Articles of Association

Articles of Association

Preamble

In November 1990, several national organisations responsible for the management of local civil servants' pensions, decided to set up an informal structure, namely a Club, in order to share their experience and their know-how, and exchange their respective points of view on the evolution of their environment and of the pension sector.

Since then, the changes which have been observed have required an officialisation of this relationship into an associative structure.

I. General Provisions

§ 1 Name, registered office, subscribers

  1. The Association is called "European Association of Public Sector Pension Institutions" (EAPSPI) with the supplement e.V. It is to be registered at the register of associations. The registered office is in Munich, Germany.
     
  2. Subscribers can be:
    a) bodies responsible for the management of basic, supplementary pensions or pension plans;
    b) departments responsible for pension legislation.

Several institutions from the same country can subscribe.

§ 2 Purpose, acitvities

  1. The Association aims at promoting the public sector pension schemes in Europe. It is not a pressure group.
     
  2. In order to realise this aim, the main purpose of the Association is to enable subscribers:

    - to improve the reciprocal knowledge of their institutions, and that of the social organisation of their respective countries;

    - to take part in the construction of a social Europe and, in this context, to study the consequences of the opening up of Europe, particularly regarding free movement.

    - to think about ways and means of improving services offered to their clients (pensioners, active members or employers);

    - to co-operate in developing administration and management techniques.

    To achieve this purpose, the Association mainly intends:

    - to promote exchanges of expertise and information, involving also the area of products and services linked to retirement;

    - to develop exchanges of executives among institutions;

    - to position itself as a pension expert, in order to develop relations with European bodies and other international organisations.

  3. The Association pursues exclusively and directly non-profit purposes in the sense of the section   "tax-privileged purposes" of the tax code. The Association is unselfishly active. It does not pursue   self-economical purposes. The members do not receive shares in the profits or other allowances from   means of the Association. The means of the Association including possible surplus may be planned exclusively for the statutory purposes. The Association may not favour persons by expenditures, which are strange to the purpose of the Association, or by disproportionate remuneration.

II. Subscribers

§ 3 Acquisition and kinds of membership

  1. Each membership must be applied in writing to be approved by the General Assembly.
     
  2. The Association admits two kinds of subscribers: members and observers.

§ 4 Members

Only members have a voting right in General Assemblies.

They can take part in the Board of directors and hold the chair.

Members can participate through their delegates in all operations involving European bodies and other international organisations.

They must pay members' subscription fees.

§ 5 Observers

Although without voting right at General Assemblies observers can make proposals and discuss the directions of the Association's business.

They are not eligible to become members of the Board of directors.

They must pay observers' subscription fees.

Observers can apply to become members. Their application is submitted to the General Assembly.

§ 6 Subscribers' rights and obligations

Subscribers will receive all information circulated by the General Secretariat.

They must designate a correspondent authorised to convey all requested non-confidential information to the General Secretariat within the given time limits.

III. Organs and Organisations

§ 7 Chair

  1. The Chair is elected by the Board of Directors for a period of 2 year.
     
  2. The Chair:
  • represents the Association at the political level;
  • convenes the General Assembly;
  • chairs the Board of Directors.

§ 8 General Secretariat

  1. The Association has a General Secretariat. The institution responsible for the General Secretariat is nominated by the General Assembly for a period of 5 years, renewable.
     
  2. The General Secretariat acts as treasurer.

§ 9 Secretary General

  1. The Secretary General is nominated by the General Assembly for a period of 5 years. A re-election or an election for a longer period, as well as a voting out at any time are admitted.
     
  2. The Secretary General controls the Secretariat General. He is authorised to represent the Association in all operations required for the administration and the management of the Association and for its relations with European bodies and other international organisations.
     
  3. The Secretary General:

    - proposes the Association's programme of activities, during the General Assembly;

    - prepares and organises the meetings of the Board of directors;

    - prepares and organises with the Board of directors, the Association's conference and the annual General Assembly;

    - prepares the reports on activities presented at the General Assembly;

    - prepares the projected budget which is to be approved by the General Assembly;

    - establishes the meetings of the Board of directors and the General Assembly's minutes;

    - holds the compulsory special register of all minutes;

    - centralises and circulates the information, manages the common documentation;

    - sets up working groups and organises exchanges of executives;

    - maintains relations with European bodies and other international organisations. 

  4. The judicial and legal representation out of court of the Association is incumbent on the Secretary General; he forms the Board in the sense of § 26 of the German Civil law book (BGB).

§ 10 Board of directors

  1. The Board of Directors of the Association is composed of a maximum of 8 elected members as well as of the Secretary General as a permanent member without voting right. The elected members are nominated for 2 years by the General Assembly. If a member decides to leave the Board before the end of this term, a new member can be elected for the remaining term. § 11 (7) is applicable in this case. Only one member per Member State is entitled to vote. Members of the Board of directors can be only natural persons. 
     
  2. The Board of Directors meets at least twice a year.
     
  3. The Board of Directors:
  • proposes the guidelines of the Association's business to the General Assembly and the annual programming together with the resulting budget;
  • controls and signs the Association's minutes (meetings and General Assembly's reports) prepared by the Secretariat General;
  • establishes the agenda of the General Assembly;
  • proposes dates, venues and subjects for the conference and for the annual General Assembly;
  • draws up the conference programme with the Secretariat General and takes responsibility for its material organisation as well as that of the General Assembly. 

4 .The Board of directors is not to be registered as a legal representative body (§ 26 of the German Civil law book -BGB) into the register of associations.

 

§ 11 General Assembly

  1. The General Assembly is the only entity authorised to make decisions - apart from compelling legal competencies - on the following subjects:
     

    - amendments to the articles of the Association;

    - expulsion of a subscriber;

    - dissolution of the Association;

    - nomination of the Secretary General and of the institution in charge of the General Secretariat;

    - election of the members of the Board of Directors;

    - approval of new subscriptions;

    - control of the activity of the Board of Directors;

    - approval of the report of activities;

    - choice of guidelines for the Association's activities;

    - approval of the projected budget including the contribution appointment;

    - approval of accounting;

    - drawing up and amending of internal rules;

    - nomination of an Accounting inspector.
     

  2. The General Assembly is convoked by written form by the Secretary General or by the Board of Directors within a period determined by the Internal Regulation, under publication of the agenda. The General Assembly is to be convoked at least once in the calendar year; beyond that, as far as the interest of the Association requires it.
     
  3. Decisions of the General Assembly are valid only if at least half of the members are present or represented.
     
  4. For subjects referred to in a, b, c, d, e, f decisions are made by a majority of 2/3 of the votes, unless higher compelling legal requirements exist. For all other subjects, decisions are made by a simple majority vote.
     
  5. Only members having regularly paid their fees are qualified for voting. Where a ballot is organised at a General Assembly, each country counts for one vote. Where for a given country, several institutions are members, they decide among themselves who will represent the country as spokesman and hold the voting right.
     
  6. The meetings of the General Assembly have to be summarized in a protocol, which has to be signed by the Secretary General or by the recorder, appointed by the General Assembly.
     
  7. In urgent cases, on the decision of the Board of Directors and with approval of all members, questions which require a simple majority can be settled by e mail ballot.

§ 12 Resignation, expulsion

Membership can be discontinued by:

  • resignation which must be reported by a registered letter addressed to the General Secretariat at least six months before the end of the year. In the case of resignation, the whole fees calculated for the on-going year are to be fully paid;
  • expulsion which is decided by the General Assembly either for unpaid fees or for behaviour prejudicial to the Association's interests.

§ 13 Financing

  1. The Association's resources are composed of:

    - subscription fees;
    - subsidies, including services;
    - returns on investments;
    - donations.
     
  2. These resources have to cover all the Association's expenses:

    - the running expenses of the Board of directors;
    - total reimbursement of all expenses resulting from managing the General Secretariat (staff, premises and material means put at the disposal of the Association).
     
  3. The level and the maturity of the subscription fees of the members and  observers are ruled by the General Assembly through the Internal Regulation.

§ 14 Internal Regulation

The Internal Regulation rules further details and procedures for the running of the Association. It is drawn up by the Secretary General, submitted to the advice of the Board of directors and approved or amended by the General Assembly.

§ 15 Dissolution of the Association

If the Association is to be dissolved, the process of liquidation and the allocation of the remaining assets will be determined by the General Assembly.