Statutes adopted by the Extraordinary General Assembly held on May 11, 2012 in Brussels (Belgium) Royal Decree of 16.07.2012
European Association of Search and Database Publishing (EASDP) International Association in Brussels
Art. 1: Name and Registered Office
The name of the Association is “European Association of Search and Database Publishing”, known as the EASDP. The Association´s registered office is located at Avenue Franklin Roosevelt, 127, 1050 Brussels.
The registered office may be transferred to any other place in the Brussels region by simple decision of the Board of Directors to be published within one month of the date of the decision in the Appendices to the Moniteur Belge.
Art. 2: Purpose and activities
The Association which is devoid of any profit motive, and which is gathering the search, database and directory publishing industries as defined in the Internal Regulations, has as its purpose the following activities:
- identifying and representing the interests of the above mentioned industries before European and International institutions and organisations;
- monitoring European legislation and taking part in the drafting of rules and standards concerning the above mentioned industries;
- defending and representing the interests of its members and pursuing any other activity in the general interest of its members.
- fostering bonds of common interest between players in the above mentioned industries in all aspects of their professional life;
- maintaining and promoting the observance of the code of professional practice, which is devised by the Association and embodies the principles of fair competition, and on this basis opposing all forms of dishonest business practice;
- carrying out studies and research in the field of the above mentioned industries and acquiring information for dissemination to the members to aid them in the conduct of their business;
- organising congresses, conferences, seminars and exhibitions in order to extend professional expertise and encourage a spirit of co-operation and exchange of experience between members;
- publishing a list of members and other documents in order to communicate information relating to the above mentioned industries.
Art. 3: Languages
The customary language of the Association is English. In relations between members or with third parties the use of German and French languages are equally permissible. For legal purposes, French will be the official language and the official version of the Statutes will be the French one.
Art. 4: Membership
Two types of membership are available: Full membership and Associate membership. Full members have voting powers, they have to pay membership fees and they can serve as members of the Board of Directors. Associate members have no voting powers, they pay a reduced membership fee and their representatives cannot serve as members of the Board of Directors.
Any individual person or legal entity incorporated in Europe including overseas territories, that belongs to the search, database or directory publishing industries or any association of companies of the above described industries and incorporated in Europe may apply to become a Full Member.
Any other individual person or legal entity not entitled to be a Full member may apply for Associate membership.
The rights of the members are as follows:
Full members have voting powers in the General Assembly on the basis of one member/one vote and can use the Association logo
Associate members can use the special “Associate member” logo
4.3 Application for Membership and Admission of Members
The applications to join must be addressed to the registered office of the Association.
All members must sign a declaration agreeing to recognise the existing Statutes. Full Members must sign a declaration agreeing to respect the Code of Professional Practice of the Association
All applications for membership will be notified to the members.
The Board of Directors will consider and decide on each application according to the internal regulations of the Association. Membership becomes effective immediately following the notification of the approval of the application.
4.4 Termination of Membership
Members wishing to resign may do so by giving notice by registered letter to the General Secretary of the Association; but their financial obligation to the Association shall not end until the 31 December of that year.
The General Assembly may expel a member for a serious breach of the Statutes, of the Code of Professional Practice, of the concept of professional integrity or other adequate reason. The expulsion from membership can only be decided by a majority of 2/3 of the full members present or represented at the General Assembly. The member whose expulsion is envisaged may attend the General Assembly to present any arguments in his defence.
In case of cessation of activity or dissolution membership will be terminated. Membership will also be terminated, if the annual membership fee remains unpaid after one year from the date of invoice, despite three written applications for payment made over a period of at least three months.
Any individual person or legal entity ceasing to be part of the Association will have no right to any part of the assets.
If a member has been expelled, he can apply to join the Association again, following the procedure as described in Article 4.3, after a lapse of two years.
Art. 5: General Assembly
The General Assembly is composed of all Full members of the Association. Its meetings are open to all Associate members who may take part in a consultative capacity. The Board of Directors may invite anyone else to the General Assembly as an observer.
The General Assembly is sovereign and has full powers to pursue the Association’s purpose.
In particular the following also fall within its area of competence:
- deciding the Association’s overall policy;
- approving budgets and accounts, including the approval of the amounts of the admission and membership fees;
- electing or removing the members of the Board of Directors;
- electing or removing the two members of the Association who verify the annual accounts;
- expelling members;
- approving amendments to the Statutes;
- approving the enactment, amendment or abolition of Internal Regulations;
- approving the minutes of the previous meeting of the General Assembly;
- dissolving the Association
The General Assembly is convened by the President of the Board of Directors. It meets at least once a year. Notice of the meeting has to be given at least 4 weeks before the date of the session. The notice shall include a description of the business to be discussed at the meeting which will include the report of the President, the report of the Treasurer and the report of the General Secretary.
An extraordinary general assembly is convened on the decision of the Board of Directors or upon the written request of 1/3 of the Full members.
Minutes of the assemblies are written in each of the languages quoted under Article 3. They are signed by the President. Copies are sent to all members by post or electronic means within 60 days.
5.4 Voting Procedure
All Full members have the right to vote at the General Assembly. Each Full member possesses one vote. A Full member has the right, by means of an ordinary letter or any other means of written communication addressed to the General Secretary, to be represented by a proxy, who must be a Full member of the Association and may stand proxy for a maximum of three other Full members.
At the meetings a quorum must consist of at least 1/3 of its Full members present in person or by proxy. If less than 1/3 of the Full members are present or represented, the President shall have the right to convene separately and in accordance with Art. 5.3 a second General Assembly which is validly constituted irrespective of the number of Full members present or represented.
A simple majority of the votes of the Full members present or represented at a duly held meeting is necessary to make a decision, except where otherwise specified by these Statutes. Members in arrears with payment of their membership fee for the current year are not entitled to vote.
5.4.1 – Remote voting procedure regarding annual accounts
The accounts of the previous year are submitted to the Full Members in June each year. Members are entitled to vote on the approval of the accounts by posting or faxing a signed document to the General Secretary.
An electronic vote is also accepted provided the signatory is identified by a personal login. Unless otherwise stipulated, any remote vote must be given within 14 days after providing the accounts.
Art. 6: Board of Directors
6.1 Composition of the Board of Directors
The Board of Directors of the Association is composed of:
Two Vice Presidents
At least 5 other Board members.
The outgoing President remains a member of the Board of Directors for a term of two years with the title “Advisory President”.
The members of the Board of Directors are elected by the General Assembly.
All members of the Board of Directors are elected for a period of office of two years. They may be re-elected in the same capacity twice, except the President who cannot serve more than two consecutive terms as President.
In case of vacancy of the seat of President, the remaining Directors have the obligation to immediately elect one of the Vice Presidents to fill the vacancy.
The Vice-President will become “acting President” for the rest of the period of office of the former President until the next General Assembly where elections or extraordinary elections will take place, whichever comes first.
In case of vacancy of the seat of Treasurer, the remaining Directors have the obligation to elect one Director with the exception of the President to fill the vacancy.
The Director will become “acting Treasurer” for the rest of the period of office of the former Treasurer until the next General Assembly where elections or extraordinary elections will take place, whichever comes first.
If a member of the Board of Directors, other than the President or the Treasurer leaves his/her organisation and unless he/she starts working with another EASDP Full Member company within six months, he will have to resign from his/her position. The following General Assembly will elect a new member for the vacant seat for the rest of the period for which the former member was elected. If the General Assembly takes place before the end of the six months period a new member will be elected.
Without prejudice to the sovereign powers conferred upon the General Assembly by these Statutes, the Board of Directors has the following responsibilities:
- formulation of the Association’s overall policy and execution of the Association’s purpose
- implementation of the decisions of the General Assembly
- undertaking initiatives for the benefit of the Association
- approval of the use by the Association of its reserves
- approval of the use of unforeseen revenues to face unforeseeable expenditures
- decision on the application of candidates for membership
- employment and termination of employment of the General Secretary
- proposal of the amounts of admission and membership fees
- creation and dissolution of working groups
The Board of Directors is answerable to the General Assembly.
6.4 Representation of the Association
The Association can only be legally bound vis-à-vis third parties by the signature of two of the four following Directors: President, Treasurer and Vice-Presidents. Legal proceedings, either as plaintiff or as defendant, can also be conducted by any two of them.
Regular meetings of the Board of Directors are normally convened every three months by the President. Notice of the meeting has to be sent by post or by electronic media at least 14 days before the meeting. Special meetings for any purpose or purposes may be called at any time by the President or 50 % of the members of the Board of Directors giving notice to the General Secretary.
The members of the Board of Directors present at a meeting approve and sign its minutes.
6.6 Voting Procedure
The meeting of the Board of Directors is validly constituted if more than fifty per cent of the members are present. Each member of the Board of Directors possesses one vote.
Decisions of the Board of Directors are normally taken by consensus, but if there is no clear consensus, a vote will be taken. To be valid, decisions then require a majority of two thirds of the votes of members present. Absent members may not be represented.
In case the quorum is not reached, absent Directors may join the meeting by remote means, such as video conference or conference call.
Art. 7: General Secretary
The Board of Directors appoints the General Secretary and may terminate his/her mandate.
The General Secretary deals with the day to day administration and management of the Association and is answerable to the Board of Directors.
The General Secretary attends the meetings of the General Assembly and the Board of Directors to give reports on current activities.
He/she or his/her substitute has the right to attend the meetings of all working groups (except if the meeting concerns matters of employment of the General Secretary).
Art. 8: Association Finances
An admission fee is charged for admission to the Association.
Every member of the association shall pay to the Association the set annual membership fee. Special services have to be paid separately by the member for whom they are performed.
The financial year corresponds to the calendar year. The annual accounts of the past year, verified by an auditor and two Full Members elected by the General Assembly are submitted to the General Assembly for approval or presented if already approved according to article 5.4.1. The budget of the following year is submitted to the General Assembly for approval.
The duties of the members of the Board of Directors are undertaken on an honorary basis.
The Association’s finances are managed by the Treasurer and any other person properly involved in the management of the Association’s funds. Reserves are allowed. Their utilization is subject to the approval of the Board of Directors.
Art. 9: Amendments to the Statutes and Dissolution
The General Assembly shall be validly constituted to deliberate on amendments to the Statutes and on the dissolution of the Association only if the object thereof is mentioned explicitly in the notice of the meeting and if 2/3 of the Full members are present or represented. If less than 2/3 of the Full members are present or represented, the President shall have the right to convene separately and in accordance with Art. 5.3 a second General Assembly which is validly constituted irrespective of the number of Full members present or represented.
Any decision shall require a majority of 2/3 of the Full Members present or represented.
Any amendment to the Statutes requires approval by Royal Decree and publication in the appendices to the Moniteur Belge.
In the case of dissolution, the General Assembly names two liquidators and decides on the destination of the assets. The destination must obligatorily be non-governmental organizations, companies recognized as being for the public good or organizations set up for humanitarian purposes.
Art. 10: Internal Regulations
The Internal Regulations complement and illustrate the Statutes of the Association. They are approved or amended by the General Assembly with a majority of 2/3 of the Full Members present or represented.