Art. 12 General Meeting
1.The general meeting, as the body of the association having the capacity to make decisions, is composed of full members and observing full members.
2.Affiliated members, observing members, honorary members and qualified members have the right to attend general meetings and speak but only in an advisory capacity.
3.The different representatives of collective members and individual members according to paragraphs 2 and 3 of article 5 participate at the general meeting, with a deliberative or advisory capacity depending on their category membership.
12b Prerogatives – The general meeting is the supreme power of the association. It approves the strategy of the Federation, it designates a President from within who will be ex officio President of the Committee and the Executive Board, names the Executive Board and the Committee, and approves the annual management and accounts. It has all the other powers stated in the present articles.
1.The general meeting gathers each time it is necessary but at least once a year, in a general meeting said ordinary, to deliberate on the accounts and the management of the year or the previous period (according to art. 22) and if there is an election or a validation as their function of members of the Executive Board and the Committee and if need be, the auditors.
2.The general meeting is chaired by the President, by default the vice-president or one of the vice-presidents if there are several or in their absence, by another member of the Executive Board or Committee. If none of these people are available the full members present elect someone among themselves to chair the session.
1.The President, the Executive Board or three members convene a general meeting.
2.By law, one fifth of the members must request the convening of a general meeting. .This right belongs to all members regardless of his/her category. The request must be addressed to the President or the Executive Board.
3.The convocation is made in writing, addressed to each member regardless of category at least one month in advance.
12e Agenda – The convocation includes the agenda. All members who have individual propositions to formulate may do so during the meeting in the “any other business (AOB)” item, which appears ma datorily on the agenda.
1.The general meeting, which convenes regularly, may validly deliberate regardless of the number of members or representatives present.
2.Another may represent a member who personally is not able to take part in the meeting. However, the same person may not represent more than three members. Furthermore a full member and an observing full member may only be represented by another member of the same category (art. 6). The power of representation must result from a written communication to the person to whom the right is granted (proxy). The representation by a non-member of the association is not permitted.
3.A presence list, stating the names of the members and representatives present is established under the responsibility of the President or the chairman of the session with the proxies attached.
4The President or chairman of the session will take care to ensure that among other things, meeting minutes or at least a summary of the deliberations be taken. These meeting minutes will have legal authority for the decisions mentioned with the following conditions:
— They are signed by at least two people (the President and its author);
— They acknowledge that the meeting was convened regularly (or that all the members were present or represented);
— They refer to the presence list (or the fact that all members were present);
— They state voting results.
1.Each full member and observing full member present or validly represented, disposes of one vote in the general meeting.
2.The decisions are taken on a majority vote, subject to paragraph 4 here after. It is a simple majority vote.
3.To determine the majority it takes into account only the members and representatives present, never absent or non-represented members. The simple majority is reached when the number of yes votes in favor of the proposition subject to vote is superior to the total number of no votes.
4.The qualified majority is a two thirds vote in favor of the proposition subject to vote and is required for the following decisions: structural changes (modification of III “Organization” of present articles); modification of the composition of the Committee or the Board, notably before the deadline of 4 years as stated in articles 13 para.2 and 14 para.3 of present articles; decisions taken in the case of a serious conflicting situation and dissolution.
5.In the case of a tie vote, the President’s vote is decisive.
6.The meeting may vote on subjects not registered on the agenda only if the full members present are not opposed to voting on it.
12h External persons
The presence of external persons (non-members of the Federation) in the general meeting involves the approval of the President or the Executive Board.
Art. 13 Committee
1.The Committee is the body charged with defining the strategy of the FEDE, in particular, the orientation and policy of the association. It studies all the initiatives and actions in line with the aims of the latter and fosters encounters and contacts between the members who because of their distance may not always be able to attend the general meetings with the frequency they wish.
2.The members of the Committee are nominated for four years by the general meeting.
3.In the composition of the Committee the necessity of an equal representation of different nationalities within the FEDE is taken into account.
4.The Committee gathers as often as circumstances allow and gives an account of its activities at the general meeting.
5.It has the other powers stated in these articles.
Art. 14 Executive Board
1. The Executive Board is the body charged with the operational direction of the Federation. It adjudicates on all the important questions, assures a liaison with the members and rules in current affairs.
2.It reports on its activities to the Committee and the general meeting and is responsible for the establishment of reports and annual accounts. It has all other responsibilities and powers stated by the present articles as well as those relevant to the “direction” by law and that the articles are not reserved to another body.
3.The members of the Executive Board are elected for four years by the general meeting.
4. The Executive Board is composed of persons exercising the mention in article 15 and all other persons duly co-opted, the nominations by co-optation always being subject to the approbation of a subsequent general meeting.
5.The members of the Executive Board are by right members of the Committee.
Art. 15 Main functions within the Executive Board
1.The main functions within the Executive Board are the following:
— A president who leads and manages the Executive Board, the Committee, the general meeting; assumes the inherent responsibilities of its function and handles among other things the relations with the other official European organizations. It assures the execution of deliberations of the divers bodies and the regular functioning of the Federation, which it represents exteriorly. It calls meetings. It may temporarily delegate all or part of its powers and be represented by a vice-president or another member of the Executive Board.
— One or more vice-presidents (maximum four) charged with assisting the President according to his/her instructions and to replace the President when needed.
— A general secretary who assures the writing of the meeting minutes of the general meetings, and the Committee and Executive Board meetings, the publication of the latter being subject to the signature of the President. The general secretary oversees the diplomas, the running of the assessment tests, and the validation procedures in partnership with the general commissary. He/she coordinates the activities of the commissions and presents a report to the general meeting each year.
— Possibly a deputy general secretary to assist and replace the general secretary in his/her functions and responsibilities if need be.
— A treasurer responsible for the management of the treasury, financial control, the budget, cash services and accounting. The treasurer controls the annual dues payments and periodically presents a financial report to the general meeting.
— One or more other members (maximum 3) in charge of particularly important files.
2.Allocation of each of these functions to one or another of the members of the Executive Board falls within the competence of the general meeting or in default of a decision by the latter, by the President who will distribute the tasks with approval by the other members of the Executive Board.
Art. 16a International antennas – The FEDE antennas created outside of Switzerland must be in the form of an association or an equivalent entity according to local law. Their statutory aim must be in strict conformity with the present articles. Their directive body composed in majority of members of the FEDE Executive Board.
2.These antennas do not have their own members. Persons who contact them interested in an affiliation will be referred to the FEDE. The admission procedure in article 8 is applicable to them. These antennas may be called FEDE. They mandatorily have the mention of the country coupled with the FEDE mark and in the language of the country: FedeCountry.
Art. 16b Local representatives may participate in meetings limited to 50% of the number of legal members of the bodies concerned. Their right to vote is determined by the Executive Board of the FEDE.
Therewith that possible lucrative activity does not arise to distort the absence of a lucrative or economic aim of the FEDE (art.4). The creation of an economic subsidiary, allowing the financing of a principle purpose of the FEDE may be considered after the approval of the Executive Board.
Art. 17 Auditors – Each year the general meeting shall name a controlling body charged with the verification of the annual accounts. It may be some professionals chosen from outside the members of the association. This controlling body may be revoked at any moment.
Art. 18 Commissions
1.The work commissions may be constituted under aegis of the FEDE or within it in regards to treating specific questions in relation to the aim and mission of the Federation.
2.These commissions are not qualified to represent the Federation to third parties, to speak in its name or perform legal acts on its behalf. The same restriction exists for their presidents and members.
The composition of these commissions, the designation of their members and the distribution of functions among them must be approved by the Executive Board. Each commission reports its activities to the Executive Board.
18c Member initiatives
When one or more members of the FEDE intends to set up a commission or participate in an initiative in this direction they must first refer to the President or if the commission is already formed, inquire in full detail as rapidly as possible.
The commissions are placed under the supervision of the President who will assure that their activity and their functioning conforms to the objectives and spirit of the Federation. If the President judges that these conditions are not (no longer) fulfilled or that the persons who are a part of the commission are not adapted to their functions, the President shall take measures which he/she esteems adequate with approval of the Executive Board and will inform the general meeting by convocation if need be in the event of an emergency.
18e Protection of interests on behalf of the FEDE
A commission is formed unwittingly of the Federation which is not known by the latter and does not benefit from its approbation, may in no case present itself to third parties as an emanation of the FEDE or lay claims to the Federation in any other manner. This is the same even if all the participants of this commission are members of the association.