European Federation for Transport and Environment

Constitution

Identification No.: 7800/93

NAME

Article 1:

It is hereby constituted an international not-for-profit association under the law 25 October 1919 modified by the laws of 6 December 1954 and 30 June 2000. The Association shall be named "European Federation for Transport and Environment" in English and "Fédération Européene pour le Transport et l'Environnement" in French. The name can be abbreviated to "T&E", which will be used in the rest of this document.

REGISTERED OFFICE

Article 2:

The Association is based in the Region of Brussels. T&E has its office at 1 Rue de la Pépinière, B- 1000 Brussels and is headed by a Director. The address can be transferred to any other place in Belgium on simple decision of the Board published within a month in the "Moniteur Belge".

OBJECT

Article 3:

T&E is an independent pan-European association with scientific and educational aims, with no party political affiliation and devoid of any profit making motive.

Its object is:

• to promote a policy of transport and accessibility, based on the principles of sustainable development, which minimises negative impact on the environment and health, use of energy and land and all economic and social costs, maximises safety, and guarantees sufficient access for all;

To attain those objectives, T&E will:

• promote, undertake and co-ordinate research and studies;
•  disseminate information to its members, other organisations, media, political institutions and the general public;
• perform scientifically-based initiatives on European level i.a through the preparation of recommendations aimed at pursuing the objectives of T&E and bring them to the attention of the relevant authorities, in particular within the context of the European Union;
• coordinate the relevant activities of member organisations, collaborate with them and,
• use any other appropriate means.

MEMBERS

Article 4:

The association is composed of full members, associate members, and supporting members. The association consists of at least 3 members. Can become member of the association any physical or moral person legally established according to its own national legislation.

1. Full members
   Not-for-profit organisations, national or covering a significant area of a country, with aims which correspond to those listed above, for example transport users' groups, organisations concerned with environmental effects of transport and environmental protection groups with an interest in transport policy.
   
   
2. Associate members
• international, not-for-profit organisations which share T&E's aims or which take an interest in T&E's activities, for example cyclist, pedestrian, consumer and environmental organisations;
• regional or national not-for-profit organisations which share the aims or are interested in T&E´s activities, but do not meet the criteria listed in 4.1.
3. ­Supporting members
   Individuals and organisations companies in­terested in the aims or activities of T&E. The maximum fee for full members is 10.000 euros per year. The maximum fee for other members is 50.000 euros per year.

Article 5:

Applications for membership must be sent in writing to the Board. The Annual General Meeting (AGM) decides on applications for full or associate membership, on the basis of a recommendation by the Board. Applications to be supporting member are approved by the Board.

Article 6:

Membership of T&E requires acceptance of its constitution and of decisions taken in accordance with the constitution. Organisations accepted as full, associated or supporting members of T&E are authorised to publicise themselves as such.

Article 7:

Membership will cease when the written resignation of the member is accepted by the Board, when the member is dissolved or when the member is expelled. Expulsion of a member may be pronounced by the AGM giving its decision by a 2/3 majority of the votes present, either for failure to pay a subscription or for taking actions or expressing views contrary to the aims of T&E.

No member may be expelled without having been informed in writing of the reasons behind such expulsion. Such notification shall be given at least three months before the date of the General Meeting required to decide on the matter, and the member shall have been given the opportu¬nity to put forward its defence.

Article 8:

A member that ceases to belong to T&E does not have any claim on the assets of T&E.

THE ANNUAL GENERAL MEETING

Article 9:

9.1

The supreme body of T&E is the Annual General Meeting (AGM), constituted by the full members. Associate and supporting members are invited to the AGM but are not entitled to vote.

9.2

The regular duties of the AGM are:

1. to appoint and revoke board members,
2. to appoint and revoke internal auditors,
3. to set the size of the annual membership fee of full and associate members,
4. to discuss the activities of T&E and make proposals and recommendations,
5. to endorse or reject the annual report,
6. to endorse or reject the accounts over previous financial year
7. to endorse or reject the budget for the coming year
8. ­discharging of liability to the board members

9.3

In addition, the AGM has the following powers which it may choose or be invited by the Board to exercise as circumstances dictate:­

1. ­to modify the constitution
2. to pronounce the dissolution of the federation
3. to appoint and expel full and associate members
4. to adopt and modify internal rules and regulations
5. to set the number of board members for the coming year; the board must be composed of at least 5 member and by a maximum of 12 members
6. to exercise in a general way all powers awarded by law and the constitution
7. to endorse or reject the planned activities for the coming year

Article­ 10:

The voting entitlement of each full member is "one member one vote".

Article 11:

Voting rights are only the entitlement of delegates from members that have paid the stipulated subscription fee for the previous year. Only delegates showing a written power of attorney from a deciding body of the full member he/she is representing can vote. No delegate can have more than one power of attorney in addition to his/her own vote.

Article 12:

Decisions made by voting, are taken with simple majority of the votes present except for circumstances elsewhere described in this constitution. At elections relative majority is applied. If the votes are equal, the president of T&E, or his/her acting substitute, holds the casting vote, except for elections when lottery is applied. All voting is open unless a voting delegate demands secret ballot. At elections, ballots including more names than the number of seats in the ballots, or other names than those of the announced candidates, are invalid.

Article 13:

The AGM should be convoked in writing by the Board to the members every year no earlier than March 1st and no later than April 15th with a minimum of six weeks notice. The AGM shall be held in Brussels.

Article 14:

The agenda of the AGM should include:

• ratification of register of voting delegates
• decision whether the AGM has been properly convened
• election of chairperson and assisting chairperson for the AGM
• announcement of the Board’s choice for secretary for the AGM
• report of the Board
• report of the internal auditors
• ratification of the financial report
• approval of the reports and discharging of liability to the Board members
• membership changes/reratification of register of voting delegates to reflect any membership change
• proposals from the Board to the AGM, incl subscription fees, workplan and budget for the coming year
• proposals from members to the AGM
• number of Board members to be elected
• election of Board members
• election of auditors
• any other business

Decisions can only be made on issues presented on the agenda. Any other business can be discussed without decisions being made. Decisions of the AGM are classified in a dedicated file, kept at the association’s legal address. Decisions of the AGM will be sent in writing to all full members. Any interested party can ask for the decisions of the AGM from the office of T&E

Article 15:

The Board is obliged to convoke an extraordinary general meeting as soon as a number of full members, representing at least 20 per cent of the votes have requested in writing to the Board do so.

Extraordinary general meetings can be convoked by the Board at any time. Extraordinary general meetings shall be convoked at no less than 45 days notice. The meeting shall be held in Brussels.

Article 16:

Proposals for decisions on the AGM from a full member should reach the Board no later than November 15th the previous year.

THE BOARD

Article 17:

T&E is administrated by a Board formed by no fewer than 5 person and no more than 12 persons. The board is appointed by the AGM. The mandate of a Board member is two years and is renewable.

Article 18:

The Board is entrusted with the most extensive powers for the administration and the management of T&E. This includes:

• to prepare proposals to the AGM including yearly work plans and budgets and changes in the membership,
• to execute decisions taken by the AGM,
• to develop and decide on the policies of T&E in political and organisational matters, taking into account the decisions taken by the AGM,
• to appoint the Director of the office and define his/her duties.

The board is responsible for all matters with the exception of those matters for which the AGM has been given the responsibility in this constitution or by Law. In the absence of a special delegation, all the acts engaging the association and regularly decided upon by the board, are signed by the President or, in case of absence, by the vice-president jointly with another member of the board. The president is competent to suit actions in justice.

Article 19:

The Board itself will appoint a president of T&E, two vice presidents, who will substitute for the president in case of absence, and a treasurer. The Board can, revocably, appoint one or several of its members to exercise some of its powers.

Article 20:

The Board will meet at least four times a year, convened by the acting president or, if specially, on a decision of a majority of the Board's members.

Article 21:

The decisions of the Board are taken by a majority of the members present. Each member has one vote. In case of equality in votes, the vote of the acting president is the casting vote. Decisions can only be made when a minimum number of at least half the Board members is present.

Article 22: The financial year begins each year on January 1st. The accounts must be closed on December 31st.

CHANGES TO THE CONSTITUTION

Article 23:

This constitution can be changed on proposal in advance and in writing from the Board or from one or several full members.

Decisions on the change of the constitution can only be taken if 2/3 of the full members are present or represented. Decisions to change the constitution must be accepted by at least 2/3 of the votes present at a general meeting. Proposals should be included with the convocation of the annual general meeting. If the first meeting can not decide on the changes of constitution because less then 2/3 of the members are present or represented, then a second meetting can be called. This meeting can decide, irrespective of the number of members present. The decisions of this meeting will have to be approved by the civil court.

Modification to the constitution must be submitted to the Ministry of Justice for approval and be published in the "Moniteur Belge".

DISSOLUTION

Article 24:

Proposals for the dissolution of T&E must proceed from the Board or from a number of full members representing two thirds of the votes recognised for general meetings. Proposals should be included with the convocation for the general meeting. In this case the general meeting can only validly deliberate if full members representing 2/3 of the votes recognized for general meetings, are present. Decision on dissolution will be valid only if approved by the majority of 2/3 of the votes present. In case of dissolution of T&E the general meeting will decide on the destination of the net assets, which shall be donated to NGOs in Europe working on environment.

Article 25:

If any general meeting does not have the necessary quorum to decide on the dissolution, another general meeting can be convoked in the same condition as the anterior and it will definitely and validly deliberate whatever the number of present full members is.

Article 26

All provisions not considered by the present constitution are ruled by the articles of the law 25 October 1919 as modified by the laws of 6 December 1954 and 30 June 2000.