EPA By-Laws

Preamble

Article 1

The General Assembly of 29 November 2014 hereby creates the Internal Rules of the Association in order to ensure fair treatment and transparent governance within the framework of the Statutes registered in the Moniteur Belge.

These Internal Rules are, in any case, a set of regulations helping to clarify the interpretation of the statutes and developing its previsions.

Name, Acronym and Logo

Article 2

Name of the association: European Parents’ Association

Official acronym: EPA

Official logo: JPG, PNG file

Official name in other languages:

BA:

BE/FR: association européenne des parents d’élèves

BE/NL :

BG:

CZ:

DK:

DE/AT/LI: Europäischer Elternverband

EE:

IE/UK:

EL/CY:

ES: Asociación Europea de Padres y Madres

FI:

HR:

IL:

IS:

IT:

CY/TR:

LV:

LT:

LU:

HU: Európai Szülők Egyesülete

MT:

NO:

PL:

PT:

RO:

SE:

SI:

SK:

Applicable laws and legal status

Article 3

The Association is established in accordance with the Belgian Law of 27 June 1921.

The Association’s legal status is: ‘association internationale sans but lucratif’ (AISBL) an international non-profit organisation, approved by Royal Decree.

The Association’s operations are regulated by Belgian Law.

Legal Seat and Office

Article 4

The legal seat of the Association is c/o LLLP Lifelong Learning Platform Rue de l`industrie 10, 1000 Brussels, Belgium

The effective working office can be situated in another place. The GA shall approve the localization of the office, that shall depend on the president and staff residence or working place.

Aims and mission

Article 5

Related to the aims and missions defined in the article 3 of the statutes, members of the Board of Directors as well as EPA members, with the previous written authorisation of the Board,
shall represent the organization in relevant events, activities and projects organized by the European Commission, the European Parliament, the Council of Europe and all other European and International institutions, networks and consortia that offer the possibility to present the parents’ perspective and contribute to their voice being heard and their message being listened to.
EPA Board of Directors and EPA members shall therefore establish relations with all the authorities at regional, national and EU level, as well as international institutions in the field of education widely considered and be active promoters of the empowerment of parents to be the best educators of their children.

Membership

Article 6

Membership fees for the different categories: full, associate and affiliate member shall be decided upon by the GA following a proposal by the treasurer in accordance with the board of directors and the rates shall be reviewed regularly at least every three years.

Admission

Article 7

The admission of new members shall be discussed in the General Assembly on recommendation by the Board of Directors, based on a written application and a short presentation of the applicant in person during the GA. In case a new member is admitted at the first General Assembly of the year, its membership fee for the given year is due right after admission. If a member is admitted at the second General Assembly of the year, it first pays membership fee in the year after admission.

Rights and duties of members

Article 8

A) It is the right of all members regardless their membership category:

  • to participate at EPA activities at a reduced fee – 3 representatives of each full member, 2 representatives of each associate member and 1 representative of each affiliate member
  • to receive regular information about the activities of EPA, the Board of Directors and all relevant issues concerning parents on European level
  • to disseminate information and seek professional support from EPA or its members concerning issues of their own national interest
  • to disseminate information received from EPA to their members and partners
  • to receive the list of participants in each event of EPA, always with the participants permission
  • to organize events of interest of all or part of EPA members
  • to propose any question for consideration of the Board of Directors to be included in the agenda to be sent to the members one month in advance the General Assembly.

B) It is the duty of all members regardless their membership category:

  • to pay the relevant membership fee within three months from the beginning of the EPA financial year, unless the association reaches a written agreement with the board of directors
  • to send updated information annually and on request to ensure the flow of information

C) It is the right of full members only:

  • to vote at the General Assembly by their representative or by proxy given to another full member
  • to nominate candidates for the Board of Directors
  • to receive information on request about the financial situation and operations of EPA It is the duty of full members.

D) It is the duty of full members:

  • to ensure the safe operations of EPA by regularly participating at General Assemblies or giving proxy to another full member
  • to provide updated information through their yearly membership forms.

E) Modification of membership status

  • A full member can downgrade its membership to another category by written communication to the Board of Directors. The GA has to confirm the new status by vote, shall or reject
  • An associate member can apply to upgrade its membership to full membership only if it is a parent’s organization, which fits in the “full member” definition as per according to article 6
  • An affiliate member can apply for full or associated membership by a formal request to the
    Board of Directors, and shall be voted by the GA.

Resignation, Expulsion, Suspension and Dormant Status

Article 9

The expulsion of members may be decided by the General Assembly if the membership fee remains unpaid by 31 March, unless a prior written agreement has been made with the EPA
Board, or if members lose the qualifications which initially entitled them to membership in case the member has not asked for a dormant status.
In case of dissolution of EPA, any member who ceases to belong to EPA shall have no claim on the funds of EPA.
The members of EPA may resign at least one month before the end of the year by sending a letter to the EPA Board. In case a member resigns after the notifications or invoices for their
annual membership fee was issued, the member still has the duty to pay the membership fee.
Dormant status can be granted to a member for a maximum of 4 consecutive years by written request addressed to the General Assembly offering a reasoning behind the request. Dormant
members will have the general rights of members except the possibility to participate at EPA events for a reduced fee and they have no passive or active voting rights. Dormant members
will also have the general duties of members. This status shall be renewed yearly by the GA.

Organisational Structure

Article 10

The main decision-making body of the Association is the General Assembly, the meeting of all full members.
Any other not full members of EPA can attend the General Assembly, but without voting rights.
In between two General Assemblies the Association is managed by the Board of Directors. The Association’s official representative is the President. The President can delegate any task to another member of the board of directors for the time just necessary.
The Board of Directors is entitled to hire staff within the framework of the annual operating budget and the respective project budgets. The staff answers to the Board of Directors’.

General Assembly

Procedures

Article 11

Notice of the regular General Assembly twice a year shall be communicated in writing by email by the Board, using the official e-mail addresses provided by members on the member’s form or other official communication. Notice of the meeting shall be given at least two months in advance of the date set and the agenda and papers shall be sent at least one month prior to the date specified for the meeting.

The first regular General Assembly of the year is held at a date when the financial and activity reports for the previous year can be discussed and approved. The second General Assembly of the year is to be held at a date suitable to approve the Working Programme and Budget for the next year.

In case of a Special General Assembly convened by any five members, the Board of Directors must give the contact data of all full members to them in order to convene them properly.
Papers for decisions that are distributed to members in advance will not be printed and distributed at the General Assembly again.

Chair

Article 12

The General Assembly shall be chaired by any individual, full member of EPA, to be designated by the Board of Directors.
This mandate shall be during the duration of all the General Assembly, and its functions are:

  • Opening the session
  • Determining the quorum
  • Presenting the Agenda
  • Moderating discussions
  • Closing the session

If the attendance of the president is not possible for any reason, the longest standing vice-president in charge of the Board of Directors will take charge for this GA and its possible subsequent legal or administrative procedures. In case that there are two vice-presidents elected in the same election time, the oldest will chair.

Decision Making – Proxies

Article 13

The proxy for the individual representative of the member can be given via the annual Member’s Form or communication by e-mail by the official representative of the member.
Full members who cannot attend the meeting may give a proxy to be delivered to the President before the meeting. The proxy can only be given to the representative of a voting member. No voting member is entitled to hold more than 3 proxies at a time.
Decisions are made by an open vote except for elections and dismissal of members of the Board of Directors (including the president).

Quorum

Article 14

At the General Assembly, a quorum for valid decisions shall be if half the votes of the full members are represented either in person or by proxy, except in the instance cited in Article 11 of these Internal Rules.

The Quorum is acknowledged by the Chair of the General Assembly to be assigned by the decision of the Board of Directors.

Eligibility of the President

Article 15

In the case of the president, he or she should have been a member of the Board for at least half a year.

Election Procedure

Article 16

  1. Before elections at the GA the EPA office confirms eligibility (the nominating organization is a full member with voting right, the application was sent before the deadline with all necessary info and signatures and that there is no member from the same country already on the Board)
  2.  All eligible applicants are added to the voting card, including their nominating country
  3. Elections are by secret vote
  4. A valid vote :
    All proxy holders vote by putting an X next to the name of maximum the number of candidates equal to the seats open for election. In case there are two candidates from one country, the proxy holder can express a valid vote, voting for any of the candidates eligible to be elected.
    In case there are more than one candidate form one country all candidates shall be on the voting list but only the one who takes most votes will become a member of the Board of
    Directors.
  5. Votes are counted by a committee of three, at least one member with a proxy to vote at the GA (others can be staff or non-voting GA participants)

Vacancies

Article 17

Vacancies on the Board are to be announced to full members when communicating the time, place and agenda of the forthcoming General Assembly. It will also be communicated which countries are eligible for appointing candidates in line with Article 15 of these Internal Rules.

Candidates are to send their application including an introduction of their personal and professional background as well as a work plan in line with EPA’s policy in time to be disseminated amongst those with voting right at the General Assembly.

In case there are no applicants for all vacancies or less applicants receive a majority vote than the number of vacant seats, the vacancies are to be announced again before the next General Assembly.

Term of Office

Article 18

In case a member of the Board is elected President before his/her term as member of the Board is over, the presidential period is for 3 years, but eligibility for re-election is for a limited time so that his/her full term does not exceed 6 years under any circumstances.
Board membership is a personal appointment and for a limited period only. In order to ensure the secure operations of EPA, once elected as President or member of the Board will remain in office even in case the association originally supporting him/her ceases to be a full member of EPA.
Any member of the Board including the President may be removed after discussion and two thirds majority vote by the General Assembly in case his/her activities endanger the existence
of EPA or undermine the reputation of the Association.
The proposal for removal, to be signed by a minimum of three full members, has to be well founded explaining for the General Assembly the nature of endangering or undermining
activities in the proposal.

Duties and Functions of the Board

Article 19

The Board of Directors shall maintain appropriate accounting information, minutes of meetings and a register of member associations. The Board of Directors is entitled to decide on entering into partnerships and to apply for projects grants as long as it does not need a change of the operating budget accepted by the General Assembly and it is in line with the EPA mission and vision.

The Board of Directors is responsible for the organization and professional content of conferences organized and communications issued by EPA. The Board of Directors is required to organize regular communication towards and amongst its members by maintaining a website, publishing regular newsletters in electronic format and other means.

Board of Directors’ members do their work on a voluntary basis and are not entitled to receive a fee for their activities. Board of Directors’ members are entitled to be fully reimbursed for
all direct costs occurring in connection with their activities as Board of Directors’ members.
Any Board of Directors’ member has the right, with the approbation of the GA, to receive contractual fees as staff cost from the Association for work done that exceeds his/her duties
as Board of Directors’ member, especially when taking part in a project of the Association.

Article 20

Every issue may be determined by a simple majority of the votes cast at a meeting, but a written or electronic resolution signed by all the Board of Directors is as valid as a resolution passed at a meeting in person (and for this purpose the resolution may be contained in more than one document and will be treated as passed on the date of the last signature). Should two Board of Directors’ members exercise a veto on a written or electronic decision then the Board of Directors must meet in person.
A procedural defect of which the Board of Directors are unaware at the time does not invalidate decisions taken at a meeting.
In case of an equal number of votes resulting from a vacancy in the Board of Directors or an even number of total votes resulting from a Board of Directors’ member being excused or absent, the vote of the president has a decisive power.
On request, minority votes are to be recorded in the minutes of the Board of Directors meeting.

Press Statements

Article 21

All press statements issued on behalf of the Board should be approved by a simple majority vote of the Board. All press statements of the Board, the President and the Vice Presidents
are to be published on the EPA website, blog or social media at the time of publication. In case the press statement is particularly relevant to a member’s state that member should be
informed out of courtesy.

Quorum of the Board

Article 22

The quorum of the Board of Directors shall be of half of its members.

Resignation

Article 23

Any member of the board of Directors may resign by written notice addressed to the President.
In case of a resignation, the vacancy is to be announced at the next General Assembly with the prospect of a full term on the Board.

Annual Audit

Article 24

The General Assembly elects an independent auditor (i.e. a former EPA president, former Treasurer, etc) or an official registered auditor if required by any funding agreements to review the accounts of the Association. The report of the Auditor is to be communicated to the first General Assembly of the year approving the reports and before giving discharge to the Board.

Staff and Honorary Titles

Project Manager(s)

Article 25

One or more project managers may be hired on the decision of the Board of directors as part time or full-time staff within the approved budget of the Association to support the
management functions and operations of the Board and to manage projects of the Association.
Hiring or dismissing a project manager is approved by the Board of directors. The Board of directors’ decision authorises the President to enter into contract with the hired staff member
and exercise all duties of employer except hiring and dismissal.
The project manager can be asked to take part at Board of Directors meetings, when discussing points on the agenda that are connected to the work of the project manager.

Trainee(s)

One or more trainees may be hired on the decision of the Board as part time staff within the approved budget of the Association to support the management functions and operations of the Board.

Hiring or dismissing a trainee is approved by the Board. The Board decision authorises the President to enter into contract with the hired staff member and exercise all duties of employer except hiring and dismissal.

Ambassador

Article 26

The honorary title of Ambassador may be awarded by the Board of Directors or the General Assembly to persons supporting the operations of the Association for a maximum of one year. The term of the title may be extended by one year twice, which means a maximum of three years.

Any member of the Board of Directors, once his/her mandate is over, is eligible by the General Assembly for representing EPA in the position of Ambassador, especially if he/she is occupying
any position in representation of EPA in other organisations or committees. The General Assembly shall decide on the proposal of the Board of Directors.
The former Board of Directors’ member as Ambassador is required to support the activities of his/her successor to ensure smooth transition.
Ambassadors may receive reimbursements for their direct costs on the basis of a case-by-case decision of the Board of Directors.

Advisory Committee

Article 27

The Board of directors can propose and establish an advisory committee.
The objectives of this body are to advise the board of directors on projects and initiatives that may be included in the annual work program.
The advisory committee will be composed of people of recognized prestige in the fields of action of EPA, experts in the management of aisbl and in projects in which EPA is involved.
The GA will approve the composition of this advisory committee.
This advisory committee will meet as many times as summoned by the board of directors, in the place where it is agreed by the board and under the agenda that is established.

Representative in Brussels

Article 28

The Board of Directors can nominate a suitable person to act as the EPA representative in Brussels who shall attend meetings and events in Brussels on behalf of the association, when nobody from the Board of directors or the membership can attend. His/her duty shall be to report back on these activities, establish and/or maintain contacts, represent the association on these occasions, raise the voice of parents where appropriate according to prior
consultation of the Board of Directors.

Resources

Article 29

The Board is entitled to enter into projects, initiate projects and approve agreements of cooperation that result in additional funding for the Association under two conditions:

  • The project or agreement of cooperation must be in line with the main aims and objectives of the association and bring an added value to the association and /or her individual members
  • There must be sufficient human resources with the according expertise either within the association or among its partners to fulfil the foreseen tasks.

Reimbursements

Article 30

1. Board Members are entitled to be reimbursed or directly covered for their costs related to their activities as Board Members. The costs to be reimbursed or covered include travel
costs door-to-door, accommodation, and meals. In general, the costs to be reimbursed are the costs of 2nd class train, economy class flights and single rooms in a hotel but no excessive or recklessly incurred costs will be refunded.
2. In case the costs are offered to be covered directly by EPA and a Board Member decides to choose a different setting, he/she is entitled to be reimbursed up to amount it would have cost EPA if the costs had been covered directly. Similarly, if a Board Member asks EPA to arrange a more expensive flight than originally offered or asks for extra accommodation, he/she is to reimburse EPA the difference.
3. Forms for reimbursement are introduced and used in order to make travel costs eligible for EU funding. It is the responsibility of each Board Member to properly fill and file the relevant travel form(s) and attach all necessary documents, especially tickets, invoices and boarding passes within 60 days of travel. In case a Board Member fails to fill the necessary forms or file them in time, he/she is not entitled to reimbursement. In case the cost of
such a trip were covered directly by EPA, the Board Member failing to provide documentation is to pay EPA back all costs within 15 days.
4. In case a third party is offering reimbursement for the cost of an activity of any Board Member, it is the personal duty of the given Board Member to fulfil the regulations of the third party. EPA is not reimbursing a board Member for failing to provide documentation to a third party.
5. In case of sufficient EU funding member representatives may be eligible for reimbursement of their costs of participating at EPA events. Such occasions are to be announced in the invitation stating the maximum amount to be reimbursed for travel and
accommodation costs.
6. In general, public transportation is preferred on long distances. Reimbursement for car travel is only possible with previous consent of the Treasurer. In case of airport transfer, taxi is only reimbursed/covered in the following cases:

  • traveling before 6 am or after 10 pm
  • in case of a minimum of 3 people travelling together
  • if there is no other reasonable means of transport.

Other clauses

Liabilities

Article 31

The Association as a legal entity is held responsible for any liabilities occurring during its existence.

No member is to be held responsible for any liabilities of the Association during the existence or after the dissolution of the Association.

About the Internal Rules

Approval and coming into force

Article 32

The Internal rules are approved by a simple majority vote of a General Assembly and are published on the EPA website within 48 hours after approval. The Internal rules come into force immediately after their publication.

Validity

Article 33

The present Internal Rules are valid for an unlimited period, until they are modified or amended by a General Assembly.
The Board is required to review the Internal Rules every second year after its approval and propose modifications if the structure and operations of the Association or changes to legal regulations and/or the environment make it necessary.

Additions, modifications, amendments to the articles

Article 34

All proposals for amendments, additions or modifications of the Internal Rules must come from the Board or at least three full members from three different countries.
The Board shall inform all members of the Association about the date, place and time of the General Assembly which will decide on such proposals, at least two months before that meeting.
Decision on additions, amendments or modifications to the Internal Rules shall be made by a simple majority vote and take effect immediately after its publication on the EPA website.