Statutes
I. Registered name - Head office - Aims
Article 1 – Registered Name
An international non-profit making association to be named Federation
of European Film Directors / Fédération européenne
des Réalisateurs de l’Audiovisuel (FERA) with artistic,
scientific, political and educational aims is hereby founded.
Article 2 – Head Office
The registered office is located at 87 Prince Royal Street, 1050 Brussels,
Belgium.
The registered office may be relocated within Belgium by means of a
decision of the General Assembly, which is to be published in the Moniteur
Belge within one month.
Article 3 - Aims of the Association
3.1. Aims
The association, which is strictly non profit making, has the following
aim: to advance and defend the interests of Film and Audiovisual Directors
(directors) by all and any lawful means.
These interests include but are not limited to:
- Defend and promote the authorial rights of directors (“droits
d’auteur”), both economic and moral;
- Promote European cultural identity by encouraging the improvement
of quality, circulation and exposure of the films and audiovisual works
of each country throughout Europe;
- Organising and supporting the interaction and personal contact of
directors including but not limited to: meetings, seminars, workshops
and publications both print and electronic;
- Defend freedom of expression, creation, diffusion, and the free movement
of films and audiovisual works;
- Encourage and assist in the conservation of cinematographic and other
audiovisual works, as part of our common heritage and as a resource
to stimulate creativity;
- Promote the aesthetic, scientific, legal and economic study of the
cinema and all audio-visual media in Europe.
- Develop education and communication by means of film and all audio-visual
media.
- Keep records and all documents relating to the association’s
aims and activities.
3.2. Means
All of the above aims will be pursued by all lawful means including
but not limited to:
- Meetings, conferences, events, screenings, publications both print
and electronic, and the production of audiovisual works;
- The lobbying of and cooperation with national and international organisations,
administrative authorities, government at local, national and European
levels and any individual or group public or private which in the view
of FERA will benefit the stated aims.
II. Members
Article 4 - Membership
The original signatories and those subsequently admitted shall constitute
FERA.
The original signatories are:
Belgium: ABAFT (Association belge des auteurs de films et de télévision);
Spain: ADIRCAE (Asamblea de Directores Realizadores Cinematograpficos
Espanoles);
France: SRF (Société des réalisateurs de films);
Greece: Greek Directors Guild;
Hungary: Hungarian Directors Association;
Italy: ANAC (Associatione nationale de autori cinematografici);
Netherlands: Dutch Directors Guild.
The association shall be composed of full members with voting rights,
associate members and honorary members.
Article 5 – Full Membership
All organisations that in the view of FERA represent film and/or audiovisual
directors from any European country (as defined by the Council of
Europe) are eligible to be full members of FERA.
In the case that there are several such organisations in any country,
unless decided otherwise, the two (2) organisations that in the view
of the General Assembly best represent directors are eligible.
In its choice, FERA will always take into account freedom of expression
and the rights of national, ethnic and linguistic minorities.
Full members shall have the right to one vote in the General Assembly.
Full members who are the sole representatives of their country's film
directors within FERA have the right to two votes.
Article 6 - Special cases
In the case that in any country there is no organisation that solely
represents directors, then FERA may admit as full member any organisation
which represents other trades, professions and authors within the
film and audiovisual sector, as long as the representative to FERA
is a director or a paid official.
Article 7 – Associate Membership
Following a proposal by the Executive Committee, the General Assembly
may admit associate members who in the view of FERA support its aims
and actions.
Associate membership may be conferred on organisations both public
and private, including but not limited to organisations representing
directors not eligible for full membership, collective management societies,
trades unions, governmental and non-governmental film aid organisations,
universities and other educational facilities and charitable foundations.
This support may take the form of the provision of services, of material
or financial help, or of assistance in kind.
Associate members have no voting rights.
Article 8 - Honorary Members
FERA may confer honorary membership on any individual to whom it wants
to pay tribute and who in the opinion of the General Assembly has
fulfilled an exceptional role within FERA or has been exceptionally
supportive externally.
Nominations may be made at the General Assembly by two (2) full members
and ratified by a simple majority.
Article 9 – Admission procedures
9.1. Full Membership
Applications for full membership shall be addressed to the Chief Executive
Officer (Délégué général) in writing
together with any documents required by the Executive Committee.
Admission will be decided by the General Assembly by a simple majority.
9.2. Associate Membership
Applications for associate membership shall be addressed to the Chief
Executive Officer (Délégué général)
in writing. The Executive Committee will consider the application and
if accepted the application will go to the next General Assembly for
ratification by a simple majority.
The Executive Committee may decide to admit an associate member provisionally.
In this case, the decision will have effect until ratification by the
next General Assembly.
Article 10 - Obligations, resignation, exclusion
10.1. Obligations
Full members on joining are committed to abide by the statutes of FERA
(the articles of association), the rules of procedure, and all decisions
taken by the General Assembly.
10.2. Resignation
All full, associate or honorary members may resign at any time by means
of a registered letter by the organisation or, when applicable, by
the individual, addressed to the Chief Executive Officer (Délégué général).
Such resignation will have immediate effect.
10.3. Exclusion
Any full, associate or honorary member may be excluded with immediate
effect if in the opinion of the Executive Committee they act against
the agreed and stated aims of FERA or in any way bring FERA into disrepute.
A simple majority must ratify any such exclusion at the next General
Assembly.
No resigning, or excluded member, nor their heirs or successors or
beneficiaries, shall have any claim what so ever on the assets of FERA,
or for reimbursement for membership fees paid.
III. Financing
Article 11 - Membership Fees
By virtue of their membership, full members agree to pay the annual
fee, the amount and due date of which are decided at each ordinary
General Assembly.
Members who resign, are excluded or whose provisional membership has
not been confirmed by the General Assembly, remain obliged to pay the
fee for the year during which the exclusion, resignation or decision
by the General Assembly has taken place.
Members whose fees remain unpaid six months after the due date will
be suspended. This suspension will deprive full members of their voting
rights.
The suspended member will be given notice to pay by registered letter.
If payment is not received within six months of the date of that letter,
then the suspended member will be considered to have resigned.
Article 12 - Other Financing
In addition to membership fees, FERA may receive and seek to acquire
subsidies or donations or any other financial assistance or assistance
in kind from any individual or any national or international body
or foundation.
FERA has the right to refuse any such subsidies or donations if in
the view of the Executive Committee it would not be in the best interests
of the association to accept them.
IV. General Assembly
Article 13 - General Assembly Participation
Unless decided otherwise all members of FERA, full, associate and honorary
are entitled to attend and participate in the debates. Only full
members may vote or, with the exception of the honorary President,
be eligible for office.
Whenever possible, the General Assembly will meet every year.
Article 14 - General Assembly Representation
Each national organisation may decide by whatever means it thinks fit
who shall represent them at the General Assembly. That person must
be a director or a paid official of that organisation.
In the case that there is only one organisation representing directors
in a country, this organisation is entitled to send two delegates.
In the event that only one full member is present representing any
country he/she shall have two votes.
Each delegate may be replaced by a substitute.
Moreover, each full member may mandate another full member to represent
it at the General Assembly.
Article 15 – General Assembly Authority
15.1. Status
The General Assembly is the supreme governing body of the association.
Its decisions are final.
The General Assembly will decide policy, and sanction action in accordance
with the aims of the association.
The General Assembly will scrutinise and approve the annual accounts,
and the forecast annual budget as prepared by the Executive Committee.
15.2. Elections
The General Assembly will elect by a simple majority an honorary President,
tenure for two (2) years renewable for one further term.
The General Assembly will elect from amongst the full members, by a
simple majority, members of the Executive Committee:
- An honorary Treasurer, tenure for two (2) years renewable for one
further term;
- Three (3) Vice Presidents, tenure for two (2) years renewable for
one further term;
- A minimum of two (2) representatives of the full members, tenure
for two (2) years renewable for one further term.
The General Assembly will ratify the appointment of a Chief Executive
Officer (Délégué général).
Article 16 – General Assembly Quorum
A quorum of an absolute majority of all full members of FERA represented
by individuals, who are physically present, is required to constitute
a General Assembly.
Unless decided otherwise by these statutes, all decisions will be voted
by a simple majority of those attending and entitled to vote.
Article 17 - Modification of the Statutes
Any motions to change, add to, or modify the statutes of FERA in any
way, must be proposed by the Executive Committee or be proposed by
no less than one-fifth (1/5) of all full members.
The Executive Committee shall notify all full members at least twelve
(12) weeks before the General Assembly at which any such motions are
to be put.
At least two-thirds (2/3) of the full membership must be present at
any General Assembly which deliberates on any changes to the statutes.
An absolute majority of all full members attending the General Assembly
shall decide any such changes or additions to the statutes.
Any modification to the statutes will only become effective after approval
by Royal decree or registration by a certified act if necessary and
publication, as required by article 50§3, 51 and 52 of the Belgian
Law of 27th June 1921 (modified on 2d May 2002).
A change to the statutes can only be invoked against a third party
after it has been published in the appendices of the Moniteur Belge,
unless the association can prove that the third party had prior knowledge
of it.
Article 18 - Notification and Minutes of the General Assembly
18.1. Notification
The Chief Executive Officer (Délégué général)
will call the ordinary General Assembly. He or she will also call an
extraordinary General Assembly if so requested by the Executive Committee
or by a proposal submitted by at least one-fifth (1/5) of all full
members.
An ordinary General Assembly must be called within three (3) months.
Any extraordinary General Assembly must be called within six (6) weeks.
The agenda and the location of any General Assembly must be notified
to all members no less than twenty (20) days before the date of that
meeting.
18.2. Minutes
The Chief Executive Officer (Délégué general)
shall circulate to all members the minutes of the General Assembly
together with the result of any votes within thirty (30) days of the
date of the General Assembly. This circulation may be by means of the
FERA website or by any other method agreed by the General Assembly.
Records of General Assembly minutes will be kept at the association's
registered office. All full and associate members may request from
the Chief Executive Officer (Délégué général)
permission to consult these records.
V. Executive Committee
Article 19 - Executive Committee Formation
19.1. Composition
The Association is administered by an Executive Committee of at least
seven members, with collective responsibility:
- Three (3) Vice Presidents elected by the General Assembly;
- Two (2) or more representatives of the full membership elected by
the General Assembly;
- The honorary Treasurer elected by the General Assembly;
- The Chief Executive Officer (Délégué général),
without voting rights.
19.2. Tenure
The members of the Executive Committee are elected by the General Assembly
for a period of two (2) years. The members whose tenure has expired
remain as long as the Committee has less than seven members. Their
tenure is renewable only once consecutively.
The tenure of a member of the Executive Committee may cease at expiry
of the term, resignation or removal by the General Assembly, and death.
19.3. Application
Full members who wish to become members of the Executive Committee
must apply to the Chief Executive Officer (Délégué général)
before the General Assembly at which elections are to be taking place.
Article 20 - Executive Committee Competence
20.1 General Competence
The Executive Committee exercises all management and administrative
powers, except for the competence reserved by the law or by these statutes
for the General Assembly. The Executive Committee exercises all and
any powers that are devolved to it by the General Assembly. The Executive
Committee will elect from among its members a chairperson for the term.
20.2. Appointment of a Chief Executive Officer (Délégué général)
The Executive Committee may appoint a Chief Executive Officer (Délégué général)
to whom full powers to manage the affairs of FERA are devolved. The
Chief Executive Officer (Délégué général)
may be a paid employee of FERA. The Executive Committee, under its
collective responsibility, will define the powers of the Chief Executive
Officer (Délégué général).
20.3. Special Circumstances
The Executive Committee may delegate its power to one or more individual
members of the Executive Committee.
Article 21 - Executive Committee Meetings
21.1. Notification and rules of procedure
The Executive Committee will convene as often as the interests of the
association require. The Chief Executive Officer (Délégué général),
a Vice President or two (2) members of the Executive Committee convene
meetings in writing, at least two (2) weeks before any schedule date.
A quorum for the Executive Committee meetings shall be at least half
(1/2) of its members, present or represented by a proxy. Any member
of the Executive Committee may give a proxy vote to another member
provided that this proxy is notified to the meeting in advance.
Only full members may vote at the Executive Committee.
Decisions of the Executive Committee shall be by simple majority of
members present or represented.
21.2. Reimbursement of expenses and fees
All members of the Executive Committee may claim for reimbursement
of expenses in respect of their duties as members of the Executive
Committee. Moreover members of the Executive Committee may receive
fees, for any work done for, or on behalf of FERA that extends beyond
their duties as members of the Executive Committee. The Executive Committee
will establish guidelines to this respect.
Article 22 - Executive Committee Authorisation
Unless otherwise authorised, all documents legally binding on FERA
must be signed by two (2) members of the Executive Committee or the
Chief Executive Officer (Délégué général)
according to article 20.2 of the statutes.
Article 23 – Executive Committee Legal Action
Where FERA instigates any legal action against a third (3rd) party,
or defends itself against any such action, the Executive Committee
will appoint a member or the Chief Executive Officer (Délégué général)
to supervise any such action.
VI. HONORARY PRESIDENCY
Article 24 –Presidency
24.1. Election and tenure
Any European director is eligible for election as honorary President
of FERA.
Nominations should be in writing to the Chief Executive Officer (Délégué général)
and seconded by two (2) full members. The President is elected by the
General Assembly by simple majority. Tenure is for two (2) years, renewable
for one further term.
The President is invited to attend meetings of the Executive Committee
and the General Assembly. He/she has no voting rights.
24.2. Representation
The President shall, whenever possible, represent FERA and its aims
if called upon to do so by the Executive Committee.
The President is fully committed to promote the aims of the association.
The President may only commit the association to legally binding action
within the limits of any special powers accorded to him/her by the
Executive Committee.
The Vice Presidents will assist the President and substitute for him/her
if required.
VII. BUDGET AND ACCOUNTS
Article 25 – Budget and Accounts
The financial year of FERA ends on the 31st December. The Executive
Committee through the honorary Treasurer will present draft accounts
to the General Assembly in accordance with Belgian law. The Executive
Committee will submit a budget forecast for the following year for
approval by the General Assembly.
VIII. Final Provisions
Article 26 - Dissolution and liquidation
1. Dissolution
The General Assembly, convened under the same rules as for modifications
to the statutes, may, in the presence of two-thirds (2/3) of the Full
Members, announce the dissolution of the association and appoint a
responsible person to disburse the association's assets.
If this quorum of two-thirds (2/3) is not achieved, an extraordinary
General Assembly has to be reconvened within one (1) month, and will
be able to deliberate validly regardless of the number of members present.
The dissolution must be agreed by at least two-thirds (2/3) of the
members present.
2. Liquidation
The General Assembly will appoint one or more liquidators, with collective
responsibility. If no appointment is made, the liquidation will be
conducted by the sitting Executive Committee at the time of the dissolution.
The General Assembly will vote on what is to be done with the association's
assets, which must be allocated to a non-profit organization whose
activities are compatible with the aims of FERA.
Article 27 - Belgian Law
Any matter not referred to in the statutes of FERA in particular regarding
their acceptance by Belgian Governmental authorities and required
publication in “Moniteur belge” will be ruled according
to Belgian law.
Article 28 – Registration of the Statutes
The Chief Executive Officer (Délégué général)
is empowered to undertake any required action for the registration
of the present Articles of Association approved by the General Assembly. |
