Art. 1. A not-for-profit association is hereby established under the name of the "European Registry for Internet Domains," abbreviated to "EURID vzw/asbl." The association is entitled to use the shortened name of "EURID vzw/asbl" in all its invoices, legal deeds, announcements, publications and other documents.
Art. 2. The registered head office of the association is situated in Park Station, Woluwelaan 150, 1831 Diegem, Belgium. This office may be moved to another location in Belgium following a decision taken by the General Assembly.
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 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.
Art. 5. 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. 6. The number of members is unlimited.
Art. 7. Under the conditions defined below, any legal entity serving a non-commercial pan-European stakeholder interest in the Internet, may become a member of the association.
Art. 8. Applicant members will submit their application, giving their motivation for adherence, by registered letter to the registered office of the association, marked for the attention of the chairman of the Board of Directors. The Board of Directors 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 of the Board of Directors.
Art. 9. The association is controlled by these articles of association and by internal policies and procedures drafted by the Board of Directors. The Board of Directors may modify these policies and procedures at any time by a simple majority of votes. On joining the association, new members will subscribe without reservation to the articles of association and these 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 chairman of the Board of Directors. Resignations come into effect at the time they are received 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 confirming such resignation.
Art. 11. The exclusion of a member may only be declared by the General Assembly based on a majority of two-thirds of the votes.
Art. 12. Resigning or excluded members and their legal successors may make no claims on the communal property of the association, nor may they make any claims for the return of contributions, allowances or other forms of services provided by the member or by whosoever. They may not demand any account, sealing or inventories.
Art. 13. Members are under no circumstances liable for the commitments of the association.
Art. 14. The contribution of members will be decided on each year by the Board of Directors. The maximum amount of this contribution will be €12.500 EUR per year per member.
Art. 15. The General Assembly is made up of all members. The Meeting's competences include:
* the modification of the articles of association;
* the appointment and dismissal of directors;
* the approval of the budgets and accounts;
* the voluntary dissolution of the association;
* the exclusion of members.
Art. 16. Each year, at least one General Assembly will take place in the course of the first six months of the year, during which the Board of Directors will issue its report on the activities of the association during the past year, submit its account of expenditure and income over the past year and propose the budget for the current year. The General Assembly will also proceed to the appointment or replacement of directors.
Art. 17. Extraordinary General Meetings of Members will be held each time circumstances so require and whenever one-fifth of the members so request. In this latter case, the Board of Directors must respond within one month to the letter of request.
Art. 18. Notice convening a General Assembly shall be issued by mail or by e-mail to the members not later than four (4) weeks before the planned date of 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 of Directors and indicated as such in the summons stating the agenda. Any matter proposed by at least two (2) members shall be placed on the agenda.
Art. 19. The General Assembly will be chaired by the chairman of the Board of Directors or, in his absence, by the deputy chairman, or by the oldest director attending. The chairman will appoint a secretary and two vote scrutineers.
Art. 20. Each member has one vote.
Delegation is only possible between members and each member may represent one other member at the most.
Art. 21. Unless specifically defined otherwise in these articles of association or by law, any decisions confined to the agenda will be taken by a simple majority of votes, regardless of the number of votes present or represented.
Art. 22. 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 of the General Assembly. The General Assembly may only deliberate validly about a modification to the articles of association when two-thirds of the membership is present or represented. If this requirement is not complied with, a second meeting may be convened. This meeting will then be able to deliberate, regardless of the number of members present or represented. For a modification to the articles of association, a two-third majority of the votes is always required.
Art. 23. A modification to the purpose of the association is only valid if it is approved by all of the members present or represented at the meeting.
Art. 24. Decisions taken at the General Assembly are recorded in a report signed by the chairman and secretary, as well as by any members who so request. Decisions will be sent out to members by mail, fax or e-mail. Any extracts to be issued, must be signed as accurate equivalent extracts by the chairman of the Board of Directors, 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. Reports are kept at the association's registered offices, where all members may inspect them.
Art. 25. The association is controlled by the Board of Directors, which consists of at least three directors and not more than seven (7) irectors. The directors are appointed by the General Assembly on the recommendation of the members. Appointments are valid for a renewable term of three 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 31.
Art. 26. At least half of the number of members of the Board of Directors shall have a documented experience from a registry of a country code top level domain.
Art. 27. The Board of Directors possesses all competences not attributed to the General Assembly by the Act of 27th June 1921 or by these articles of association.
Art. 28. The Board of Directors will manage the affairs of the association and will represent the association in all judicial and extra-judicial dealings. The Board may, under its own responsibility, transfer its competences partially to one of the directors, to the members of the association or even to a third party not a member of the association. These directors or third parties, acting on behalf of the Board, may not give evidence to any third party of any deliberation or authorisation and are solely responsible to the Board. The Board of Directors will act as plaintiff or defendant in all legal proceedings and will decide whether or not to seek remedy at law. This may grant one of the Board members, or a third party, or the managing director the powers to represent the association.
Art. 29. Nominations for Directors must be submitted by a member in writing at the registered office of the association and must be seconded by another member. The notice to the General Assembly will state the name and capacity of the candidates.
Art. 30. Members of the Board of Directors are only responsible for the exercise of their mandate, without bearing any personal responsibility regarding the undertakings of the association.
Art. 31. In the event of a mandate being vacated on the Board of Directors, the General Assembly may, at its next meeting, appoint a new director to fulfil that mandate for the remainder of its term.
Art. 32. The Board may appoint a chairman, deputy chairman, secretary and treasurer from among its members. In the event of the chairman being absent, his duties will be taken over by the deputy chairman, and in the event of the deputy chairman being absent, by the oldest director.
Art. 33. The Board of Directors will meet at least four times per year. The Board will be convened by the chairman or by two directors. Invitations to the meeting will be sent out by mail, fax or e-mail at least eight days before the meeting. The notice will also contain the agenda. The agenda will be drawn up by the chairman. The meeting may only deliberate on those points contained on the agenda.
The Board of Directors may also convene meetings in the form of teleconferences.
Art. 34. The mandate of the directors is not remunerated. However, the directors will receive a fee to cover any reasonable expenses that they may incur on account of Board meetings.
Art. 35. The Board of Directors is only validly assembled when more than half of the number of directors are present or represented. If more then half of the number of directors are not present or represented at the initial meeting, a second meeting may be convened. This meeting may deliberate and take decisions, regardless of the number of directors present or represented.
Art. 36. Any director may have himself represented at meetings of the Board of Directors by another director. A director authorised in this way may only represent a maximum of one other director.
Art. 37. All votes will be taken verbally, except where a director wishes the vote to be in writing. Meetings will be chaired by the chairman. If the chairman is absent, the meeting will decide on its own person to chair the meeting. Decisions will be taken by a simple majority. In the event of the votes cast being even, the vote of the chairman, or the person replacing him, will be decisive.
Art. 38. The Board of Directors may set up committees for which it will lay down the composition, competences and operating method in the internal policies and procedures. Any committees appointed will, for example, provide advice regarding actions associated with the purpose of the association.
Art. 39. The Board of Directors may appoint experts and grant honorary functions.
Art. 40. The deliberations of the Board of Directors will be recorded in minutes. The minutes will be signed by the chairman of the Board of Directors, or by two directors.
Art. 41. A Strategic Committee will be set up that may, on its own initiative or at the request of the Board of Directors issue opinions about any matter that is of relevance to the association’s activities. These opinions are not binding for the Board of Directors. However, when taking decisions that deviate from these opinions, the Board must motivate such decision.
The members of the Committee will be appointed by the Board of Directors and the Directors will be part of the Strategic Committee by right. The Committee will include one or more additional members; members that do not have a representation in the Board of Directors have the right to nominate a member in the Strategic Committee. The Strategic Committee will be chaired by the Chairman of the Board of Directors. Appointments in the Committee are made for a renewable period of two years.
The Strategic Committee will have at least four (4) meetings per year called by the Chairman. 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 the Committee will be borne by the association.
Art. 42. The financial year will begin on 1st January and end on 31st December.
Art. 43. The Board of Directors will submit the accounts relating to the previous financial year and the estimated budget for the current year to the ordinary General Assembly each year. On 31st December each year, the accounts for the previous year will be closed and the budget for the following year drawn up.
Art. 44. 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, the association will be given the opportunity to remedy the situation within a period of one year.
Art. 45. In the event of voluntary liquidation, the General Assembly will appoint one or two liquidators and define their competences.
Art. 46. The General Assembly may only dissolve the association if two-thirds of its members are present or represented. If this requirement is not complied with, a second meeting may be convened. This meeting may deliberate, regardless of the number of members present or represented. Decisions in this regard will be taken with a majority of two-thirds of the votes.
Art. 47. In the event of the association being dissolved, the assets will be transferred to an association whose aims approach as closely as possible those of the current association.
Art. 48. 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.