his/her duties.

The Vice-Presidents shall by right be members of the Board of Directors and may attend Executive Committee meetings as non-voting advisors.

Former Presidents including the former President of the “Institute for European Traffic Law” under German law may be appointed Honorary Presidents. Honorary Presidents may attend Board of Directors and Executive Committee meetings as non-voting advisors.

Article 8 Board of Directors

1. The Board of Directors shall be composed of the President, up to six Vice-Presidents and up to twenty-seven further members.

2. Preferably, the following areas shall be represented on the Board of Directors:

– the insurance industry

– members of the bar

– the European Commission

– consumers

– the European Parliament

– academia

The term of office on the Board of Directors shall be three years calculated from the date of a regular General Assembly to the next regular General Assembly, however no longer than to the appointment of successors.

Members of the Board of Directors nominated by corporate members as their representatives on the Board can at all times be removed from this position by the corporate member in question. The corporate member withdrawing its representative shall not be entitled to fill the vacant seat at its own discretion. Rather, it shall be filled for the remaining term of office with the appointee of the General Assembly. In this by-election, the General Assembly may appoint either another representative of the corporate member or any other member.

Article 9 Duties of the Board of Directors

1. The Board of Directors:

– shall direct the work of the Institute and represent it in and out of court;

– may delegate, at its discretion, its powers to one of its members or to a third party if so provided in the Statutes or approved by the General Assembly;

– may appoint a General Manager charged with the supervision of administrative affairs;

– shall annually submit to the General Assembly’s approval the annual accounts for the lapsed business year and the budget for the next business year;

– shall advise on any proposed amendment to the Statutes or the Rules of Procedure;

– shall appoint amongst its ranks the members of the Executive Committee. They may be elected en bloc.

– shall designate one or two Vice-Presidents as deputies to stand in for the President should the latter be unable to assume his/her duties;

– shall adopt recommendations;

– may set up working groups;

– shall draw up its Internal Regulations.

The Board of Directors shall be quorate when at least the President or a Vice-President and ten further members are present or represented by proxy at the time the decision is taken. Decisions may be taken in writing and shall be appended to the minutes of the meeting submitted to the next Board of Directors meeting. Decisions shall be taken by a simple majority of the votes cast. In the event of a tie, the proposal shall be regarded as rejected.

To ensure the institute’s administration, the Board of Directors may appoint a General Manager charged with the supervision of administrative affairs. It may also give this representative power of attorney to represent the Institute. The applicable rules shall be specified in more detail in the Board’s Internal Regulations.

Article 10 The executive committee

1. The Board of Directors shall appoint from amongst its ranks an Executive Committee, which may consist of the President, his deputy Vice-President(s) and up to seven Board members.

2. The Executive Committee

– shall draw up its Internal Regulations.

– shall adopt Financial Regulations

– be responsible for the day-to-day management of business and execute its tasks as set forth in the present Statutes and decisions of the Board of Directors.

The Executive Committee shall normally meet once every two months and the meeting shall be convened by the President.

Article 11 Auditors

1. The General Assembly shall elect two Auditors among the members to audit the Institute’s finances. They may not simultaneously hold any other office in the Institute.

2. The term of office for each Auditor shall be three years, calculated from a regular General Assembly to the next regular General Assembly.

Article 12 Application of funds – reimbursement of expenses

1. Revenue and any profit may only be used for the purposes and aims of the Institute as laid down in the present Statutes.

Any membership fees, benefits and contributions in kind shall accrue to the Institute’s assets and shall be utilised exclusively for the purposes and expenditure laid down in Article 2 of the present Statutes. All Institute assets shall be earmarked in line with the relevant tax laws.

reimbursement of expenses

The President, the Honorary President(s), the Vice-Presidents, the Auditors and the members of the Board of Directors shall be eligible for a refund of the expenses incurred on behalf of the Institute, unless they represent a corporate member. The details of the refund shall be set down in the Rules of Procedure.

Article 13 Dissolution

1. The dissolution of the Institute shall require the decision of a General Assembly attended by two-thirds of the members. Should no quorum be attained, a second General Assembly may be convened, which shall be quorate irrespective of the number of members present. The decision to dissolve the Institute shall not be valid unless the proposal is adopted with a two-thirds majority. Any decision to dissolve the Institute taken by a General Assembly attended by less than by two-thirds of the members shall be subject to declaratory judgement by a civil court.

In the event of the Institute’s dissolution, the General Assembly shall appoint two liquidators. After settling liabilities, any surplus assets shall be donated to a foundation under Luxembourg law or to an organisation of public utility recognised by Grand-Duke’s decree, pursuing aims and activities in line with the provisions of Art. 2 of the present Statutes.

Should members resign from the Institute, upon the Institute’s dissolution or for any other reason, they shall not receive any share of the Institute’s assets or any compensation or other reimbursement, neither for membership fees nor for any assets contributed in kind.

Article 14 Miscellaneous provisions

1. Any aspect not covered herein shall be subject to the Luxembourg Law of 21 April 1928 on non-profit associations and foundations.

The Institute’s business year shall be the calendar year.

The place of performance and jurisdiction for all rights and duties arising from the Statutes shall be Luxembourg City.

Amendments to the Statutes, the appointment, resignation or dismissal of members of the Board of Directors shall be published in the “Memorial” (Official Journal of the Grand Duchy of Luxembourg).