Articles of Association
SECTION I. - Name, head office, period, purpose
Art. 1. A not-for-profit association is hereby established under the name of the "European Registry for Internet Domains vzw”, abbreviated to "EURid."
Art. 2. The registered head office of the association is situated in Telecomlaan 9, 1831 Diegem, Belgium.
Art. 3. The association is founded for an indefinite period.
Art. 4. The purpose of the association is to organise and to manage top-level domains, especially the .eu top-level domain (or its variants in other scripts) and to provide associated services. The association should operate in the common interest and should be based on the principles of quality, efficiency, dependability and accessibility. The association may use all resources that contribute directly or indirectly towards the fulfilment of this purpose, such as the acquisition and management of property.
Art. 5. The financial year will begin on 1st January and will end on 31st December.
SECTION II. - Members
Art. 6. The number of members is unlimited and shall never be less than three (3).
Art. 7. Under the conditions defined below, any non-commercial legal entity serving a pan European stakeholder interest in the Internet may apply for or may be invited by the Board for membership of the association.
Art. 8. Applicant members will submit their application, giving their motivation for adherence, by registered letter to the registered head office of the association, marked for the attention of the Chairperson of the Board. The Strategic Committee (the “SCOM”) will examine the application and decide on whether to accept it by a simple majority of votes. The applicant member will be informed in writing of the decision by the Chairperson of the SCOM, which does not have to justify the decision.
Art. 9. On joining the association, new members will subscribe without reservation to the articles of association and its policies and procedures.
Art. 10. Members are free to leave the association by submitting their resignation. Resignations must be sent by registered letter to the registered office of the association, marked for the attention of the Chairperson of the Board. Resignations come into effect at the time they are received or as decided by the Board, and on condition that all undertakings entered into as a member have been fulfilled.
Any member who has not paid any contributions owed by that member will be deemed to have resigned, 30 days after receipt of a registered letter from the Chairperson of the Board.
Art. 11. The exclusion of a member may only be declared by the General Assembly when two-thirds (2/3) of the members are present or represented and with a majority of two-thirds (2/3) of the votes present or represented.
Art. 12. Members are under no circumstances liable for the commitments of the association.
Art. 13. The contribution of members will be decided on each year by the Board of Directors. The maximum amount of each member’s contribution is € 12,500 per member per year.
SECTION III. - General Assembly
Art. 14. The General Assembly is made up of all members, each having one vote. Delegation is only possible between members and each member may represent only one (1) other member.
Art. 15. The General Assembly's competence is regulated by law and these articles and include:
- modification of the articles of association;
- transfer of the registered office;
- appointment and dismissal of the directors of the Board;
- appointment and dismissal of the Chairperson - and the vice Chairperson of the Board;
- appointment dismissal of the auditor;
- discharge the directors and the auditor;
- approval of the budgets and accounts;
- setting the remuneration levels for members of the committees;
- voluntary dissolution the association;
- exclusion of members.
In all other questions, the powers are with the Board, according to Art.27.
Art. 16. Each year, at least one General Assembly will take place in the course of the first six months of the calendar year.
Art. 17. Extraordinary General Assembly meetings will be held each time circumstances so require or whenever one-fifth (1/5) of the members so request. In this latter case, the Board must give notice of the meeting within one
(1) a month from the letter of request.
Art. 18. Notice convening a General Assembly shall be issued by the Board via mail or e-mail to the members not earlier than six weeks and not later than four weeks before the General Assembly. The notice shall contain the agenda. Supporting documents shall be published on the association’s dedicated website at the same time.
The General Assembly will be held on the day and at the time and location established by the Board and indicated in the notice to attend the General Assembly. Any matter proposed or supported by at least two (2) members before the General Assembly shall be added to the agenda.
Art. 19. The General Assembly will be chaired by the Chairperson of the Board. The Chairperson will appoint a secretary and two (2) vote scrutineers.
Art. 20. Unless specifically defined otherwise in these articles of association or by law, any decisions confined to the agenda will be taken when half (1/2) of the members are present or represented and by a simple majority of votes.
Art. 21. The General Assembly may only deliberate on a modification to the articles of association if this proposed change appears on the agenda and is explained in the notice to the General Assembly. The General Assembly may only decide validly about a modification to the articles of association when two-thirds (2/3) of the members are present or represented, or, when changing the purpose of the association, when four-fifths (4/5) of the members are present or represented. If this requirement is not complied with, a second meeting may be convened with an identical agenda. This meeting may then decide, regardless of the number of members present or represented.
A two-third (2/3) majority of the votes is always required for a modification to the articles of association and a four–fifth (4/5) majority is required for a modification to the purpose.
Art. 22. Decisions taken by the General Assembly are recorded in minutes signed by the Chairperson and the secretary, as well as by any member(s) who so request. The minutes will be sent out to the members by e-mail. Any extracts to be issued, must be signed as accurate equivalent extracts by the Chairperson, or by two directors, or by the managing director. Extracts will be provided to third parties who so request on condition that they have a valid interest. Minutes are kept at the association's registered offices, where all members may inspect them.
SECTION IV. - Board of Directors
Art. 23. The association is governed by the Board, which consists of at least three (3) directors and not more than seven (7) directors.
The members shall adhere to a conflict of interest policy, see article 27.
Art. 24. The directors are appointed by the General Assembly on the nomination of the members in accordance with the internal policies and procedures. A member may only nominate one (1) candidate from its own
organisation. Nominations for directors and Chair- and/or vice Chairperson of the Board must be submitted by a member via e-mail to a dedicated mailing address at the registered head office of the association for the attention of the Chairperson. Each nomination will state the name and capacity of the nominee.
Art. 25. The mandate of a director of the Board is valid for a renewable term of up to four (4) years. This term commences immediately after the General Assembly during which the director is appointed and ends after the completion of the General Assembly held in the year in which the mandate expires, with the exception of the provisions of article 26 or as set forth in the Act of 27th June 1921, as modified to the present time.
Art. 26. In the event of a mandate of a director being vacated in the Board, the General Assembly will, at its next meeting, appoint a new director for a new term in accordance with the internal policies and procedures.
Art. 27. The Board possesses all competences not attributed to the General Assembly by the Act of 27th June 1921 or by these articles of association. The contribution of the members will be decided each year by the Board.
The Board shall establish internal policies and procedures regarding – a.o. – conflicts of interest, corporate governance and confidentiality.
Art. 28. The Board will manage the affairs of the association and will represent the association in all judicial and extra-judicial acts. The Board may, under its own responsibility, assign its competences partially to a third party. The Board shall execute written instructions when transferring its competence.
Art. 29. Members of the Board are only responsible for the exercise of their mandate, without bearing any personal responsibility regarding the undertakings of the association.
Art. 30. The Board will meet at least four (4) times per year. The Board will be convened by the Chairperson or by two (2) directors. Invitations to the meeting will be sent out by the Chairperson via e-mail at least eight (8) days before the meeting. The notice will also contain the agenda. The Board may only decide on those points contained on the agenda, unless unanimously agreed by all Board members. The Board may, in urgent matters, also convene meetings in the form of teleconferences upon a 24-hours’ notice via e-mail or telephone call, containing the agenda.
Art. 31. The Board is only validly assembled when more than half (1/2) of the number of directors is present or represented. If this requirement is not complied with, a second meeting with the same agenda may be convened. This meeting may then decide, regardless of the number of directors present or represented.
Art. 32. Any director may have himself represented at meetings of the Board by another director. A director authorised in this way may only represent a maximum of one (1) other director.
Art. 33. Meetings will be chaired by the Chairperson. Decisions will be taken by a simple majority. In the event of the votes cast being even, the vote of the Chairperson will be decisive. All votes will be taken verbally, except where a director wishes the vote to be in the form of a secret ballot.
Art. 34. The Board may set up specific committees for which it will lay down the composition, competences and operating method in the internal policies and procedures. Any such committees will, for example, provide advice to the Board regarding topics associated with the purpose of the association.
Art. 35. The members will be reimbursed for any reasonable expenses that they may incur in attending the committee meetings. In addition, the General Assembly will set remuneration levels for the members. The operating costs of a committee will be borne by the association.
Art. 36. The decisions of the Board will be recorded in minutes signed by the Chairperson and the secretary as well as by any director who so requests.
SECTION V - Strategic Committee
Art. 37. A Strategic Committee (the “SCOM”) is set up that is composed of the members of the Board and one (1) representative of each member of the association that has no representative in the Board.
The Board has the right to nominate maximum three (3) independent SCOM members, which will then be appointed by the SCOM. An independent SCOM- member is per se an eligible candidate in Board elections.
Art. 38. The mandate of a member of the SCOM is valid for a renewable term of up to four (4) years.
Art. 39. The SCOM may, on its own initiative or at the request of the Board issue opinions about any matter that is of relevance to the purpose of the association. The SCOM shall handle and decide on applications from new applicant members to the association.
Art. 40. The SCOM will be chaired by the Chairperson of the Board.
Art. 41. The SCOM will have at least four (4) meetings per year called by the Chairperson.
The recommendations of the SCOM will be recorded in minutes signed by the Chairperson and the secretary as well as by any member of the SCOM who so request.
SECTION VI - Dissolution and liquidation
Art. 42. The association will not be dissolved as a result of the departure of any member. If, as a result of the departure of a member, the number of members becomes fewer than three (3), the association will be given the opportunity to remedy the situation within a period of one year.
Art. 43. The General Assembly may only dissolve the association if four-fifths (4/5) of the members are present or represented. If this requirement is not complied with, a second meeting may be convened. This meeting may then decide, regardless of the number of members present or represented. Decisions in this regard will always be taken with a majority of four-fifths (4/5) of the votes present or represented.
SECTION VII - Final conditions
Art. 44. For any matter not governed by these articles of association, reference is made to the Act of 27th June 1921, as modified to the present time.