Leaseurope

Menu:

Print

Articles of Association

STATUTES OF THE EUROPEAN FEDERATION OF FINANCE HOUSE ASSOCIATIONS (EUROFINAS)

FORMALLY APPROVED BY THE GENERAL ASSEMBLY ON 30 SEPTEMBER 2010

Article 1.         Name

The name of the international non-profit association is "European Federation of Finance House Associations - International Non-Profit Association" (hereafter called "the Federation"), abbreviated as "Eurofinas International Non-Profit Association".

Article 2.         Registered Office

The registered office of the Federation is located at 1040 Etterbeek, Boulevard Louis Schmidt 87 b.3 , in the judicial district of Brussels.

Article 3.         Duration

The Federation is founded for an indefinite duration.

The financial year coincides with the calendar year.

Article 4.         Internal regulations

All organisational, administrative and operating procedures not included in these articles of association are governed by a set of internal regulations established by the Board of Directors and approved by the General Assembly. Any change in the internal regulations deemed to be necessary and accepted by the Board of Directors, shall be submitted to the approval of the General Assembly.

The internal regulations shall not form part of these articles of association.

The Chair of the Board of Directors shall ensure compliance with the internal regulations and inform the Board of Directors of any breach thereof.

Article 5.         Purpose

The purpose of the Federation is:

  • to represent the interests of the consumer credit industry vis-à-vis bodies of the European Union and international institutions (such as, for example, the European Commission, the European Parliament, the Council of the European Union, the Committee of European Banking Supervisors (CEBS), the Basel Committee on Banking Supervision, the International Standardisation Organisation, etc.);
  • to inform the members of any European or international developments likely to affect the consumer credit industry;
  • to coordinate the views of the members so as to adopt common positions;
  • to promote the consumer credit industry at European and international levels, including by way of establishing relationships with like-minded organisations;
  • to organise events on topical issues and/or for a specific audience;
  • to produce European-wide statistics in order to: i) illustrate the economic importance of the consumer credit industry and ii) assess the market situation, identify trends and facilitate benchmarking.
  • to provide the members with a platform so that they can i) exchange views and best practices; ii) network and iii) meet third parties.

Article 6.         Activities

To achieve the purpose mentioned above, the Federation pursues the following activities in particular:

  • distributing information to members;
  • collecting information and data from members; 
  • writing and publishing studies, articles and press releases;
  • organising events, seminars and colloquia;
  • writing and disseminating common positions.

Moreover, to achieve its purpose, the Federation may undertake any action that is directly or indirectly connected to it or is conducive to its development or can facilitate its realisation.

Article 7.         Categories of members

The Federation has three categories of members:

- Full members: ‘Full member’ status can be granted to national associations of European countries that are recognised as representatives, in their respective countries and in accordance with their by-laws, of the professional interests of companies active in the consumer credit industry.

The Federation shall have no fewer than three full members.

- Correspondent  members: ‘Correspondent  member’ status can be granted to associations representing the professional interests of companies active in the consumer credit industry: - in a non-European country; - in a European country and fulfilling conditions in terms of maximum size and contribution capacity to be determined by the Board upon a recommendation of the Director General.

In addition, if in a specific European country a large part of the consumer credit industry is not represented by a national association, the Board of Directors may grant correspondent member status to one or more individual consumer credit companies, provided that its articles of association enable effective representation of that part of the industry that is not covered by full members in that country.

- Associate members: ‘Associate member’ status can be granted to public or private sector companies, organisations or associations/federations representing companies, which have affinities or do business with the consumer credit industry, but are not consumer credit companies themselves. ‘Associate member’ status can also be granted to a group of consumer credit companies.

The full, correspondent and associate members must be constituted in accordance with the laws and practices of their country of origin.

Article 8.         Admission of members

Applications for admission of full, correspondent and associate members shall be submitted in writing to the Director General who shall check their admissibility.

To be admissible, the application for admission must include the following:

  1. if the applicant is a legal entity: a copy of the applicant's articles of association along with a description of its purpose and its activities;
  2. the name(s) of the natural person(s) who will represent the applicant vis-à-vis the Federation;
  3. a declaration indicating whether the applicant is applying for membership as a full member, correspondent member or associate member;
  4. a copy of the decision of the applicant’s Board or General Assembly, whichever is competent, to join the Federation.

The Director General shall submit the application for admission to the Board of Directors, which admits full members, correspondent members and associate members in accordance with the internal regulations. The Board of Directors is not required to justify its decision.

Article 9.         Resignation of members

Resignations of full, correspondent and associate members shall be submitted by registered post to the Director General who shall immediately inform the Chair about the resignation. The Chair shall, for information purposes, include this point in the agenda for the next meeting of the Board of Directors.

Any resignation submitted after the fifteenth of October of a given year will be deemed to have been submitted on the third of January of the following year.

Resigning full, correspondent and associate members shall have no claims on the assets or revenues of the Federation and are not reimbursed the membership fees or contributions they have paid to the Federation or any other payments they have made to the Federation.

In the case of consumer credit companies having been granted correspondent member status, , their membership  shall automatically expire on 1 January of the year following the year during which a national association which covers that part of the consumer credit industry represented by that member has been set up in the country of that member, and on condition that the said national association has become a full member of the Federation.

Article 10.       Exclusion of members

Full, correspondent and associate members can be excluded by the Board of Directors, acting with a two-thirds of votes, on the basis of non-compliance with the articles of association or internal regulations, for non-payment of annual membership fees within 3 months of their due date, for reasons which in the considered opinion of the Board of Directors risk damaging the Federation’s reputation or if they obstruct the realisation of the Federation's purpose.

Prior to exclusion, the full, correspondent or associate member may defend himself before the Board of Directors.

The Board of Directors is not required to justify its decision.

The full, correspondent or associate members who have been excluded shall have no claims on the assets or revenues of the Federation and shall not be reimbursed the membership fees or contributions they have paid to the Federation or any other payments they have made to the Federation.

Article 11.       Rights of members

Full members have the following rights:

  • the right to be invited to and to participate in the General Assembly;
  • the right to vote in the General Assembly;
  • the right to be represented in the General Assembly by another full member;
  • the right to inspect the register of members at the Federation's registered office, as well as all the deeds, documents and decisions of the Federation, including documents pertaining to the accounts;
  • the right to request a General Assembly to be called if this is demanded by at least one-third of full members;
  • the right to add a proposal to the agenda of the General Assembly if it is supported by at least one-fifth of the full members;
  • the right to only be excluded on the basis of the procedure described in the articles of association;
  • the right to resign as a member by sending a registered letter to the Director General;
  • the right to be able to take part in the Federation’s work and decision-making process  and to be kept informed about its activities.

Correspondent members have the following rights:

  • the right to be invited to and to participate in the General Assembly;
  • the right to inspect the internal regulations;
  • the right to only be excluded on the basis of the procedure described in the articles of association;
  • the right to resign as a member by sending a registered letter to the Director General;
  • the right to be able to take part in the Federation’s work and decision-forming (not making) process as well as to be kept informed about its activities.

Associate members have the following rights:

  • the right to inspect the internal regulations;
  • the right to only be excluded on the basis of the procedure described in the articles of association;
  • the right to resign as a member by sending a registered letter to the Director General;
  • the right to be kept informed about specific activities of the Federation, to receive certain publications of the Federation and to take part in some of the Federation’s work, as may all be further detailed in the internal regulations.

Article 12.       Membership fees

Full members shall pay an annual membership fee as determined by the Board of Directors.

The amount of the annual membership fee of full members may not exceed €200,000.00.

The Board of Directors shall also determine the annual membership fees to be paid by the correspondent and associate members. The amount of the annual membership fee may not exceed €100,000.00 in the case of correspondent members and €50,000.00 in the case of associate members.

The internal regulations specify the procedure to be followed by the Board of Directors to determine the amounts of the annual membership fees of the full, correspondent and associate members.

Under exceptional circumstances, the Board of Directors can grant a rebate on the annual membership fee to a full or correspondent member who makes a justified request to this effect. This rebate can be granted only for one calendar year but can be renewed.

The membership fees of the full and correspondent members are due each calendar year but shall be payable in two instalments of the same amount on 30 January and 30 June of the year in question. The membership fees of the associate members are due each calendar year and shall be payable on 30 January of the year in question.

Article 13.       General Assembly – Composition and Powers

The General Assembly consists of all the full and correspondent members of the Federation. The members of the Board of Directors and the Director General are invited to the General Assembly.

The following items must be deliberated by the General Assembly:

  • approval of the budget and the accounts, as well as any additional contribution that may be required during the course of an accounting year to meet certain significant, unforeseen and unbudgeted expenses;
  • discharge for the directors and the auditors;
  • amendment of the articles of association;
  • approval of the internal regulations and their amendments;
  • appointment and removal of the directors;
  • appointment of the Chair and three Vice-chairs of the Board of Directors;
  • appointment and removal of the auditor(s) and determination of their remuneration if they are to be remunerated;
  • dissolution of the Federation.

Article 14.       General Assembly – Meetings

The General Assembly is convened by the Chair of the Board of Directors or, in his absence, by the Vice-chairs of the Board of Directors acting jointly.

The members shall be notified of the meeting by letter or by e-mail sent at least 15 calendar days before the meeting. The said notification shall be deemed validly made if sent to the Director/Secretary Generals of the members.

The General Assembly shall meet physically at least once a year.

At least one General Assembly shall be held during the first half of each year to approve the accounts.

The General Assembly can take decisions by using a written procedure or arrive at a decision by way of teleconferencing.

The General Assembly can only take decisions by written procedure provided that:

(i) each full member has been informed and invited to cast his/her vote on the decisions to be taken and;

(ii) no full member objects to the written procedure.

In order to legitimately oppose the written procedure, a full member has to notify the Director General of his objection by registered mail and within the 7 day period subsequent to the dissemination of the General Assembly invite. The Director General will then inform the Chair.

The General Assembly must be convened when demanded by one-third of the full members.

Each full and correspondent member shall notify the Director General at least 7 calendar days before the General Assembly meeting who will be their official representative  at the said meeting. .

The General Assembly shall be chaired by the Chair of the Board of Directors. In the absence of the Chair of the Board of Directors, the Chair shall designate in writing one of the Vice-chairs as the substitute Chair. The person chairing the General Assembly shall appoint the secretary.

Full members can be represented in the General Assembly by another full member holding a special proxy; each full member cannot hold more than one proxy unless the objective is to vote resolutions which need to be enacted by means of a notary deed.

Article 15.       General Assembly – Decision

Full members have individual voting rights as determined in the internal regulations.

The General Assembly can only validly deliberate and decide if at least half of the full members are present or duly represented and if these members together represent more than 50% of the total existing individual voting rights.

If the required attendance quorum is not achieved, a second General Assembly shall be convened by the Board of Directors at least 7 days after the date of the original Assembly. This second General Assembly can validly deliberate and decide irrespective of whether the required attendance quorum is achieved.

The resolutions shall be adopted by a simple majority of the votes.

However, the following resolutions shall be adopted by a majority of no less than two-thirds of the votes:

  • the dissolution of the Federation;
  • amendments to the articles of association.

Abstentions, blank votes and invalid votes shall not be taken into account when assessing the required voting majority. In the event of a tie, the resolution shall be deemed to be accepted.

Article 16.       General Assembly – Disclosure

The decisions of the General Assembly are entered in a book of deeds of the Federation in form of minutes, signed by the Chair and the Secretary.

This book is kept at the registered office of the Federation where all full and correspondent members can inspect it. However, members are not allowed to remove the book.

Article 17.       Executive Committee

The Executive Committee consists of the Chair and the Vice-chairs of the Board of Directors.

The Board of Directors may delegate certain tasks to the Executive Committee.

The Executive Committee can be convened at any time by any one of its members.

Article 18.       Board of Directors – Powers

The Board of Directors shall have the most extensive powers to administer and manage the Federation on matters  that are not explicitly reserved for the General Assembly or the day-to-day manager by law and the articles of association.

Among other things, the Board of Directors shall:

  • prepare annual accounts for the concluded financial year and budget for the next financial year;
  • define the overall strategy and vision of the Federation;
  • decide on the creation of technical committees and steering groups, define their terms of reference, approve their annual priorities and appoint their Chairs;
  • hire and dismiss the Director General.

Notwithstanding the obligations resulting from collective administration, the directors may distribute the tasks amongst themselves.

Article 19.       Board of Directors – Appointment – Composition

The members of the Board of Directors shall be appointed by the General Assembly.

The directors are appointed for a period of two years, renewable.

The Director General shall send a call for applications to all full and correspondent members no less than three months before the scheduled end of the term of office of the incumbent directors. From this moment onwards, each full and correspondent member has 45 calendar days to send its nomination(s)to the Director General. Each full member may nominate up to two Directors, one of whom must necessarily be the Director/Secretary General of the said nominating member. Each correspondent member may nominate one Director.

The Chair, and up to three Vice-chairs, of the Board of Directors are elected by the General Assembly from among the Board members, for a term of office of two years, which can be renewed.  The appointment of the Vice-chairs does not necessarily prejudge the choice of the future Chair of the Federation.

In the absence of the Chair, the Chair grants the chairmanship of the Board of Directors to a Vice-chair.

The roles of Chair and Vice-chairs, as well as those of Directors, are performed on an honorary basis.

Article 20.       Board of Directors – End of a Directorship

Directors’ resignations shall be submitted in writing to the Director General, who shall immediately inform the Chair of the resignation. The Chair shall, for information purposes, include this point in the agenda for the next meeting of the Board of Directors.

The resigning director shall continue to fulfil his obligations as director for the period deemed reasonably necessary to find a replacement director.

Directors are removed by the General Assembly to punish any action or omission that seriously harms the Federation's interests or if the said director deliberately obstructs the realisation of the Federation's purpose or is likely to harm the Federation's reputation.

In order to find a replacement Director, the Director General shall request a nomination from the full member who had originally submitted the application of the resigning or removed Director. The said full member shall have three weeks from the date of the call to submit a new application, if any.

Upon receipt thereof, the Director General shall submit the application as soon as possible to the approval of the General Assembly.

Article 21.       Board of Directors – Meetings

The meetings of the Board of Directors are convened by the Chair or, in his absence, by the Vice-chairs acting jointly.

The Chair shall prepare the agenda.

Meetings of the Board of Directors may be held physically, through video-conferencing or through teleconferencing.

The Board of Directors can only decide on the items included in the agenda. However, the Board of Directors can add items to the agenda if at least two-thirds of its members are present.

Article 22.       Board of Directors – Decisions

The Board of Directors can only validly deliberate if at least half of the full members are present or duly represented.

The decisions shall be taken by consensus among the full members. If a consensus cannot be reached, decisions shall be taken by a simple majority of the votes of the full members. However, the decision to grant a full or correspondent member a rebate on the annual membership fee is taken by a majority of two-thirds of the votes.

Each full member represented on the Board  shall have one vote. In the event of a tie, the vote of the person presiding over the meeting shall prevail.

Minutes are prepared for all the meetings and include an attendance list. The minutes should be approved by the Board of Directors and signed by the person presiding over the meeting.

Article 23.       Budget and annual accounts

During the first half of each year, the Board of Directors shall submit the accounts of the previous financial year, prepared in accordance with Article 53 of the Law of 27 June 1921 and its implementing Royal Decrees, to the General Assembly for approval.

Each year the Board of Directors shall submit the draft budget for the next financial year to the General Assembly for approval.

The General Assembly shall appoint an auditor and determine the auditor’s remuneration.

Article 24.       Day-to-day management – Director General

The Board of Directors shall delegate certain powers to the Director General acting individually.

The Director General shall be accountable to the Board of Directors and act independently of the other organisations, bodies or entities of member countries.

The Director General shall be responsible for day-to-day management.

For indicative purposes, day-to-day management includes the power to fulfil the following acts within the budget:

  • take all necessary measures for implementing the decisions of the Board of Directors;
  • sign daily correspondence;
  • rent or rent out any movable or immovable property and sign any leasing agreement pertaining to this property;
  • claim, cash in and receive any money amounts, all documents and goods of all types and provide a receipt for them;
  • make all payments;
  • sign any agreement with any independent service provider or supplier of the Federation, including any credit institution, investment services company, pension fund or insurance company;
  • make and accept any price bid, place and accept any order and sign any agreement pertaining to the purchase or sale of any movable or immovable property, including all financial instruments;
  • sign all receipts for registered letters, documents or packets addressed to the Federation;
  • appoint and remove the personnel of the secretariat and set their emoluments.

The Director General shall attend the meetings of the General Assembly, the Board of Directors and the Executive Committee of the Board of Directors, but shall not have voting rights in these bodies.

In order to avoid potential conflicts of interest, the Director General shall not hold positions in organisations or companies that are active in the consumer credit market or linked thereto, unless expressly authorized by the Chair.

Article 25.       Representation

The Federation is validly represented by the Chair or by two directors acting jointly for all acts performed on behalf of the Federation not falling within the day-to-day management or a special delegation of powers. The power to represent the Federation may be delegated to the Director General or to a third party by granting a special power of attorney, provided that appropriate limitations to the powers are specified.

The role of persons authorised to validly represent the Federation is brought to an end in exactly the same way as a directorship.

Article 26.       Amendments to the articles of association

Without prejudice to the powers of the Minister for Justice and the Notary, the amendments to these articles of association shall be adopted by the General Assembly in accordance with the provisions specified in Article 15.

Article 27.       Dissolution

In the event of voluntary dissolution, the General Assembly shall appoint a liquidator and shall determine its powers. In the absence of a liquidator, the directors shall act as liquidators.

In the case of any voluntary or legal dissolution (at any time and for whatever reason this may occur), the net assets of the dissolved association are allocated for a non-profit purpose similar to that of the Federation.

The decision to allocate the assets shall be taken by the General Assembly or, in its absence, by the liquidator.

Article 28. General provision

Any issue not explicitly addressed in these articles of association shall be governed by the law of 27 June 1921 on non-profit associations, as amended by, inter alia, the Law of 2 May 2002 and its implementing Royal Decrees.