European Association of Lawyers - Association Européenne des Avocats
"EAL - AEA" Statutes.
New version published on 18 january 2007
Article 1.
Name
The Association is called the "European Association of Lawyers - Association Européenne des Avocats" or "EAL - AEA" and will hereinafter be referred to as "The Association".
Article 2.
Purpose
The Association is entirely non-profit making and aims to foster the Community spirit of the members, to promote the European concept of the legal profession and to develop ways to make it easier to practise the profession by providing the members with information, legal training and scientific and cultural exchange opportunities.
The Association shall achieve its ends by working with any interested person, organization or company.
Article 3.
Members
3.1 General provisions
3.1.1 The Association is open to:
- lawyers,
- legal entities practising the profession of lawyer,
- legal associations representing collective interests of the legal profession,
hereinafter referred to as collective members, belonging to a member country
of the European Union (EU) or the European Free Trade Association (EFTA).
3.1.2 It is also open to:
- lawyers,
- legal entities practising the profession of lawyer,
- legal associations representing collective interests of the legal profession,
hereinafter referred to as collective members, belonging to a member country
of the European Union (EU) or the European Free Trade Association (EFTA).
These are associate members.
3.1.3 It is further open to:
- persons who are legal experts but not lawyers,
- legal entities practising a legal profession other than that of lawyer,
- legal associations representing the collective interests of legal professions
other than that of lawyer,belonging to a European country and having been
approved by the Board of Directors.
These are correspondent members.
3.1.4 All members must fulfil the following general conditions:
- be sponsored by an active member,
- comply with the Association's goals and by-laws,
- have paid the current year's membership fees within two months from the demand.
3.1.5. Active members alone have full rights in the Association. Associate members
and correspondent members are considered card-carrying members.
3.2 Active members
In addition to the conditions laid down in clause 3.1.4. above, active members
must fulfil the following conditions:
3.2.1 For natural persons:
- actually practise the profession of lawyer,
- be registered with a Bar (or a similar institution in States where there is no Bar)
of a member country of the EU or EFTA.
3.2.2 For legal entities practising the profession of lawyer:
- bring together practising lawyers
- have their registered office in a European State that is not a member of the
EU or EFTA.
3.2.3 For collective members:
- have the statutory duty of representing the collective interests of the
legal profession.
- have their registered office in a member country of the EU or EFTA.
3.3 Associate members
In addition to the general conditions laid down in clause 3.1.4. above,
associate members must fulfil the following conditions:
3.3.1 For natural persons:
- actually practise the profession of lawyer,
- be registered with a Bar (or a similar institution in States where there is no Bar)
of a member country of the EU or EFTA.
3.3.2 For legal entities practising the profession of lawyer:
- bring together practising lawyers
- have their registered office in a European State that is not a member of the EU
or EFTA.
3.3.3 For collective members:
- have the statutory duty of representing the collective interests of the legal
profession.
- have their registered office in a European State that is not a member of the
EU or EFTA.
3.4 Correspondent members
In addition to the general conditions laid down in clause 3.1.4. above,
correspondent members must fulfil the following conditions:
3.4.1 Have their domicile or registered office in a European State.
3.4.2 In addition:
3.4.2.1 For natural persons and legal entities, justify the actual practise of a legal
profession other than that of lawyer.
3.4.2.2 For collective members, justify the statutory duty of representing the collective
interests of a legal profession other than that of lawyer.
3.4.3 Avoir été agréé par le Conseil d'Administration.
3.5 Honorary members
The General Meeting, upon proposal of the Board of Directors, can bestow the title
of honorary member on a person or legal association who, through its activities,
have upheld the Association's principles and goals.
Article 4.
Place of Registration
The Association has its place of registration in 1050 Brussels, avenue Louise, 137/1. The place of registration can be transferred to any other place in Belgium by simple decision of the Board of Directors published in the month of its date in the Annexes of the Belgian official journal, the Moniteur belge.
The Board of Directors may decide to create in any place one or several administrative headquarters.
Article 5.
Duration
The Association is established for an unspecified period of time.
Article 6.
General Meeting
6.1 Organisation
The General Meeting is the Association's sovereign body. It is composed of all the active members who have paid their membership fees for the current year. The General Meeting meets at the initiative of the Board of Directors or two directors. It is presided over by the President of the Association. In his absence, the General Meeting is presided over by the first Vice President, or failing this, by the longest elected Vice President, and if this also is not possible, by directors. The Meeting can be convened in any place in a country of the EU or EFTA.
6.2 Ordinary General Meeting
The Ordinary General Meeting has to be convened within six months of the expiry of an operating year.
The agenda of the Ordinary General Meeting must contain at least the following items:
- report by the President of the Association
- report by the Treasurer
- approval of the accounts and budget
- setting of membership fees
- discharge of the directors
- statutory elections.
6.3 Extraordinary General Meeting
The Board of Directors can convene an Extraordinary General Meeting as many times
as it deems necessary. It has to be convened within three months from the written
request presented by one fifth of the active members with the indication in this
request of the items to be included on the agenda.
6.4 Convening - composition
Notices convening the meeting are to be addressed by the Secretary General to all
members who have paid their membership fees for the current year.
Such notices, containing the agenda and specifying the place, date and time of the
meeting are to be sent by circular letter through the mail or by any other means of
communication at least one month in advance.
6.5 Voting rights
Only active members who have paid their membership fees for the current year have
the right to vote and are entitled to one vote.
Voting rights are exercised by legal entities through their legal representative or the
delegate given a proxy to do so.
6.6 Proxies
Voting by proxy is allowed; proxies must be in writing.
Nobody can hold more than three proxies.
6.7 Majority
6.7.1 Decisions of the General Meeting are validly made by an absolute majority of
the votes cast, regardless of the number of members present or represented.
Blank or spoilt votes do not count as votes.
In case of a tie, the President has the casting vote.
6.7.2 To amend the by-laws, dissolve the Association or expel a member, at least
two thirds of the active members must be present in person or by proxy.
Failing this, the meeting is adjourned for at least 6 weeks, and a new notice
convening the meeting is sent to the active members; in this case, the Meeting
convenes validly on the date for which it was convened, regardless of the number
of active members present or represented.
In any event, the decision must be adopted by at least a two-thirds majority of
the votes cast, regardless of the attendance quorum required.
6.8 Register
Minutes of the general meetings will be drawn up and signed by the President and/
or one Vice President and kept in a register by the President where it will remain
available to the members.
Article 7.
Board of Directors
7.1 Composition
7.1.1 The Association is governed by a Board of Directors comprised of at least 10 and
no more than 30 directors one of whom at least is of Belgian nationality in
accordance with the law. This last condition will automatically be amended in
accordance with any legislative changes that may occur.
Collective members can put forward the name of their legal representative or one of
their members, provided that the candidate is a lawyer who satisfies the conditions of
7.1.2 Directors are elected by the General Meeting for a period of three years and can be
re-elected for an unlimited number of terms. The director who asks that his term be
renewed when it expires must present a report on the term he has just completed
to the General Meeting before the Meeting votes.
7.1.3 Directors are not paid for their term. The Board of Directors can pay a director
entrusted with a special mission compensation for the expenses directly resulting
from this mission.
7.1.4 The Chairman of the Board is the President of the Association referred to
in Article 9.1.
7.1.5 In case of vacancy on the Board of Directors, the Board can provide for the
replacement of the director in question by coopting an active member to
complete the term until the next General Meeting.
7.1.6 The Board of Directors can appoint, among the associate members, observers
whose term ends at the next General Meeting and is renewable. They attend all
the Board's meetings. The Board can also invite any qualified individual to one of
its meetings to share with it his or her opinion.
7.1.7 The Association's former Presidents have the right to attend the meetings
of the Board of Directors. Unless they are fulfilling a term as director, they can
only act in an advisory capacity like the observers and guest speakers.
7.2 Meetings
7.2.1. The Board of Directors convenes at the initiative of the President,
the first Vice President, one Vice President or two directors.
7.2.2. Notices convening the meeting are sent at least eight clear days in advance;
they contain the agenda and specify the place, date and time of the meeting.
The Secretary General distributes with the notice convening the Ordinary General
Meeting the up-to-date list of the members of the Board with the date of expiry
of the mandate of each of these members.
7.2.3. Any director who is unable to attend may give a proxy in writing, by telegram,
telex or facsimile to another member of the Board so that this member represents
him at a specific meeting. A director may not have more than three proxies.
7.2.4. The Board of Directors may not validly deliberate and act on its agenda unless
the majority of the directors are present or represented.
7.2.5. Les décisions du conseil d'administration sont prises à la majorité absolue
des votes exprimés.
7.2.5. The decisions of the Board of Directors are made by an absolute majority
of the votes cast.
7.2.6. In case of a tie, the President has the casting vote.
7.2.7. Minutes of the Board of Director meetings will be drawn up and signed by the
President and/or one Vice President and kept in a register by the President where
it will remain available to the members. At the end of his term, the President will
hand over the register to his successor.
7.3. Powers, delegations, representations
7.3.1 The Board has all powers of management and administration, subject to the
attributions of the General Meeting. It can delegate the day-to-day management
and/or certain specific missions to the Management Committee referred to in
Article 8. It may also confer under its responsibility special specific powers on
one or several persons.
7.3.2. The acts that commit the Association other than the acts of day-to-day
management must be signed by two directors, unless the Board instructs otherwise.
7.3.3. Legal actions as plaintiff or defendant are followed by the Board of Directors
represented by its Chairman, the first Vice President or one Vice President.
7.3.4 The first and last names, profession and residence of all the directors are
published in the Annexes to the Moniteur belge.
7.4. Gratuitous nature of duties
7.4.1. The duties performed for the Association are free of charge and may not be
remunerated in any way.
7.4.2. The President, the First Vice President and the Vice Presidents are reimbursed
the correspondence expenses that they incur. They are reimbursed for travel
expenses incurred specially for the needs of the Association against the
presentation of vouchers, provided that their trips are separate from those
made by the members of the Association or the members of the Board of
Directors to participate in the Association's ordinary activities.
7.4.3. The Secretary General and the Treasurer are reimbursed the correspondence
expenses that they incur. They are reimbursed for travel expenses incurred
specially for the needs of the Association against the presentation of vouchers
in the limits of the budgets specially adopted for this purpose by the
General Assembly.
7.5. List of rules and regulations
The Board of Directors may submit a list of rules and regulations to the General
Meeting. A general meeting may amend this list by a simple majority of the
members present or represented.
Article 8.
Management Committee
8.1 A management committee is appointed and comprised of the President, the first
Vice President and the Vice Presidents; the Secretary General and the Treasurer
take part in the deliberations of the management committee.
8.2 The management committee is vested with the broadest powers for the
Association's day-to-day management.
8.3 The committee discusses, at the initiative of any of its active members, any
matters relative to the daily management of the Association however communicated
to it; its decisions are made by a majority of the votes cast, with the President
having the casting vote in case of a tie.
Article 9.
Presidency of the Association
9.1 Appointment
9.1.1 The Board of Directors elects among its members the President of the
Association for the period fixed in Article 12 below. The President cannot
be re-elected.
9.1.2 The President represents the Association. He is responsible for the daily
management and execution of the decisions of the General Meeting, Board
of Directors and Management Committee. He presides over the meetings
of the Association's bodies and in general over all its activities.
He performs his duties with the assistance of the first Vice President,
the Vice Presidents, the Secretary General and the Treasurer.
9.2 The first Vice President and the Vice Presidents
9.2.1 The Board of Directors appoints among its members one or two Vice Presidents
and one first Vice President for the respective periods fixed in Article 12.
The Vice Presidents can be re-elected once, except for the first Vice President
who cannot be re-elected. Unless exceptional circumstances warrant otherwise,
the first Vice President succeeds the President in office when his term expires.
9.2.2 The first Vice President and the Vice Presidents assist the President who can
assign them special missions.
Article 10.
Post of Secretary General
10.1 Appointment
The Board of Directors appoints among the active members a Secretary General
for the period fixed in Article 12. The Secretary General can be re-elected.
10.2 Duties
The Secretary General:
10.2.1 attends the General Meetings and the Board of Directors and prepares
the minutes, 10.2.2 is responsible for the correspondence entrusted with him
by the President and the notices of the General Meeting and the Board of
Directors,
10.2.3 keeps up to date the list of the Associaton's members, the composition
of the Board and the calendar of the renewal of the various duties within
the Association.
10.2.4 ensures the conservation of the Association's records, of the documents and
work disseminated by it, of the procedures and lists for the supervision of
the operations to be carried out for the Association's various actions.
Article 11.
Treasurer
11.1 Appointment
Le conseil d'administration nomme pour la durée fixée à l'article 12 ci-après
un trésorier choisi parmi les administrateurs. Cette fonction peut être exercée
conjointement avec le mandat de premier Vice-Président ou de Vice-Président.
Le trésorier est rééligible.
11.2 Duties
The Treasurer:
11.2.1 ensures the collection of the membership fees according to the instructions
given by the Board of Directors,
11.2.2 retains and deposits the Association's funds; he is personally accountable
for such funds,
11.2.3 defrays the expenditure ordered by the President and/or the Board of
Directors in the context of the budget,
11.2.4 every six months provides the President, the first Vice President and the
Vice Presidents, and the Secretary General with a financial statement reflecting
the period's income and expenditure as well as a concise list of the
Association's assets,
11.2.5 prepares the budget and reports on its execution.
Article 12.
Provisions common to the duties of President, first Vice President, Vice President, Secretary General and Treasurer.
12.1. Their respective terms take effect on the day of the appointment.
12.2. They end:
- for the President and the first Vice President: at the closing of the nearest
congress following the expiry of the 12th month from the time of taking office,
- for the Vice Presidents, the Secretary General and the Treasurer: at the first
meeting of the Board of Directors following the expiry of the 24th month
from taking office.
Article 13.
Budget and accounts
The operating year begins on 1 January and ends on 31 December of the same calendar year. Once a year, the Board submits the accounts of the past year and the budget of the forthcoming year to the General Meeting for its approval. Before approving the accounts, the General Meeting may appoint among its members a statutory auditor to check the accounts.
The statutory auditor is not paid for this assignment.
Article 14.
Resignation and exclusion
In addition to the automatic resignation resulting from the loss of one of the conditions laid down in Article 3, any member may at any time resign by addressing a registered letter to the Association's headquarters. The member only owes fees for the period completed, and neither he nor his heirs or assignees has any right to the Association's assets.
The Board of Directors can, by reasoned decision, expel any member whose behaviour clashes with the Association's goals, by-laws and any list of rules and regulations. The decision to expel is sent by registered mail to the expelled member who can, within thirty days, take action before the General Meeting. This Meeting acts within 3 months from receiving the action, with the applicant first being heard. Formal action is take by registered letter from the President. It is suspensive. Members who resign or are expelled cannot claim any reimbursement of membership fees or any right to the Association's assets.
Article 15.
Amendment of the by-laws - Dissolution
Without prejudice to Article 5 of the law of 25 October 1919, any proposal whose purpose is to amend the by-laws of the Association or to dissolve it must come from the Board of Directors or from at least one fifth of the active members.
The Board of Directors convenes the General Meeting according to the procedures stipulated in Article 6.4. Decisions are made in the manner indicated in Article 6.7.2.
Amendments to the by-laws do not become effective until they have been approved by Royal Decree and published in the Annexes of the Moniteur belge.
The General Meeting shall decide how the Association is dissolved and wound up. The net assets of the registered capital must be allocated to a similar organisation.
Article 16.
General provisions
Anything not stipulated in the present by-laws shall be governed in accordance with the rules and regulations and the provisions of the law of 25 October 1919, amended by the law of 6 December 1954.