ASSOCIATION EUROPEENNE DES RADIOS
ASSOCIATION OF EUROPEAN RADIOS
European Economic Interest Grouping (EEIG)
in Brussels (B – 1040 Brussels)
Avenue d’Auderghem, 76
(Note: address changed to Rue des Deux Eglises 26 – 1000 Brussels)
(the official version is the French one)
FOR THE FORMATION OF THE “EEIG” (STATUTES)
BY THE GENERAL ASSEMBLY
HELD IN BARCELONA, ON 7 NOVEMBER 2007.
ARTICLE 1 – NAME, LEGAL FORM
The parties establish a European Economic Interest Grouping whose name is “ASSOCIATION EUROPEENNE DES RADIOS, ASSOCIATION OF EUROPEAN RADIOS”, whose initials are EEIG “AER”, and which shall be regulated by the provisions of the Council Regulation (EEC) no. 2137/85 of 25 July 1985, by Belgian law, and by the present agreement.
ARTICLE 2 – DURATION
The duration of the EEIG “AER” is indefinite.
ARTICLE 3 – OFFICIAL ADDRESS OF THE GROUPING
The official address of the EEIG “AER” is in Belgium, Brussels (B – 1040 Brussels), Avenue d’Auderghem, 76
It may be transferred within the Community pursuant to the provisions of Articles 13 and 14 of the Council Regulation (EEC) no. 2137/85 of 25 July 1985.
ARTICLE 4 – PURPOSE OF THE GROUPING
In order to facilitate the economic activities of its members, to improve the conditions under which they operate and increase the results of those activities, the EEIG “AER” has the general purpose to promote co-operation between its members, the European commercially funded radio broadcasting associations and companies, and promote the free expression of ideas, freedom of enterprise, economic initiative and a respect for the public interest and interests of listeners.
To achieve this purpose, the EEIG AER’s activities shall include the following in particular:
4.1. Exchange of legal and technical information
The EEIG “AER” facilitates the exchange of legal and technical information between its members in order to achieve the widest knowledge and expansion of commercially funded radio broadcasting in Europe, and consistent with competitive relations between the members and with national and Community rules on competition.
4.2. Technical assistance
The EEIG “AER” promotes and co-ordinates the analysis of questions related to European commercially funded radio broadcasting: it advises members on subjects of interest to the commercial radio broadcasting industry, in particular, technology, copyright, restrictions on advertising, implementation of competition rules by the radio broadcasting sector, taxation and employment in the single market.
4.3. Representation of the members’ interests
The EEIG “AER” represents members’ interests in European and international bodies in order to promote the development of European commercially funded radio broadcasting.
4.4. Intervention with the European bodies
The EEIG “AER” monitors European Community’s proposals affecting Members’ interests, comments on European Community’s activities related to European commercially funded radio broadcasting, and makes representations to the European bodies on matters which could affect AER Members’ interests from a legal, technical or commercial point of view.
ARTICLE 5 – MEMBERS OF THE GROUPING
The General Assembly may decide to establish as appropriate, categories of « Associate Membership » other than the membership pursuant to Article 5.1 herein. For all categories of « Associate Membership » so established, the General Assembly shall determine the applicable membership conditions, procedures and membership fees.
Any national/regional association of commercially funded radio broadcasters, whose purpose is to promote the interests of commercially funded radio broadcasters in European countries and advise the Members in a technical way, any network or radio station, which fulfils the conditions provided in EEC Regulation no. 2137/85 of 25 July 1985 on the creation of a European Economic Interest Grouping, may be a « Member » of the Grouping (hereinafter « Member »).
Each Member is jointly and unlimitedly liable for any debt incurred by the Grouping.
Until the conclusion of the winding-up of the Grouping, creditors may only claim the payment of a debt from a Member after having demanded payment from the Grouping. Each former Member of the Grouping shall continue to be liable for debts incurred during their membership. New Members shall be liable for debts incurred before their admission to the Grouping, unless a different decision is taken by the General Assembly at the moment of the admission itself.
Rights and obligations of the Members, which are not indicated in this agreement, are provided for by the Internal Regulations.
5.2. Associate Members
Any national/regional association of commercially funded radio broadcasters, or any network or radio station, which doesn’t fulfil the conditions provided in EEC Regulation no. 2137/85 of 25 July 1985 on the creation of a European Economic Interest Grouping (article 4), or any individual or legal entity proving an interest in the development of commercially funded radio broadcasting, may be « Associate Member » of the Grouping (hereinafter « Associate Member »).
Any Associate Member established in a country accessing the European Union and which fulfils the membership conditions set out in Article 5 herein, shall automatically become Member of the Grouping at the moment its country becomes a Member State of the European Union.
Associate Members are not liable with respect to third parties for the affairs of the Grouping. Associate Members are liable to the Grouping for what concerns the contractual commitments they may have taken with the Grouping.
5.3. Admission of Members
Application for admission as a « Member » or « Associate Member » of the Grouping shall be made in writing.
Each applicant shall provide all information necessary to evaluate its application and shall be recommended by at least two Members of the Grouping. The applicant shall indicate its activities precisely and annex its statutes to its application, indicating date and place of registration.
The General Assembly shall unanimously decide, upon the recommendation of the Executive Committee, on the application for admission of Members and, by simple majority, on the application for admission of Associate Members.
5.4. Expulsion of Members
Any Member or Associated Member may be expelled, who acts against the interests of the Grouping, does not fulfil the obligations imposed by this agreement or by the Internal Regulation, or causes serious problems to the functioning of the Grouping, including failure to pay membership fees for more than three months after the due date.
In the case of a complaint regarding the breach of an obligation prescribed by this Agreement or by the Internal Regulation, lodged by one of the Members, the Secretary General or the President against a Member, such complaint shall be immediately notified to the party concerned and to the Executive Committee. A General Assembly shall be immediately convened if necessary, by proposition of the President, the Secretary General or the Executive Committee. The expulsion shall be decided by the General Assembly, on a two-third-majority vote of the Members present and represented. In the interest of the Grouping, the President may exclude the Member concerned until the meeting of the General Assembly. The Member whose expulsion is proposed shall not be entitled to vote on the question of his expulsion. The expelled Member, within one month of the notification of the expulsion decision, may appeal by registered letter. The next General Assembly will decide on the appeal, after having heard the arguments of the Member who is subject to expulsion.
5.5. Resignation of Members
Members and Associated Members of the Grouping may resign at any moment, but shall inform the President by registered letter, at least twelve months beforehand, a copy of which shall be addressed to the Secretary General.
Resigning and expelled Members shall pay due fees and honour all commitments towards the Grouping.
They also are responsible for executing pending contracts, concluded by the Grouping before their resignation, and they continue to be liable, for debts and other liabilities arising out of the Grouping’s activities before they ceased to be Members both towards third parties and towards the Grouping.
5.6. Loss of membership
Incapacity, bankruptcy, winding-up, dissolution, resignation or expulsion of a Member of the Grouping will lead to its loss of membership.
Nevertheless, the Grouping is not dissolved and continues amongst the remaining Members.
ARTICLE 6 – ORGANS AND MANAGEMENT OF THE GROUPING
The elements of the EEIG “AER” are:
a) the General Assembly,
b) the Executive Committee,
c) the Secretary General.
6.1. The General Assembly
The General Assembly is composed of all the « Members » of the EEIG “AER”.
The operative rules of the General Assembly will be defined in the Internal Regulations under the terms laid down in the Council Regulation (EEC) no. 2137/85 of 25 July 1985 and the provisions of the Belgian law of July 12, 1989 implementing this Regulation.
The General Assembly will be held at least once every year on the first Friday ofJune, either at the official address of the EEIG “AER” or elsewhere in a country where there are Members of the Grouping, after having been called by the Executive Committee; notice of meeting must be mailed by any mode of transmission three weeks before the date of the meeting.
An extraordinary General Assembly may be called by the Executive Committee if the Secretary General, the President or the Members holding at least half of the votes so request.
All the Members of the EEIG “AER” must abide by decisions of the General Assembly.
Decisions will be taken generally by a majority vote under the conditions defined in the Internal Regulations in accordance with the Council Regulation (EEC) no. 2137/85 of 25 July 1985.
Pursuant to the provisions of Article 17 of Council Regulation (EEC) no. 2137/85 of 25 July 1985 a unanimous decision by the Members shall be required to:
– alter the objects of the Grouping;
– alter the number of votes allotted to each or any Member;
– alter the conditions for the taking of decisions;
– alter the contribution by every Member or by some Members to the Grouping’s financing;
– admit new Members.
c) The voting rights
Each Member will have a number of votes corresponding to his category. The number of votes is determined by the criteria and limits established in the Internal Regulations and pursuant to the provisions of Article 17 of Council Regulation (EEC) no. 2137/85 of 25 July 1985.
“Associate Members” do not have the right to vote.
6.2. The Executive Committee
The Executive Committee is composed of :
– one representative of each Member of category A of the Grouping.
– one representative of each Member of category B of the Grouping.
– one representative of each Member of category C of the Grouping.
– one representative elected amongst the Members of category D and E of the grouping, if the Members of such categories are less than 3 or two representatives elected amongst the Members of category D and E of the Grouping, if the Members of such categories are 3 or more.
In addition, on a proposal by the Executive Committee, the General Assembly may nominate in the Executive Committee, any individual, who is an Associate Member or representative of an Associate Member.
The Executive Committee is presided over by the President of the EEIG “AER” and three Vice-Presidents; all of them elected for two years and confirmed annually by the General Assembly.
Each member of the Executive Committee has one vote.
Decisions of the Executive Committee are taken by a simple majority of votes except in case of the acceptance of new Members which needs a unanimous decision.
The AER Executive Committee shall carry out the policies approved by the General Assembly. It shall be responsible for the management of the EEIG “AER” between General Assemblies.
The President is the official spokesman for the Grouping in all matters of public relations, and his public comments will at all times be consistent with the decisions of the General Assembly and Executive Committee. If for any reason the President is unable to be the spokesman for AER, he will delegate his powers to a Vice-President.
The Executive Committee shall be called by the President.
The Executive Committee appoints the Secretary General, determines his powers and monitors his activity. His appointment shall be ratified by the General Assembly. If there is no ratification, the Executive Committee will immediately propose another candidate.
6.3. The Secretary General
The Secretary General shall be in charge of the day-to-day management and of the staff.
Therefore, he will be able to carry out acts connected with the day-to-day management of the Grouping and to execute all decisions of the Executive Committee and of the General Assembly.
ARTICLE 7 : REPRESENTATION
All legal actions initiated in the name of the Grouping, whether the Grouping is the plaintiff or the defendant, shall be instigated and pursued by the Secretary General in the name of the Grouping, in accordance with the instructions of the General Assembly acting on a proposal by the Executive Committee.
Concerning the day-to-day administration of the Grouping, official documents that commit the Grouping shall be signed by the Secretary General or by two Members of the Executive Committee, in accordance with the instructions of the Executive Committee. Such persons shall not have to justify their actions to third parties.
Apart from the day-to-day administration of the Grouping, official documents that commit the Grouping in any way shall be signed by the Secretary General and another Executive Committee Member (unless exceptionally instructed otherwise by the Executive Committee), in accordance with the instructions of the Executive Committee. Such persons shall not have to justify their actions to third parties.
The President is the official spokesman for the Grouping in all matters of public relations, and his public comments will at all times be consistent with the decisions of the General Assembly and/or Executive Committee.
ARTICLE 8 – WORKING GROUPS
In order to fulfil the EEIG “AER”’s objects, the Executive Committee may set up and dissolve working groups on key subject areas related to commercially funded radio broadcasting or to the management of the Grouping.
The members of each working group can appoint a coordinator.
The working groups report to the Executive Committee and to the Secretary General.
ARTICLE 9 – CONTRIBUTIONS
The Members and the Associated Members contribute to the financing of the EEIG “AER” by the payment of admission and annual fees calculated in accordance with criteria defined in the Internal Regulations, and approved on a yearly basis by the General Assembly on the recommendation of the Executive Committee. Failure to pay fees for more than three months after the due date shall revert in expulsion from the Grouping.
ARTICLE 10 – ACCOUNTS
The Secretary General will keep proper accounts.
The General Assembly may appoint independent auditors on an annual basis to audit the accounts.
The annual accounts shall be presented to the General Assembly for its approval within six months from the closure of the accounting period.
ARTICLE 11 – ACCOUNTING PERIOD AND RESULT
The fiscal year coincides with the civil year.
ARTICLE 12 – DISSOLUTION
In accordance with the provisions of the Internal Regulations, the General Assembly shall adopt a resolution to dissolve the EEIG “AER” by not less than a three quarters majority of the votes of the Grouping and shall appoint one liquidator giving him the powers which it considers necessary.
ARTICLE 13 – DISPUTES
Any dispute regarding the validity, interpretation and execution of the present agreement, shall be submitted to arbitration, according to the rules of the CEPANI (Centre for the Study and Practice of National and International Arbitration).
ARTICLE 14 – LAW APPLICABLE
The law applicable to the present contract shall be the Council Regulation (EEC) no. 2137/85 of 25 July 1985 and the Belgian law of 12 July 1989, implementing this Regulation.
ARTICLE 15 – INTERNAL REGULATIONS
After the signature of the present Agreement, Members of the Grouping meeting in a General Assembly shall adopt the Internal Regulations, by simple majority. These Internal Regulation may only be modified by a decision of the General Assembly, taken by simple majority, pursuant to article 17 of Council Regulation (EEC) no. 2137/85 of 25 July 1985.
Admission of new Members shall be conditioned upon their acceptance of the Internal Regulation of the Grouping.