ARTICLES OF ASSOCIATION FEDE

ARTICLES OF ASSOCIATION - FEDE
FEDERATION FOR EDUCATION IN EUROPE
FÉDÉRATION EUROPÉENNE DES ÉCOLES

Art. 1 Name, Legal structure
Under the name FEDE – Federation for EDucation in Europe there is an association regulated by the present articles and articles 60 and following of the Swiss Civil Code.  It bears the mark: (Federation for EDucation in Europe – Fédération Européenne des Ecoles),

Art. 2 Headquarters
The headquarters of the association are in Geneva, Switzerland.

Art. 3 Duration
The duration of the association is indefinite.

Art. 4 Aims and objectives
1.The association is non-profit-making.
2.It safeguards and protects the European educational heritage and the independent teaching values before all regional, national or international authorities.
3.It opposes all discrimination of independent teaching and supports the right of each person to freely choose their paths and means of education and training.
4.The association endeavors to contribute to the influence of Europe, its European culture and excellence in educational organization and facilitate understanding and knowledge of educational, didactic and professional problems in Europe and other parts of the world.
5.It stimulates the sharing of programs and experience. It fosters mobility of teachers, those responsible for educational content and learners. It encourages research on teaching content and reference materials, new professions, professional and educational problems and a discussion of ideas. It publishes works on research in these domains.
6.It defines the criteria and quality of training, the modalities and criteria of evaluation, titles, certificates and diplomas of independent teaching and undertakes all necessary steps in view of their professional recognition on an international level.
7.The Federation actively participates in the set up and the promotion of specific programs in relation to its objectives, in particular, in the domain of education. It abstains from all activities directly aimed at profit making.

Art. 5 Collective and individual members
1The FEDE is open to persons and institutions that share the views and objectives of the Federation. Admission of a new member is in all cases conditional to the approval of the association (Article 8).

Collective Members
2Members of the FEDE are in principle collective members: schools, institutions and establishments of independent education providing an educative activity, organizations or representative associations of education, professions or a professional branch or union categories. The collective members appoint and assign a physical person who will represent them in relation to the association FEDE.

3When several establishments are a part of the same Educational group each has its representative. A SIREN, RC, or any other matriculation determinant specific to the country different from that of the Group or another establishment of the same group determines the status of the establishment. The Educational groups may decide at any moment to appoint, suppress or change their representative without the need of justification. This depends on the internal measures of the Educational group.

Individual members
4Renowned figures exhibiting merits in the service of education, new professions, creation of employment or significance on the level of their professional or scientific successes may be welcomed as individual members. The same applies to persons who have previously exercised positions in the Federation and those attached to it.

Art. 6 Categories of members
All individual or collective members are necessarily part of one or another of the following six categories: full member, affiliated member, observing member, observing-full member, honorary member or qualified member.
1- Full members are those who show and have shown their attachment to the cause of the association, who take part in the general meetings, with the exception of a serious impediment and who make themselves available for the fulfillment of the needs of occasional assignments. Only full members may receive a certificate of affiliation and represent their membership to the FEDE in the eyes of third parties, by titling themselves “FEDE members” or in using any other equivalent designation.
2 – Affiliated members are those persons or institutions desiring to get closer to the FEDE and who have been welcomed into the Federation for a probationary period until the time when the general meeting may confer them the statute of full member. They are also organizations or representative associations of education or professions or professional branches or union categories.
3 – Observing members are those whose activities are in the teaching or pedagogy domain practicing in a country not a member of the European Council. Sympathizers delegated by other organizations may equally be accepted as observing members. Their membership to the FEDE may be represented to third parties by titling themselves as “FEDE members” or by using any other equivalent designation. Observing members may elect their own observing full member who will have rights attached to full members.
4 – Observing full members are those who come from observing members and are designated by them to benefit from voting rights and active participation in general meetings. The designated observing full member is subject to a specific rule in the Bylaws.
5 – Honorary members are those individuals who are admitted to the association for merits given specifically to the FEDE or in service to a cause, which it defends. They may be presented to third parties as “honorary members of the FEDE”.
6 – Qualified members are those individuals known for their merits or their service to education, new professions and creation of employment or significant successes on the professional or scientific level.

Art. 7 Privileges attached to membership
No matter which category they belong to members of the FEDE are invited to organized events by the Federation and benefit from all the information reserved to its adherents or destined to make the FEDE and its members known to the public and the authorities. When the FEDE initiatives or programs are equally open to third parties, the conditions accorded to members are in principle more favorable than those conceded to non-members.

Art. 8 Admission of new members
1The person or institution in article 5 para.1, who wishes to become part of the association, must present an application for admission in writing to the President. All applicants are required to pay in advance the processing fees for their application, according to the fee schedule fixed by the Executive Board. The amount is non refundable regardless of the decision.
2The applicant file is subject to the Committee who confers or not to the statute of member according to the different categories (art. 6).
4The President presents the applications received and completed by the candidates to the first Committee programmed subsequent to the reception of the candidates application.
5The admission of a new member equally implies his/her attachment to one of the categories stated in article 6. The applicant who is not in agreement with a decision taken by the Committee in this regard has the right to remove his/her application by simple letter to the President within 15 days.
6For further information, the right to appeal of an applicant eliminated or dissatisfied is settled in article 26.

Art. 9 Resignations
1In terms of the law “each member is authorized by law to leave the association, provided that he/she announces his/her departure six months before the end of the civil year or when a fiscal year is forecast, six months before this period”
2The announcement of the resignation must be in writing.
3The annual fees are due according to art. 20 para. 4.

Art. 10 Exclusions
1The Executive Board has the right to pronounce exclusion of a member who does not conform to the rules of the association, disloyal behavior on its regard or failure to fulfill his/her obligations to it, notably payment of the annual dues if the member is liable to them.
2Only the general meeting may pronounce exclusion of a member who is part of the Committee or the Executive Board.
3Exclusion is notified in writing giving cause.
4The right of appeal of an excluded member is settled in article 26.
5Annual fees are due according to art. 20 para.4.

Art. 11 List of members
1The association shall keep an up-to-date nominative list of members with their respective categories and for the collective members mention of respective representatives. Responsibility for this lies with the President (in accordance with article 12b), who delegates material execution of this task to a person of confidence.
2In the case of divergence(s) between the list and the files, which have as their source (meeting minutes, correspondence etc.), the resulting information from files shall apply unless proof of the contrary.
3The consultation of the list by a member is free. The list is not transferable, transmissible or usable. The Executive Board may refuse consultation of the list for a legitimate reason when there is a presumption of usage that seems strange, seen contrary to the interests of the association. In case of doubt, the person responsible for holding the list requires the authorization of the Executive Board before authorizing a consultation of the list or producing a copy of it.
4The list of members is at the disposition of those members who wish to exercise their legal right to convene a general meeting (art. 12d para.2).
5The list of members may figure in the publications of the Federation (directory and others) as well as on the Internet site. No member can refuse for his/her name to appear in FEDE communications and particularly its directory. A refusal to appear as a member of the FEDE is cause for immediate exclusion.

Art. 12 General Meeting
12a Composition
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.
12c Meetings
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.
12d Convocations
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.
12f Deliberations
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.

12g Votes/majorities
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
18a Function
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.
18b Organization
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.
18d Supervision
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.

Art.19 Association resources
The resources of the association are constituted among other by the annual dues of the members, potential donations, potential subventions from public or private organizations, candidate member application fees, the amounts paid by members for services rendered, possible surpluses from initiatives and organized events under the aegis of the association, royalties on miscellaneous products arising from the agreement with exterior structures, revenue from Federation assets.

Art.20 Dues
1.Members pay annual dues in which the amount is fixed by the Executive Board. It may apply differentiated rates to collective and/or individual members.
2.When several schools or organizations are part of the same group (art. 5 para.3), each one is held to payment of the annual dues because they all benefit from the advantages of their affiliation with the FEDE.
3.Honorary members are dispensed from the obligation of paying dues but may pay voluntarily.
4.Resigned or excluded members who were required to pay dues penalties owe their part of the dues for the time during which they were members. They are equally liable for their dues for the year of their resignation or their exclusion.

Art.21 Assets
Members of the association have no individual rights to the assets of the association and it has nothing to refund in the case of death or departure from the association.

Art. 22 Annual period
The annual period coincides with the civil year except by contrary decision made by the Executive Board.

Art.23 Responsibilities
1Members of the association are not personally responsible for the commitments of the Federation.
2Assets guarantee these commitments exclusively.

Art.24 Representation
1The association makes a commitment with the individual signature of the President or the collective signatures of two members of the Executive Board.
2In addition, no member or other person may act or intervene on behalf of the FEDE without having been mandated by the President or by the Executive Board who represent the association to third parties.

Art.25 Sanctions
.1The member who is late in payment of dues or in the execution of other financial obligations to the association by law owes penalty interest.
2.Other possible sanctions against members who do not conform to the rules of the association are written warning, removal of functions and exclusion (art. 10).

Art.26 Appeals
1.All members or applicants, who consider themselves aggrieved by a decision of the Executive Board or by the decision of a person in charge of functions within the association, have the right to appeal to the Committee. The same applies when the party concerned considers that the decision in question is contrary to the law or the articles.
2.The appeal is submitted by simple written correspondence, addressed to the President within 30 days from the time the appellant received knowledge of the decision he/she is contesting.
3.The appellant who has the right to be heard will be convoked to the next session of the Committee. Ultimately, the Committee will rule.
4.When no Committee session is scheduled for three months following the submission of the appeal the appellant may convoke one at his/her expense and by his/her own means for which he/she will plead his/her case. But, he/she shall not take the initiative to bring other items to the agenda the day of the convocation.
5.When the contested decision emanates from the President or another person in charge of functions within the association, the file will be examined first by the Executive Board and will only pass on to the Committee if no arrangement can be found with the interested party in the 60 days following the submission of the appeal.
6.The appeal does not have a suspended effect on the decision contested. In case of an annulment of the decision contested there will be no sanctions brought against the persons who took them except in the situation of a serious error on their part.
7.Third parties never benefit from the right to appeal decreed in present articles, with the exception, however of applicants at their entrance into the association where a request of admission was refused, according to article 8. In the case of contestation of the decision of non-admission of an applicant by the committee, the committee debates anew behind closed doors and votes the one question by secret ballot with a “yes or no admitted”.
8.The internal appeal procedure stated in the present article is not applicable against decisions of the general meeting itself, legal proceedings being the only conceivable solution in such a case (article 75 du code civil).

Art.27 Dissolution
The association may decide its dissolution in the general meeting. The eventual liquidation surplus remaining after settlement of all debts may be on no account remitted to members. Preferably, it will be attributed to a non-profit institution of the same genre or a foundation.
Art.28 Modification of articles
Modification of present articles is possible at any time by decision of the general meeting.
Art.29 Entry into force
The present articles which were adopted by the general meeting on 17 March 2016, enters into force immediately and replaces any previous articles.