Revised statutes adopted at AGE General Assembly
19 November 2015
The association AGE Platform Europe, hereafter referred to as “the Association” was constituted and established under the Belgian law in July 2000 by its founder members, Eurolink Age (non-for-profit organisation, 1267 London Road
SW16 4ER London -UK), EPSO (non-for-profit organisation, De Locht, 85
5504 KC Veldhoven - The Netherlands) and FIAPA ((non-for-profit organisation, 10, rue Chauchat 75009 Paris, France).
AGE brings together senior organisations as well as civil society organisations working with and for older and retired people with the aim to reinforce and give credibility to the views articulated by older and retired people about their opinions, needs and interests.
I Name, head office, purpose
Article 1 : Name
The Association is to be known as AGE Platform Europe, a.s.b.l. This international non-for-profit Association shall be governed by the Belgian law of 27 June 1921 on non-for profit associations, international foundations and non-for-profit organisations.
Article 2 : Head office
The head office of the Association shall be located within Belgium. The actual address is 111 rue Froissart, 1040 Brussels, judicial district of Brussels. The head office may be moved to any other location in Belgium by a decision of the General Assembly published during the month of that date in the Annexes to the Moniteur Belge.
Article 3 : Purpose
The Association shall pursue educational, scientific, philanthropic ends with regard to the representation of retired and older persons. Within this framework its aims are:
- To stress the importance of this age group for European society, without prejudice to the main educational, scientific and philanthropic character of the Association.
- To establish a resource centre (information, promotion, publication, research, training) for organisations and associations representing and/or working on behalf of older and/or retired people and retired people. Within the framework of the abovementioned purpose, to communicate useful information and to draw the attention of the European institutions to the ageing of the population and the consequences thereof. The Association will attempt to ensure that the views and interests of older and/or retired people are taken into consideration.
- To strengthen co-operation between European organisations and associations representing and/or working on behalf of older and/or retired people or retired people at the national, regional or other levels in Europe and in European institutions.
- To promote and defend the interests of older and/or retired people in Europe in relation to European and international bodies.
- To promote and develop:
- Co-operation between these organisations and organisations and associations concerned with older and/or retired people and retired people in Europe at the national, regional or other levels
- Co-operation with European institutions and international institutions on European issues.
- To advance the interests of its members. To this aim, the Association may take legal action to any court. Representing and advancing the interests of its members can only be accessory to and without prejudice to the main educational, scientific and philanthropic character of the Association.
Article 4 : Full members
The number of full members of the Association is unlimited. The minimum is set at three.
The following may become full members of the Association
(i) European Federations who
- are legally constituted as a European or international not-for-profit non-governmental association in one Member State,
- are concerned with a broad range of questions relating to older people and/or ageing in general,
- have member associations who are legally constituted in more than one third of Member States of the European Union.
(ii) European Organisations who
- are legally constituted as a European or international not-for-profit non-governmental association in one Member State of the European Union,
- are concerned with a broad range of questions relating to older people and/or ageing in general
- have members (either associations or individual members) in more than one third of Member States of the European Union,
(iii) National and regional associations who
- are legally constituted as a not-for-profit non-governmental association in one Member State of the European Union or EFTA country,
- are concerned with a broad range of questions relating to older people and/or ageing in general.
- Whose activities are organised at national or regional level.
A region will be defined using the NUTS (Nomenclature d’Unité Territoriale Statistique) Level II classification.
All Full Members must:
- represent and/or work on behalf of older and/or retired people in the countries of the European Union.
- adhere to these Statutes
Article 5 : Other categories of membership
a) Accession Countries Membership: During accession negotiations with countries that are applicants for membership of the European Union, the Association will take steps to develop the participation in the Association of organisations and associations from applicant countries. To this end, such organisations and associations may become “Accession members”.
Accession Members must be regional, national or international organisations or associations, and must also: • represent and/or work on behalf of older and/or retired people in a country or countries which is/are in formal negotiation with the EU for EU membership. • adhere to these Statutes • be not-for-profit • be legally constituted according to the laws and usages of the country in which they are established
Accession members will have the right to participate in all meetings and working groups of the Association. The Council, in consultation with the Executive Committee and the Secretariat, will decide whether or not to offer to pay expenses to Accession Members in connection with participation in the meetings and working groups of the Association.
Accession Members are entitled to send one observer (with no voting right) to the General Assembly (one delegate per member) and Council meetings (one representative per country elected by the members of the country following the procedure described in the Internal Rules for the election of national members of the Council).
b) Observer membership: is open to organisations or associations that do not meet the criteria for full membership of the Association, and to individuals.
Observer members must adhere to the principles set out in the Preamble to these Statutes.
Observer members shall not have any right to vote at meetings of the General Assembly.
c) Associate members:
Associate members must:
- be legally constituted as a not-for-profit non-governmental association in one Member State of the European Union or EFTA country;
- be concerned with a broad range of questions relating to older people and/or ageing in general;
- represent and/or work on behalf of older and/or retired people in the countries of the European Union;
- adhere to these Statutes.
Associate Members are entitled to send one delegate (with no voting right and no refund of travel and accommodation costs) to the annual General Assembly. They can also nominate experts to participate in AGE policy work.
Article 6 : Admission of new members
The admission of new members shall be decided by the General Assembly on a two thirds majority of the votes present or represented. Information about candidates as defined in the Internal Rules shall be submitted to the Accreditation Committee which examines and puts them before the General Assembly after consultation with the Council.
Article 7 : Resignation, suspension and expulsion of members
Members in the various categories may submit their resignation in writing to the President. The subscription of the year of resignation is retained by the Association.
The expulsion of members shall be decided by the General Assembly following one or more of: (i) a failure to respect the Statutes, interests or objectives of the Association; (ii) non-payment of the subscription; (iii) activities bringing the Association into disrepute. The candidate for expulsion shall be offered an opportunity to represent their view at the General Assembly. The decision of the General Assembly shall be taken on a two thirds majority of the votes present or represented.
The Council may suspend a member on the grounds set out in the paragraph above until the next General Assembly meeting if the interests of the Association justify it and in accordance with any regulations laid down in the Internal Rules
Members which have resigned or been suspended or expelled may not draw on the Association funds.
Article 8 : Membership fees
All members shall pay the annual membership fee relevant to their category of membership.
The amount of membership fee is decided by the General Assembly every year and is specified in the Internal Rules.
The responsibilities of members for any obligations of the Association shall be limited to the sum of subscriptions to be paid by member organisations and associations.
III General Assembly
Article 9: Powers of the General Assembly
The General Assembly shall be sovereign. It alone shall have the power to decide:
a) on amendments to these Statutes;
b) on the election of the President, who shall be a member of the Council. The President shall be a full member of a full member organisation of, or directly representing older and/or retired people;
c) on the programme of activities and the budget for the forthcoming financial year;
d) on the approval of the annual accounts submitted by the Council and on the quitus of the Council;
e) membership fees
f) on the admission and expulsion of members;
g) on the nomination of the auditor or auditors of the accounts;
h) on the winding up of the Association and the reimbursement of the Association fund
i) All acts required by the Statutes.
Article 10 : Convening the Assembly and the agenda
The General Assembly shall be convened by the Council at least once a calendar year (the Annual General Assembly) at the place indicated in the notice. This notice shall be sent in written form at least 30 days before the date of the Annual General Assembly together with the agenda, the location, the date and the time of the General Assembly.
An Extraordinary General Assembly may be called at the request of at least one fith of the members or by decision of the Council. This request shall be made in writing and contain the reason for calling the meeting.
The agenda of the General Assembly shall be drawn up by the Council. At the request of one or more full members, the Council may add one or more items to the agenda in accordance with procedure set up in the Internal Rules. Any item requested in writing and supported by at least one twentiest of the members shall be added to the agenda. The final agenda shall be decided upon by the General Assembly as soon as it opens on a majority of two thirds of the members present or represented.
Article 11 : Proceedings at Meetings and Decisions
The General Assembly shall be chaired by the President, or, in her/his absence, by a Vice-President. Valid deliberations require that a quorum of at least 50% of the total votes is present or represented. If a quorum is not present a new Assembly will be convened within two months without a quorum requirement.
No member may be the bearer of more than one proxy vote.
Decisions shall be taken by a simple majority of the votes present or represented, except in the case of winding up, amendment to these Statutes and admissions or expulsions of full members which require the qualified majority of two thirds.
In exceptional cases, duly justified as emergencies and in the interests of the Association, decisions of the General Assembly may be taken by a two thirds agreement of the members, expressed by mail, fax or electronic mail, in a form to be defined by the Internal Rules which will be addressed to each member accompanied by an explanatory notice dealing with the motivation and requirements of the decision to be taken. The first General Assembly which takes place after the decision taken in writing shall ratify this decision.
Minutes shall be written for each meeting, to be signed by two members of the Council. They shall list the various resolutions of the assembly. They shall be filed in a register kept at the Secretariat at the disposal of full members wishing to read them.
Article 12 : Voting rights
Every Full member in good standing shall have one vote at the meetings of the General Assembly. Members of the other categories have the right to participate in the meetings of the General Assembly in a consultative capacity.
Article 13 : Composition
The Council shall be composed of a minimum of 20 members.
The Council of Administration shall be composed of:
- The President
- The representatives of National and Regional Associations :
- 2 for each of the following Member States: France, Germany, Italy, Spain, Poland, United Kingdom. At least one of these representatives must be from an organisation “of” or directly representing older people. Organisations “of” older people are associations:
- whose main decision-making body is composed of a majority of members who are over 55 years old
- have as members a majority of older and/or retired people, either individually or via member organisations
- where there is a direct, constitutional link between the older members and the main decision-making body
- if the organisation provides services to older people, there are mechanisms to ensure that service users are enabled to express their views on service delivery.
- 1 for the other Member States
- Up to 5 representatives of the European Federations
- Up to 2 representatives of the European Organisations
- The Chair of the Accreditation Committee ex officio
The General Assembly confirms the election and dismissal of the representatives of the various categories of members elected in accordance with a procedure described in the Internal Rules.
Article 13.1 Terms of office of Council members
Council members are elected for a mandate of three years renewable once with the exception of the Council members elected in March 2002 with a one year mandate who may serve two additional mandates.
Article 14 : Powers of the Council
The Council shall be responsible for the overall running of the Association, for the implementation of the programme set by the General Assembly, for the preparation of the annual budget, call for General Assemblies and the consultative examination of candidature files of full members or others prepared by the Accreditation Committee.
The members and substitute members of the Council shall be unpaid for their duties as Council members. They may however be refunded for costs incurred in the framework of their mandate within budget.
The Council may delegate a part of its powers to the Executive Committee.
Article 15 : Meetings of the Council
The Council shall meet at least twice a year.
If the President is unable to attend his/her functions shall be taken over by one of the Vice-Presidents.
The minimum period of time needed to call a meeting of the Council shall be 15 days. In an emergency this may be set at 10 days. Invitations will be sent to Council members in written form and will include the agenda, venue, date and time of the Council meeting.
Valid decisions shall require that a quorum of more than half of the members of the Council be present or represented. Any member of the Council unable to attend may be validly replaced by his/her elected substitute. In the event that neither the Council member nor the substitute can attend, the Council member may give a proxy vote to another member of the Council. Each member of the Council may only carry one proxy vote.
The decisions of the Council will be taken on the basis of a simple majority of the members present or represented The President will have the casting vote.
Resolutions shall be recorded in a register which is kept at the Secretariat and is kept available for perusal by members of the Association.
Article 16 : The Executive Committee
The Council elects the Executive Officers from amongst its members. The Executive Officers shall be four Vice-Presidents, a Treasurer, a Secretary.
The Executive Committee shall comprise the President and the be§Executive Officers elected by the Council acting collectively. It shall: prepare the§responsible for day to day management and staff management; ensure that the Internal§meetings of the General Assembly and the Council; and Rules are adhered to.
When a Council member is elected at the Executive Committee, this nomination is valid for three years from the date of his/her election by the Council and is renewable once. If his/her mandate at the Council ends during that period, the mandate can be prolonged by up to three years to enable him/her to fulfil his/her tasks at the Executive Committee, provided that he/she is re-elected/nominated as the representative of his/her country or category of member.
A majority of members of the Executive Committee shall be representatives of organisations of or directly representing older and/or retired people. The candidature procedure and that of the presentation of candidatures shall be established by the Internal Rules and shall strive to promote gender and geographical balance.
Article 17 : The Accreditation Committee and the Honourary Committee
17.1 The Accreditation Committee
The Accreditation Committee shall consist of a Chair and two other members elected by the Council. The Internal Rules shall deal with the procedures for appointing the members of the Accreditation Committee.
Its purposes shall be : (i) To establish the procedures for the admission of new members to the Association in accordance with Article 6 of the Statutes (ii) To examine candidature files of applicants and to submit to the General Assembly (after consultation with the Council) its recommendations regarding these candidatures ;
The Chair of the Accreditation Committee shall take part in the meetings of the Council in an advisory capacity. 17.2 The Honourary Committee The Honourary Committee shall comprise the past Presidents and any other prominent public figure who has granted the Association his or her High Patronage. The Honourary Committee shall be chaired by the last Past President. The role of the Honourary Committee is to raise the visibility of the Association.
Article 18 : Other Committees
Other permanent or ad hoc committees may be created by the Council including for the purposes of Internal Audit. The other committees are established on an advisory capacity which cannot preclude the competencies of the General Assembly and of the Council.
Article 19: The Secretariat
For the Secretariat of the Association, the Executive Committee may hire the necessary staff to ensure the daily management of the Association. The Secretary General has sole responsibility for the day-to-day management of staff, who report to the Secretary General. The Secretary General reports to the Executive Committee. The Secretary General shall participate in the meetings of all bodies of the Association.
VI Amendments and Winding Up
Article 20 : Amendments and Winding Up
Notwithstanding the provisions of articles 50 & 3, 55 and 56 of the law of 27 June 1921, all proposals intended to amend these Statutes or wind up the Association shall be initiated by the Council, or at least by a fifth of the full members of the Association.
The Council shall inform the members of the Association at least three months in advance of the date of the Extraordinary General Assembly which will give a ruling on the said proposal.
The Assembly may only pass valid decisions if more than two third of the total votes of the full members are present or represented. However, if this General Assembly does not include more than two third of the members of the Association, a new assembly shall be called on the same conditions as above, which shall give a final and valid ruling on the matter in question, regardless of the number of votes present or represented. There shall be at least 15 days between the two meetings.
A valid decision on amendment of these Statutes or on the winding up of the Association shall require a two thirds majority of the votes. In the event of net assets, after liquidation, these have to be used for a disinterested purpose.
Amendments to these Statutes shall be submitted to the Minister of Justice and published in the Annexes du Moniteur belge.
VII Funds, Accounts and Budgets
Article 21 : Funds
These shall include membership fees and subscriptions as well as gifts, donations, grants, subsidies and legacies awarded in support of the general aims of the Association.
Article 22 : Accounts and Audit
The financial year shall close on December 31 of each year.
The Treasurer shall be responsible for managing and organising the external audit of the financial accounts and for presenting the accounts to the Council.
The Council shall submit the audited accounts of the last financial year and the budget for the following one for the approval of the General Assembly.
VIII Internal Rules and General
Article 23 : Internal Rules
The Council shall have the power to make, repeal and amend Internal Rules for any matter concerned with the administration of the affairs of the Association to complement these Statutes and to define the rules whereby the Association shall function provided they are not inconsistent with these Statutes. Such Internal Rules and any repeals or amendments shall have effect until set aside by the Council.
Article 24 : Representation of the Association
Legal proceedings, either as plaintiff or as defendant shall be conducted by the Executive Committee represented by the President or by two of its members. Within the framework of daily management, the Association shall be validly represented by the Secretary General vis-à-vis third parties and with regard to all deeds committing the Association. In addition, the Association may be validly represented, within the framework of his/her mandate, by a proxy holder duly mandated by the Executive Committee or the President, or within the framework of the daily management, by the Secretary General.
Article 25 : Belgian Law
Aspects which are not provided for in these Statutes, and more particularly the publications in the annexes of the Belgian Official Journal (Moniteur Belge), shall be handled in accordance with the law of 27 June 1921 on non-for profit associations, international foundations and non-for-profit organisations.
The French original text shall govern.
Brussels, 19 November 2015