INDEPENDENT RETAIL EUROPE (1)
Article 1 – Name, office, term
- The international association with a scientific purpose and non-profit aims named:
- "Union des groupements de détaillants indépendants de l'Europe" AISBL
- (Union of groups of independent retailers of Europe)
- (Union der Verbundgruppen selbständiger Einzelhändler Europas)
or "UGAL" for short has changed name. Its new name is Independent Retail Europe. This association is governed by the Belgian Law of 25 October 1919, which has been amended by the laws of 6 December 1954 and 30 June 2000.
- The office of Independent Retail Europe is in a commune of the Brussels Capital Region. At present, it is at B-1040 Etterbeek, Avenue des Gaulois 3, bte 3. The office may be transferred to any other place in that Region by mere decision of the Board.
- Independent Retail Europe is set up for an unspecified term.
Article 2 – Object
The non-profit association follows the object of carrying out research, collecting and disseminating scientific information concerning the legal, economic and social status of groups or associations of groups, legally formed according to the law and custom of their countries, and whose objective is the promotion of independent retailers.
With this objective Independent Retail Europe is allowed to undertake all types of activity that in a general manner can contribute to the implementation of its object, in particular…
- it ensures, especially before the European Union institutions, the representation and the promotion of all its members. It informs the members about any issue of mutual interest, and it acts with a view to contributing to European integration;
- it contributes to exchanges of experience between its members;
- Independent Retail Europe is authorised to become a member of other associations and organisations.
Article 3 – Members, Admission and Termination
The association is open to adhesion according to the following rules:
- The following may become full members of Independent Retail Europe:
- national and international groups, whose purpose is the promotion of independent retailers;
- national or international associations or organisations of groups pursuing a similar purpose;
- full members must be legal persons.
- Independent Retail Europe may admit associate members or conclude cooperation agreements with natural and legal persons who cannot become full members, but who wish to contribute to the objectives of the Association. The General Assembly shall determine the conditions thereof. Associate members have the same rights as full members except the right to vote.
- Applications for admission must first be sent in writing to the Secretariat, which will forward them to the Board.
- The Board shall decide on the admission of members by a two-thirds majority vote of the members represented, subject to confirmation by the next General Assembly.
- Membership can only be refused for objective reasons, which need to be communicated to the applicant.
- Membership shall cease:
- in the event of the dissolution of Independent Retail Europe;
- in the event of resignation. Full or associate members may resign from the association at any time. Resignation must be notified by registered letter to the association's Secretariat. Notification of a resignation made during the year enters into force at the end of the next financial year;
- if the General Assembly decides to ban a member by a two-thirds majority vote of the members represented;
- the grounds for the ban must be cited;
- if a member fails to pay its membership fees by the end of the financial year concerned, despite two reminders (the second being by registered letter).
- A member continues to be liable for payment of membership fees until the resignation or ban becomes effective. Outgoing or banned members, or their lawful successors, have no claim against the assets of the association, or any part thereof.
Article 4 – General Assembly
The General Assembly is the supreme decision-making body, and has full powers to achieve the association’s objectives as set out in Article 2. It consists of natural persons who are the representatives of the full members. Only one representative per full member is entitled to vote in accordance with Article 8. Other representatives of the members may attend the General Assembly without voting rights.
- The General Assembly is responsible, in particular, for:
- decisions about amendments to the statutes;
- electing the Board, its President and Vice-Presidents;
- approving the budget, the auditors' report, as well as granting discharge to the Board;
- if appropriate, the dismissal of members of the Board;
- deciding the dissolution of the association.
- The General Assembly must be convened by the President of the Board at least annually. The invitation and the agenda are to be sent to members by the Secretariat at least three weeks in advance.
- It shall meet as Extraordinary General Assembly on the initiative of the President or on decision of the Board, or at the request of at least one-third of the full members within six weeks of the date of the decision or the request.
- The General Assembly can only decide validly on points that appear on the agenda.
- The General Assembly shall appoint two auditors from member organisations. Within three months of the end of a financial year, they shall verify the regularity of the accounts, and draw up a report on this subject, which is to be submitted to the Board, then sent to all members by the Secretariat for approval by the General Assembly.
Article 5 – Board
- Full members of Independent Retail Europe must be represented in the Board in a manner which seeks to take account of the diversity of their structures and sectors of business activities.
- The Board shall consist of a maximum of fourteen members, chosen from within the General Assembly, and they perform their mandate without remuneration. It shall have a President and a maximum of four Vice-Presidents. They shall all be elected by the General Assembly for a three-year term on a proposal by the Board. They may stand for re-election.
- The President of the Board must originate from a Member State of the European Union.
- Each member of the Board has one vote. The Board can only decide validly if half of its members are present or represented.
- If a full member is represented on the Board by its main elected manager, a salaried manager employed permanently by that organisation may attend the Board meetings without the right to vote.
- The Board shall meet at least twice a year. It shall be convened on the initiative of the President or at the request of at least one-third of the members of the Board. The invitation and the agenda must be sent by the Secretariat to the members at least three weeks before the meeting.
- The Board has all the powers necessary to manage and administer the association, with the exception of those reserved for the General Assembly. The Board is only competent to decide on points which appear on the agenda.
- The Board shall delegate the day-to-day management to a Director General. The responsibilities of the Board include, in particular:
- recruitment and dismissal of the Director General;
- nomination of representatives of the association on organs of other associations or organisations;
- vote of projects and proposals to be submitted to the General Assembly, in particular: the annual budget, membership fees and election of the Board.
- convening the General Assembly.
- The Board may delegate certain tasks to a "Steering Committee" consisting of the President and his 4 Vice-Presidents.
- A member of the Board is deemed to resign when he no longer represents the full member on whose behalf he was elected to the Board.
- Contact details of the members of the Board and of the Director General must be published in accordance with the provisions of the law.
Article 6 – Director General/Secretariat
- The Director General is accountable to the Board.
- The Director General is responsible, in accordance with the statutes and within the approved budget, for administering the association and representing it at all international, EU or national institutions, administrations or associations. His tasks include in particular:
- preparation and drafting of proposals on all matters which require consultation of the Board;
- drawing-up of the annual accounts and the Budget proposal;
- preparation of documents for the General Assembly;
- presentation of an activity report to the General Assembly;
- appointment, supervision and dismissal of employees of the association.
- The current working languages of the Secretariat are English, French and German, without any preference.
Article 7 – Representation of the Association
- Except in case of special proxy, all legal documents that are binding on Independent Retail Europe are to be signed by the President of the Board or by the Director General, without any necessity to justify these powers to third parties.
- All legal actions, both as petitioner and opposing party, are to be taken by the Board, which is to be represented by its President or the Director General.
Article 8 – Voting rights
- The voting rights of full members in the General Assembly depend on membership fees paid. Every 1000 Euro payable in annual membership fees (including the basic amount) confers an entitlement to one vote.
- Full members may decide to have themselves represented by another full member. The number of proxies that a full member may receive is not limited.
In the General Assembly and in the Board, apart from the special cases mentioned in the statutes, decisions will be taken by a simple majority of votes, if half the total votes associated with all the full members are present or represented. Decisions of the General Assembly and Board can be taken by using a written procedure (e.g. by email) or by way of teleconferencing.
The General Assembly and Board can only take decisions by written procedure provided that:
- (i) each full member has been informed and invited to cast his/her vote on the decisions to be taken and;
- (ii) no full member objects to the written procedure.
In order to legitimately oppose the written procedure, a full member has to notify the Director General and President of his objection by email and within the 7 day period subsequent to the dissemination of the invitation to vote.
- Resolutions of the General Assembly and of the Board shall be registered in minutes that shall be distributed to all members after the meetings. Minutes are approved in the next meetings.
- Any proposal aimed at an amendment of the statutes or at the dissolution of the association must emanate from the Board, and in accordance with Article 4 paragraph a), be approved by the General Assembly according to the following arrangements:
- for an amendment of the statutes, a two-thirds majority of the votes of all full members is required;
- the dissolution of the association can only be decided by a three-quarters majority of the votes of all the full members.
- Amendments to the statutes shall only take effect once conditions required by the law have been fulfilled. Particularly they shall be opposable to third parties 10 days only after their publication in the annexes of the Moniteur Belge.
- In the case of dissolution, any assets eventually remaining after fulfilment of the legal obligations shall be transferred to one or more legal person(s) – for example association(s), organisation(s) or group(s) pursuing a similar object and acting for the promotion of independent retailers – according to arrangements decided by the General Assembly.
Article 9 – Working groups
- The General Assembly, the Board or the Director General may decide to set up working groups, which are necessary to achieve the object of Independent Retail Europe.
- The Board may delegate performance of the objects mentioned in article 2 paragraph c) to another organisation and/or carry it out in cooperation with the said organisation.
Article 10 – Membership fees
- The financial year is the calendar year.
- The budget is financed by the membership fees set annually, and paid by the members. The arrangements for calculation of the fees shall be decided by the General Assembly on a proposal by the board, in the "membership fees regulation".
- Except in the case of special arrangements, the membership fees are payable in two instalments. The first instalment, which corresponds to three-fourths of the amount paid in the previous year, is to be paid from 1st January onwards. The second instalment which corresponds to the payment of the balance, based on the above-mentioned arrangements, is to be paid from 1st July onwards.
Article 11 – General Provisions
- The French text of the statutes shall take precedence over translations.
- These statutes shall become applicable on 16 October 2013.
- Any matters not foreseen by these statutes, and particularly notices to be published in the Moniteur Belge, will be settled in accordance with the provisions of the law of 25 October 1919, which has been amended by the laws of 6 December 1954 and 30 June 2000.
(1) approved by the General Assembly of 11 October 2018 in Rotterdam