10. Establish new working groupsValid statutes wrote:
The European Society of EuroBillTrackers
Name – Head Office
An international non-profit association is hereby incorporated under the laws of Belgium. Its name is ‘the European Society of EuroBillTrackers’, abbreviated as “ES-EBT”. Both the full name and the abbreviated name can be used indistinguishably.
All acts, invoices, announcements, publicity, letters, orders and other documents issued by ES-EBT, shall indicate its name preceded or followed by the words "association internationale sans but lucratif" or the abbreviation "AISBL", as well as the indication of its registered office.
ES-EBT is governed by the provisions of Title III of the Belgian Act of 27 June 1921 regarding non-profit associations, international non-profit associations and foundations (the “Act”).
The registered office of ES-EBT is located at xxx
The registered office may be transferred to any other location within Belgium by a decision taken by the Board of Directors. The decision to move the registered office must be published in the Annexes to the Belgian Official Journal.
Purpose – Duration
ES-EBT is an international non-profit-making organization with the purpose of:
- being in possession of all intellectual properties related to EuroBillTracker, including the website and its various Internet addresses and the forum. The assets of EuroBillTracker also include domain names, codes, databases, texts, etc.
- being responsible for all issues related to EuroBillTracker
- creating and managing the conditions for optimal Tracking of Euro Bills
- promoting EuroBillTracking
- promoting communication between the users of EuroBillTracker
- protecting the EuroBillTracker database
- financing, when deemed necessary, the promotion and the tools of EuroBillTracker
- ensuring a free of charge use of EuroBillTracker on-line tools
In order to fulfil its purpose, as defined in Article 2, ES-EBT may conduct its activities in the national territory of any country.
ES-EBT has been established for an unlimited duration.
It can be dissolved by the General Assembly in accordance with the conditions foreseen by these Statutes.
ES-EBT shall be made up of Individual Members, Founding Members and Honorary Members.
1) Any person registered on EuroBillTracker.com, having registered at least one bill on EuroBillTracker.com and having paid his annual fee shall be eligible as Individual Members,. Each Member is required to pay an annual membership fee as set by the Board of Directors.
2) In recollection of their dedication to the EuroBillTracker Project, Philippe Girolami, Anssi Johansson and Marko Schilde are Founding Members.
3) Honorary Members can be appointed upon proposal by the Board of Directors and after formal approval by the General Assembly. Honorary Members are individuals, corporations or organisations that have proven their dedication to the EuroBillTracker Community.
The admission of any new member is decided by the Board of Directors.
Membership of ES-EBT shall be terminated if:
a) A Member resigns (A Member shall be considered as having resigned only when a formal letter to that effect has been received by the President)
b) The death of a Member
c) The dissolution of the European Society of EuroBillTrackers
d) Failure to pay the required annual membership fee, prior to the annual General Assembly
e) Exclusion by a vote of the General Assembly for grave reasons, such as failing to abide by the Statutes or by the Internal Rules. Such exclusion being pronounced after those concerned have been given the possibility to explain their viewpoint.
f) The Honorary Member Corporation or organization has been dissolved
Any member ceasing to take part in ES-EBT as a result of resignation, exclusion or for any other reason shall have no claim upon ES-EBT's patrimony or any of its assets.
The General Assembly shall have full powers which allow the achievement of the objectives of ES-EBT.
The General Assembly shall be made up of all individual Members, Founding Members and Honorary Members; each one with one vote.
Each Member may give a proxy to another Member. Each Member may only represent ar most ten other Members. Proxies must be made available to the President, prior to the General Assembly. Paper proxies or electronic proxies are accepted.
A) Without prejudice to the other provisions of the present Statutes, the rights of the General Assembly include the power:
1. to modify the statutes;
2. to pronounce the dissolution of ES-EBT in accordance with the legal provisions in this respect;
3. to fix the annual fee;
4. to appoint and to revoke the eventual auditor(s);
5. to approve yearly the budgets and accounts and to give quietus to the Board members;
6. to adopt or to modify the Internal Rules;
7. to ratify the decisions of the Board on admissions or exclusions of members;
8. to establish the position(s) of ES-EBT or ratify those taken by the Board on essential policy matters;
9. to appoint and to revoke the members of the Board.
11. Elect two cash auditors, who review the bank accounts and cash activities and announce their findings to the assembly.
The mandate of the Board members is one years and renewable. It is not remunerated.Valid statutes wrote: B) Decisions concerning items 1 to 2 mentioned here above require a 2/3 majority among the Members present or represented. Other resolutions shall be adopted by absolute majority, i.e. by more than half of the members, present or represented.
C) For all subjects addressed by a General Assembly:
- no decision can be taken on items which are not included in the agenda appended to invitations;
- the President shall determine the methods of voting. However, there shall be a secret ballot if at least three of the members present so request;
- in the event of a tie in the votes, the President shall have a casting vote;
1) The General Assembly shall meet in ordinary session at least once a year, under the chairmanship of the President of ES-EBT, who shall convene the General Assembly with two months notice. The notice indicates the place, date, hour and agenda of the General Assembly and is sent by letter, facsimile, or any other written means (including electronic format). As the case may be; working documents will be attached to the notice.
2) The presence (or representation) of residents of at least 5 different countries is a requirement for a valid General Assembly to be held. In case of a non-valid General Assembly, the President will convene a second General Assembly within one month; this second General Assembly will not need to respect the rule of representation, but will still require to respect the voting rules laid down under article 11.
3) The President of ES-EBT must convene extraordinary sessions of the General Assembly, if at least a fifth of the Individual Members so request, thereby giving four weeks notice.
4) Proceedings and decisions of the General Assembly will be recorded in minutes which shall be signed by the President and the Secretary.
5) The minutes are kept in a register, at members’ disposal, at the registered office of ES-EBT. A copy of the minutes will also be published on the forum of the European Society of EuroBillTrackers.
6) The Ordinary or Extraordinary General Assembly can be held electronically, although real-life meetings should be preferred.
Board of Directors
Between sessions of the General Assembly and within the framework of decisions taken by this body, ES-EBT shall be run by a Board of Directors There shall be a Board of Directors meeting at least twice each year, notice of such meeting to be given by the President or in default by a Vice-President to be advertised one month in advance, by post or email, giving notice of the venue, agenda, date, and time. Meetings of the Board of Directors could also be organised electronically. The deliberations of the Board can only be valid if more than half of its members are present or represented.
The mandate of the Board members shall be two years. It is renewable. It is not remunerated. Every year, at least half of the mandates of the Board of Directors should be renewed.
The Board of directors is directly elected by the assembly and divided into three sections:Valid statutes wrote: Each country of the Euro-Zone has the right to elect one of his residents as a representative on the Board of Directors. In addition to this rule, Founding Members are members of the Board of Directors. The Board of Directors is therefore composed of elected members and founding members. A country counting a Founding Member can have an elected Board member.
A “country” is defined by its recognition as an independent state by the United Nations Organization.
Within the Board of Directors, there shall be one seat reserved for a resident from each country of the Euro-Zone. In addition, one unique seat is open for representing all members resident of countries non member of the Euro-zone. All candidates to the Board of Directors must notify the President at least two weeks in advance of the General Assembly of their intention to stand as candidate. All candidates shall put forward a brief statement setting out what they have previously achieved towards the aims of The European Society of EuroBillTrackers and what they will attempt to do should they be elected. This statement should be published on the forum of the European Society of EuroBillTrackers.
I) the executive board
b) Vice presidents, who are leading one working groups. If the assembly decides to establish a new working group, a new seat as vice president will be established. Each vice president leads a working group:
i) the communication working group, the vice president leading the group may also be addressed as spokesman of the association. This vize president may give press releases on this own decision but has to report his activities to the board
ii) the web development working group ("Dev team")( the position might be referred as "Webmaster"). This vice president has the power to change the web pages of Eurobilltracker but has to report his activities to the board
iii) the database working group ("Database Master") has the power to decide changes on the database like to remove bills or users but has to report the board
iv) the technical working group ("TOM team) (the position might be referred as "Chief technican") has the power to decide technical concerns of the eurobilltracker server but has to report to the board
c) the cashier who has the power to decide the spendings of the association and to give budgets but has to report to the board
Each country of the Euro-Zone has the right to suggest one of his residents as a representative on the Board of Directors. These members are elected by all members at the assembly. They might be assigned additional roles by the board, such as the function of the secretary, the coordinator of international meetings etc.
III) The founding members and co-opted members with advisory mandate but without voting rights on board meetings (founding members have voting rights if elected on a position given in section I or II.)
In the event of vacancy, the President or Cashier might be replaced by a vice president by the vote of the remaining board of directors. A member of the section II might be promoted to vize predidents by the board of directors if a position of a vize president is vacant but might not become cashier or president on a later vacancy in these positions.Valid statutes wrote: The responsibility of the members of the Board of Directors shall be restricted to the terms of their mandate.
While representatives are members of the Board of Directors, they are expected to act in the best interests of EuroBillTracker and to play a full part in the deliberations of the Board of Directors.
In the event of vacancy, a member of the Board of Directors may be co-opted. His/her continuation to the post is subject to ratification by the next General Assembly.
A quorum of the Board of Directors shall be one third of its members present or represented.
A quorum of the Board of Directory is one third of the members of sections I and II or the half of section I.
The above section should be erased.valid version wrote: A member of the Board of Directors (elected member or founding member) who has not been present at three consecutive meetings of the Board of Directors should be assigned by letter of the President to join the next meeting. If no explanation is provided by the member and if he does not join the fourth meeting, the Board of Directors could exclude the absent member definitely.
The Board of Directors shall elect from its members, a bureau composed of a President, two vice-presidents, a treasurer and a Secretary, who shall hold office for a period of two years, as long as they are Member of the Board of Directors. The President can be re-elected more than once, but not for consecutive mandates.
Changes to the EuroBillTracker Website by the Technical Team shall be approved by the vize president ("chief technican") prior to their implementation.In its regulations, the Board of Directors shall agree on the structure and level of fees that will be proposed to the general Assembly for approval. The Board of Directors shall agree as well on the practical aspects regarding the operation of the association and eligibility criterion of Board members. The Internal Rules shall fix the amount of expenses above which the signature of both the Treasurer and the President could be required. Expenses below that limit only require the signature of either the Treasurer or the President.
The Board of Directors shall have all the management and administration powers except those reserved to the General Assembly. The decisions of the Board of Directors shall be recorded in a minute signed by a member of the Board and the President and kept by the Secretary at the disposal of the members of the Association. The President submits an activity report to the General Assembly. The Treasurer submits a financial report to the General Assembly.
Observers may attend the General Assembly and meetings of the Board of Directors at the discretion of the President
The Bureau shall meet on the initiative of the President or in default of a Vice President as often as needed.
A Vice-President shall replace the President in case of unavailability of the President (unavailability of the President can be confirmed by unanimity of the Members of the Board present).
Acts binding ES-EBT to third parties, which are not part of daily management operations, shall, except where special authorisation is given, be signed by the President or by two Vice-Presidents, who shall not have to justify their powers to third parties.
Legal actions, of whatever nature, are followed and proceeded with by the Board represented by its President or a Board member appointed to this end.
The Board of Directors shall be empowered to set up Programme Committees which it deems to be advisable to establish, in order to help ES-EBT in achieving its mission in accordance with the present Articles.
The Board of Directors shall determine the composition, the duration and the terms of reference of the Programme Committees, nominating the Chairmen and eventually the members thereof.
Technical Operations & Maintenance
The Technical Operations & Maintenance Team (TOM team) deals with all technical issues related to running & maintaining the EuroBillTracker online tools. This includes: choosing & installing new hardware & systems or handling technical aspects of a contract with a hosting facility, keeping up with current security practices, upgrading systems software on a timely basis, installing & maintaining software & hardware required by the Dev Team, installing new versions of EBTonline tools, responding the hardware & software failures.
Members if the TOM Team are appointed by the Board of Directors. The Board of Directors determines for each Member of the TOM Team the limit of their responsibilities. Members of the Technical Team must spend their time and (intellectual) service for free. (this explicitly does not include hosting fees).
Changes to the EuroBillTracker Website by the Technical Team shall be approved by the board of directors prior to their implementation.
Major changes (such as upgrades) to the online tools by the Dev Team are decided by the Webmaster.Online tools Development
Adding, removing & changing features on the software developed for EBT’s online tools including systems, database & web development must be done by members of the association appointed to the “Development Team” (Dev Team).
Major changes (such as upgrades) to the online tools by the Dev Team shall be approved by the Board of Directors prior to their implementation.
Members of the Dev Team are appointed by the Board of Directors. The Board of Directors determines for each Member of the Dev Team the limit of their responsibilities.
Members of the Dev Team must spend their time and offer their (intellectual) service for free. The ownership of the IP developed through this activity must be donated by them to ES-EBT.
Subscriptions – Donations - Budgets - Accounts
Every member of ES-EBT shall pay the fee prior to the General Assembly.
ES-EBT could accept donations, gifts, subventions if these are given in support of either the general aims or a specific aim of the association. When deemed necessary, the sale of these gifts of donations could be conducted according to a procedure proposed and conducted by the Treasurer after formal approval of the Board of Directors.
The financial year shall run from 1st July to 30st June, each year.
The Board of Directors shall, each year, submit the accounts for the year ended and the budget for the year to come to the General Assembly for approval.
These accounts could be checked by one or more Auditors to be appointed by the General Assembly.
Founding Members have a veto right limited to the decisions linked to the sell (of parts) of the database of EuroBillTracker. The database is the data collected by the association by means of its online tools or other. This specifically includes all euro note information and user profiles.
The General Assembly may approve internal rules compatible with the provisions of the present Statutes, so as to ensure the correct functioning of ES-EBT and its administration.
Amendments to the Statutes and Dissolution
When proposals are made to modify the statutes, the texts thereof shall be appended to convocations to the General Assembly which shall deliberate upon them.
In this specific case, the convocations shall be sent at least one month in advance of the meeting.
In the event that ES-EBT is to be dissolved, the General Assembly shall decide by a simple majority of the votes cast on (i) the appointment, powers and remuneration of the liquidators, (ii) the methods and procedures for the liquidation of ES-EBT and (iii) the destination to be given to the financial assets of ES-EBT. The financial assets of ES-EBT are to be allocated to a humanitarian non-profit making association, without prejudicing the right of the General Assembly to allocate either partially or completely such net assets to the members, for a maximum coinciding with their contribution (iv) the integrity of the EuroBillTracker database should be preserved (Honorary Members dispose on a veto on this issue)
Before final dissolution,
(i) Every user of EuroBillTracker must be given the possibility to request all information he submitted to the site (including euro note information) be returned to him
(ii) The domain name used for advertising the site shall be renewed for as long a period as possible in order to prevent traffic stealing. Furthermore, after dissolution, all intellectual property assets (domain name, all databases in whole, computer programs, etc) are explicitly lost. Since they all belong to the association, they may no longer be used by any other person or entity
All cases not provided for in the present statutes and, in particular, the question of publications to be made in the Annexes to the Belgian Official Journal shall be dealt with in accordance with the provisions of the Act.