As approved by the EPA GA on 16th August 2006 and by Royal Decree on 25th October 2006. Published in the Moniteur Belge on November 22, 2006, modified by the EPA GA on 29th November 2014, further modified by the EPA GA on 21st May 2021.
International Non Profit Association
EUROPEAN PARENTS’ ASSOCIATION (EPA)
C O N S T I T U T I O N
TITLE AND REGISTERED OFFICE
An international non-profit association, entitled “European Parents’ Association”, in abbreviated form “EPA”, is hereby created.
The Association has its registered office in the Brussels capital region.
This registered office can be changed in Belgium by a simple majority vote of the General Assembly.
The Association is governed in accordance with Livre 10 du Code des Sociétés et des Associations (Part 10 of the Company’s and Association’s Act)
In an ever faster changing society with complex challenges EPA’s mission is to help and empower parents to improve education for all children in Europe, regardless of their nationality, country of origin, country of residence, religion, gender, sexual orientation and socio-economic background so that each of them can develop his/her full potential.
- To represent parents in all educational matters on the European level and to give them a powerful voice in the development of policies and on all decisions that have a direct effect on the education of children and their parents.
- To promote collaboration between parents’ associations and federations of parents’ associations, schools and other educational communities throughout Europe, regardless of their political, philosophical or religious convictions and to foster exchange of good practices between members.
In its pursuit of this aim, EPA will not seek to make a profit but to:
- Promote the active involvement of parents at all stages of the education of their children.
- Support the advancement of parents’ associations in different European countries.
- Support the highest possible quality of educational development for all children in Europe.
- Promote the recognition for parents of their central place as the primary educators of their children.
- Support and promote coordination and cooperation between diverse European level organizations, associations, networks and institutions for the purpose of pursuing EPA’s mission;
- Support and promote coordination and cooperation between the various European organizations of parents’ associations to exchange experience, views and facilitate common projects drawn up and implemented by these member associations;
- Facilitate reception and dissemination of relevant European information to member associations.
EPA consists of:
- full members who shall be national or regional parents’ organisations with mission and aims consistent with those of EPA and who shall have voting right and be represented for this purpose by one of their members;
- associate members who shall be organisations or institutions who contribute through their own activities to the mission and aims of EPA, and who shall have consultative status.
- affiliate members who shall be emerging local, regional or national parents’ organisations with mission and aims potentially consistent with those of EPA and who shall have consultative status and be represented for this purpose by one of their members.
- Affiliate membership may be assigned for a period of two years after which the member might become a full or associate member as appropriate. On special request the period of affiliate membership can be extended to a maximum of 5 years.
- honorary members who shall be persons contributing to EPA’s aims and mission at European level.
Honorary membership may be assigned for a period of 5 years. The honorary membership period can be extended to any length.
The members together comprise the General Assembly. However, the right of vote belongs to Full Members only and, should the need arise, the President of the Board of Directors may restrict the convening of the Assembly for a specific topic to Full Members only.
EPA will admit parents’ organisations from the countries that are members of the Council of Europe.
The admission of all new members shall be discussed in the General Assembly. Admission will require adherence to EPA’s Constitution, payment of an annual membership fee and the existence of a relevant constitution which governs the prospective member’s activity in their own country.
The expulsion of members may be decided by the General Assembly if the membership fee remains unpaid one year after it fell due or if members lose the qualifications which initially entitled them to membership.
Any member who ceases to belong to EPA shall have no claim on the funds of EPA.
The members of EPA may resign at any time by sending a letter to the EPA Board of Directors.
The General Assembly has all the powers necessary for the achievement of the aims of EPA.
It alone has the necessary powers:
– to amend the Constitution;
– to make or amend by-laws as appropriate;
– to fix the level of Membership Fee;
– to elect, to receive the resignation of, or to dismiss any member of the Board of Directors;
– to approve budgets and accounts;
– to give discharge to the members of the Board of Directors
– to appoint independent examiners;
– to dissolve the Association;
– to admit or expel member associations;
– to decide the policy of EPA and the working programme.
– to approve the appointment of honorary members for special charges
The General Assembly should normally meet twice per year, presided normally over by the President of the Board of Directors of EPA.
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.
In exceptional circumstances, a General Assembly may be held at a distance, by appropriate electronic or telegraphic means / by conference call or videoconference and secret voting online, in accordance with the law.
An Extraordinary General Assembly may be convened by the Board of Directors at any time or upon a written request by at least five full members from five different countries, addressed to the President of the Board of Directors or his/her deputy, mentioning the agenda and the proposed date. If the Board of Directors fails to execute this request within one month a Extraordinary General Assembly can be convened by these five full members. They shall indicate the agenda in the invitation to the meeting which shall be sent at least one to two months determined by the five members prior to the date specified for the meeting.
In exceptional circumstances, an Extraordinary General Assembly may be held at a distance, by appropriate electronic or telegraphic means / by conference call or videoconference and secret voting online, in accordance with the law.
Each full member shall have one vote in the General Assembly.
Each full member shall be represented by an individual who is properly appointed by his or her association and who shall hold a written proxy from their organization.
Full members who cannot attend the meeting may give a proxy to be delivered to the Board of Directors. The procedure is described in the internal rules.
A full member whose Membership Fee has not been paid in advance of the second General Assembly shall not be permitted to vote and their vote shall not be taken into account in any decision on quorum or voting proportions.
Decisions at General Assemblies shall be made by a simple majority of the combination of the votes (abstentions will not be taken into account) of those full members present or represented by proxy. In the instance of the dismissal of members of the Board of Directors, the amendment of this Constitution or the dissolution of EPA, a majority of two-thirds of all the allocated votes is required, subject to a stronger majority required by law, (abstentions being taken into account).
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 9 of this Constitution.
Voting and decisions can be made only for items listed in the agenda circulated in advance of the meeting. Such decisions shall be brought to the attention of all members after the meeting.
Minutes of each meeting shall be drafted and transcribed in the minutes’ book and signed by the President of the Board of Directors and the Secretary and held at the disposal of the members.
EPA is managed by a Board of Directors, composed by a minimum of 5 members.
The Board of Directors is formed by a President, elected separately for this position by the General Assembly, and a maximum of six members, also elected by the General Assembly. All of them are members of the Board of Directors, and the complete rules apply to all of them.
The members of the board of directors including the president
- shall all come from different countries
- have to have knowledge and experience of EPA,
- have to be sufficiently available to attend board meetings, EPA conferences and other EPA related activities as well as to represent EPA at external meetings in Europe when necessary,
- must be able to understand, speak and write English in a way to interact with other EPA members and partners.
A member will serve for a period of three years.
Any member of the Board of Directors is eligible for a second term of an additional three years period. In no case any member of the Board of Directors will stay in charge for more than six years consecutively. After a time-out of at least three years, a member will be eligible for election again, depending on the membership status of his/her organisation.
All the Board of Directors’ members will bear the title of Vice-President. The Board of Directors will elect from amongst its Vice-Presidents a Treasurer and a Secretary.
The mandate of a member of the Board of Directors ends either at the end of his/her term, by death, resignation, dismissal or loss of legal capacity.
The Board of Directors will meet at least twice per year one of which must be in person convened by either the president or two other members of the Board of Directors.
A meeting of the Board of Directors may be held either in person or by suitable electronic or telegraphic means agreed by the Board of Directors in which all participants may communicate with all the other participants.
Its quorum in presence shall be of half of all its members.
In exceptional circumstances, the board of directors to be held “in person” may be held remotely.
Every issue may be determined by consensus normally, and if this is not possible by a simple majority of the votes cast at a meeting but a written or electronic resolution signed by all the members of 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 or have a conference call through an appropriate digital means.
A procedural defect of which the Board of Directors are unaware at the time does not invalidate decisions taken at a meeting.
The Board of Directors shall have the necessary powers to administer and manage the Association, subject to those matters reserved to the General Assembly.
Matters which are the particular responsibility of the Board of Directors include:
- summoning the General Assembly;
- organisation of the Association;
- drawing up any necessary internal rules;
- collection of Membership Fees and the acceptance of legacies, gifts, donations, etc;
- drawing up the Annual Report and Accounts for presentation to the General Assembly;
- establishment of appropriate committees or working groups
- proposal to the GA of special appointments of distinguished members and/or individuals to special charges. These charges and the relevant description of their roles will be detailed in the internal rules.
- representing EPA and signing agreements on behalf of the association
- hiring and dismissal of staff
All agreements which commit EPA will be signed by at least two members of the Board of Directors, nominated by the Board of Directors for that purpose.
In case some commitments are due to be signed by one responsible person only (normally the President) in representation of EPA, the Board of Directors will authorise the aforementioned person on a separate sheet or by Board of Directors decision.
The Board of Directors may, for a time or in general way, delegate some or all of its powers to one or several of its members.
Legal actions, whether as plaintiff, or as defendant, will be overseen and pursued by the Board of Directors, represented by its President or one of its members nominated by the Board of Directors for this purpose.
BUDGET AND ACCOUNTS
The financial year will run from 1 January to 31 December
The Board of Directors is required to submit Accounts and Budgets for independent examination. The independent examiners will draft a report and send it to the Board of Directors before 31 March, that shall be considered the end of the fiscal year.
Every year the Board of Directors shall submit the Accounts, Budget and the Report of the independent examiners for approval of the General Assembly at its statutory meeting.
The statutory General Assembly approves the accounts and budgets, gives discharge to the Board of Directors and appoints independent examiners for the following financial year.
The activities of EPA will be financed by:
- the annual Membership Fee of members, as proposed by the Board of Directors and approved by the General Assembly;
- gifts, donations etc;
- grants from governmental or non-governmental authorities;
- other income.
EPA shall maintain appropriate accounting information, minutes of meetings, and a register of member associations.
All accounts maintained by EPA in any financial institution must always be signed by two members of the Board of Directors, who may act on it indistinctly or as established by the rules of the state where the account is resident. Normally these individuals will be the president and the treasurer.
All proposals for the amendment of the Constitution or dissolution of the Association must come from the Board of Directors or at least three full members from three different countries.
The Board of Directors 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.
No decision on such proposals which receive less than two-thirds of the votes of the full members, who have paid their Membership Fees, present (if applicable remotely) or voting by proxy at the General Assembly shall be valid.
If at the General Assembly, the two-thirds of the votes (or more if the quorum required by the law is higher) of the full members are not present or represented, a new General Assembly may be convened in the same way as above and this assembly shall decide at the majority of two-thirds (or more if the quorum required by the law is higher) of the full members, present or represented.
Amendments to the Constitution shall take effect after the conditions of publication, laid down in the Belgian law, have been fulfilled.
The General Assembly shall decide on the procedures for the dissolution and liquidation of the Association. The net assets shall be allocated to a European association with similar aims.
For the correct interpretation of any provision of this statute, if any application is in doubt, the General assembly shall approve an internal rules document that shall be redacted by the Board of Directors. This document shall be part of the statutory corpus and can be amended at any time.
Any matter not covered by this Constitution shall be regulated by the Belgian code governing companies and associations or at default by the General Assembly