EUDCA Articles of Association

TABLE OF CONTENTS

TITLE 1 – NAME – LEGAL FORM – REGISTERED OFFICE – TERM

Article 1:    Name

Article 2:    Legal form

Article 3:    Registered office

Article 4:    Term

TITLE 2 – OBJECT OF THE ASSOCIATION

Article 5:    Objectives and activities

5.1.     Objectives

5.2.      Activities

TITLE 3 – MEMBERS OF THE ASSOCIATION

Article 6:    Membership

6.1.      Composition

6.2.      Number of Members

6.3.      Categories of Members

6.3.1.      Founder Members

6.3.2.      Members

6.3.3.      Rights and powers of the Founder Members and the Members

Article 7:    Admission of Members

7.1.      Request for admission

7.2.     Admissibility

Article 8:    End of membership

8.1.     Principles

8.2.     Resignation of a Member

8.3.     Expulsion of a Member

8.4.     Voluntary or forced dissolution or liquidation of a Member (legal person or association)

8.5.     Voluntary or forced dissolution or liquidation of the Association

Article 9:    Membership fee and other contributions

TITLE 4 – ORGANIZATION OF THE ASSOCIATION

Article 10:      Bodies of the Association

TITLE 5 – GENERAL ASSEMBLY

Article 11:      Composition of the General Assembly

Article 12:      Powers

Article 13:      Types of General Assemblies

13.1.       Extraordinary General Meeting

13.2.       Annual General Meeting

Article 14:      Convocation

Article 15:      Meetings

Article 16:      Representation

Article 17:      Decision making process

17.1.       Quorum

17.2.       Majority requirements

Article 18:      Minutes

TITLE 6 – MANAGEMENT OF THE ASSOCIATION

Article 19:      Board of Directors

19.1.       Composition

19.2.       Powers

19.3.       Meetings

19.4.       Convocation

19.5.       Representation

19.6.       Decision making process

19.7.       Minutes

Article 20:      The Chairman and the Vice-Presidents

20.1.       Appointment

20.2.       Powers

Article 21:      The General Secretary

21.1.       Appointment

21.2.       Powers and duties

Article 22:      The Treasurer

Article 23:      Committees

23.1.       Setting up a Committee

23.2.       Composition

Article 24:      Secretariat

Article 25:      Insurance and indemnities

Article 26:      External representation of the Association

TITLE 7 – FINANCIAL YEAR – CONTROL – EXPENSES

Article 27:      Financial year

Article 28:      Control

Article 29:      Expenses

TITLE 8 – ASSETS AND LIABILITIES OF THE ASSOCIATION

Article 30:      Member’s interests in the assets of the Association

Article 31:      Disposition of the assets of the Association in the event of dissolution

TITLE 9 – INTERIM PROVISIONS

Article 32:      Interim provisions

TITLE 1 – NAME – LEGAL FORM – REGISTERED OFFICE – TERM

Article 1:        Name

The name of the Association is “European Data Centre Association”, or in short “EUDCA”. 

Article 2:        Legal form

2.1.         The Association is an international non-profit association, in short “AISBL”, incorporated in accordance with the provisions of Title III of the Belgian Law of 27 June 1921, granting legal personality to international non-profit associations. 

2.2.         The legal form must always precede or follow the association name. 

Article 3:        Registered office

3.1.         The registered office is located at 38/40 Square de Meeûs, 1000 Brussels, Belgium.

3.2.         The registered office may be transferred to any other location in Brussels, Belgium, by a decision of the Board of Directors, published in the annexes to the Belgian State Gazette.

Article 4:        Term


4.1.         The Association is formed for an unlimited term.

4.2.         The Association may be dissolved at any time, in accordance with the applicable law and its Articles of Association.

TITLE 2 – OBJECT OF THE ASSOCIATION

Article 5:        Objectives and activities

5.1.      Objectives

5.1.1.      The Association has the following non-profit and cross-border objectives:

(i)        to create a professional and sustainable European association which provides a collective voice for the whole of the data centre industry with respect to regulation and policy issues that may affect it, and this in any domain of activities;

(ii)       to defend the mutual interests of its Members, and represent the data centre industry to the authorities at local, regional, national, European or international levels;

(iii)      to generate ideas that influence debate at technical, environmental and political levels and help European economies to develop their digital economy infrastructure;

(iv)      to provide a European voice in the forward development of data centres;

(v)       to provide a platform for its Members to contribute to the establishment of best practice, education, industry leadership and technical standards to which the data centre industry adheres;  

(vi)      to provide general guidance to its Members to support them in undertaking their own projects in the data centre industry;

(vii)     to provide a European voice in the forward development of data centres internationally;

(viii)    to represent the data centre industry as a whole, to the media; and

(ix)      to take account of the interests of all Members when determining what activities the Association shall undertake  and in prioritising the same. 

5.1.2.      The Association has no commercial or industrial activities and has no purpose of financial benefit.

5.2.      Activities

5.2.1.      In order to achieve the aforementioned objectives, the Association may, amongst others:

(i)        carry out activities with the objective of directly or indirectly influencing the formulation or implementation of policy and the decision making processes of local, regional, national, European and international authorities or institutions, which may affect the data centre industry;

(ii)       contact members of local, regional, national or European Parliaments, local, regional, national, European and international officials or their staffs, prepare, circulate and communicate letters, information material or discussion papers and position papers, organise events, meetings, conferences or promotional activities for its Members or stakeholders;

(iii)      contribute and participate in formal or open consultations on local, regional, national, European or international policy or other legal acts;

(iv)      keep its Members informed of pending or proposed  regulations and legislations with respect to the same activities at local, regional, national, European and international levels and, in particular, to examine the effects of the relevant regulations and legislations;

(v)       bring about and represent a co-ordination of the opinions of its Members;

(vi)      recommend and advise its Members of its views and determine which attitude Members should adopt in matters of common interest;

(vii)     collect and maintain a data-base of professional information;

(viii)    entrust committees of the Association with the research of solutions in technical and other matters, where the Board of Directors considers it expedient to do so;

(ix)      provide and exchange, by holding periodic conferences and seminars, by circulating brochures or letters, or by any other means, scientific information, expertise and services with respect to the data centre industry;

(x)       examine technical and operational aspects related to the activities of its Members, formulate steps to improve these aspects and undertake to defend such steps with the local, regional, national, European or international authorities concerned therewith;

(xi)      collect, provide and exchange scientific research, information and services in connection with the data centre industry to, amongst others, contribute to and expand the professional knowledge and to develop best practice, technical standards, and industrial leadership within the data centre industry; and

(xii)     carry out other activities in furtherance of the objectives of the Association which the Board of Directors considers expedient from time to time.

5.2.2.      The Association may cooperate with other local, regional, national, European and international organizations with common interests.         

5.2.3.      The Association can undertake and execute all activities which are directly or indirectly related to its missions and objectives and can assign the execution of all activities or a part thereof to third parties (whether profit making or not for profit) who strive for similar objective(s), in particular with regard to the representation of the data centre industry.

TITLE 3 – MEMBERS OF THE ASSOCIATION

Article 6:        Membership

6.1.         Composition

6.1.1.      The Association is an association of Members formed by natural or legal persons, entities, associations, corporations and individual firms, duly organized in accordance with the law and practice of their country of origin.

6.1.2.      Each Member, other than natural person, can appoint one permanent official voting representative and an alternate representative to vote for him in case it should be absent. Each natural persons shall be represented by himself. 

6.2.         Number of Members

The number of Members is unlimited, but there may never be less than three (3) Members.

6.3.         Categories of Members

Membership is divided into two categories, i.e. the Founder Members and the Members:

6.3.1.      Founder Members

The Founder Members are the members having created the Association, as mentioned in the deed of incorporation of the Association.

6.3.2.      Members

The Members are the members who join the Association following its incorporation and who has an involvement or interest in the data centre industry including but not limited to: 

(i)           Data Centre Operators;

(ii)          Data Centre Suppliers;

(iii)         Associations; and,

(iv)         Customers of Data Centres.

6.3.3.      Rights and powers of the Founder Members and the Members

All Members, whether also Founder Members or not, shall have the same rights, obligations and powers in relation to the Association, unless provided otherwise in the Articles of Association. 

Article 7:        Admission of Members

7.1.      Request for admission

7.1.1.      A candidate who wants to become a Member of the Association must apply through the application form which is available upon request or published on the website of the Association. 

7.1.2.      A candidate must furnish, upon request and under clearly defined conditions of confidentiality, sufficient information to verify that the candidate has an involvement or interest in the data centre industry.

               Request for admission as a Member must be directed in writing to the Board of Directors and must contain a statement of commitment to the Articles of Association and the internal rules of the Association, as well asacceptance of financial responsibility of membership for the duration of membership.

7.2.         Admissibility

7.2.1.      The Board of Directors shall scrutinize the admissibility of a candidate for membership on the basis of the request for admission and in the light of the above conditions.

               The Board of Directors verifies that the candidate has an involvement or interest in the data centre industry.  

7.2.2.      The Board of Directors, by resolution, shall prescribe procedures for the admission of Members and shall decide on any request for admission.

               The Board of Directors decides on the admission of new Members with a two-thirds majority of votes cast.

               The Board of Directors reserves the right to refuse an application for membership.

7.2.3.      If the request for admission is accepted by the Board of Directors, the candidate shall become a Member upon receipt by the Association of the applicable membership fees. 

7.2.4.      The Board of Directors shall scrutinize and confirm annually if the Members fulfil the conditions required to become Members of the Association.

7.2.5.      The General Secretary keeps an updated Members list which is also publicly available at the Association’s website.

Article 8:        End of membership

8.1.         Principles

1.            The membership of any Member of the Association shall terminate:

(i)        by resignation of the Member;

(ii)       upon expulsion of the Member;

(iii)      upon bankruptcy, voluntary or forced dissolution or liquidation of a Member (legal person or association);

(iv)      in case of gross negligence, misconduct or fraud of a Member;

(v)       upon bankruptcy, voluntary or forced dissolution or liquidation of the Association.

2.            No Member who has resigned, has been expelled or whose membership is ended otherwise, nor its beneficiaries or creditors will have any right to the assets of the Association, nor to the reimbursement of any of the membership fee mentioned in Article 9 of the Articles of Association or any other payment made.

3.            Such Member will remain liable for all dues for the current financial year. If such Member or its beneficiaries has any debt towards the Association, such debt shall immediately become due and payable.

8.2.         Resignation of a Member

 

At any time, a Member may withdraw from the Association at the end of the calendar year by sending, taking into account a notice of one (1) month, a registered letter to the Secretary General.

8.3.         Expulsion of a Member

8.3.1.      The Board of Directors may decide to expel a Member for one of the following reasons only:

(i)        the Member no longer fulfils the conditions required at the time of its admission;

(ii)       the Member does not respect the interests of the Association or is in breach of the Association’s rules; 

(iii)      If the Board of Directors considers that the Member acts against the objectives of the Association; 

(iv)      the Member has not paid the annual fee at the time due;

(v)       the Member is guilty of gross negligence, misconduct or fraud; or,

(vi)      the Member brings the reputation of the Association into disrepute. 

8.3.2.      Any member of the Board of Directors can propose the expulsion of a Member.

               The Member proposed for expulsion will be informed about the reasons for the proposed expulsion and has the right to explain its position to the Board of Directors before the latter takes a decision. The Member proposed for expulsion will be given ten (10) working day notice of the intention to hold a vote on the proposal. 

8.3.3.      The expulsion of a Member can only be decided by the Board of Directors, with a majority of two thirds of the votes. If the Member who is the subject of the proposal to expel is also a member of the Board of Directors, the Member may not participate in the vote.

8.3.4.      In case the Board of Directors decides to expel the Member, the decision of the Board of Directors may be appealed to the General Assembly by the Member who is subject to the decision of expulsion, within fifteen days of the notification by registered mail of the decision to the concerned Member. This registered mail has to be sent to the Board of Directors which has the obligation to convene the General Assembly. 

The General Assembly shall decide upon the appeal at its first meeting following the registered letter received by the Board of Directors. 

The General Assembly decides on the appeal with a two-thirds majority of votes cast.

The Member who is subject to the decision of expulsion does not take part to the vote.

As long as the appeal is pending, all the rights of the Member are suspended.    

8.4.         Voluntary or forced dissolution or liquidation of a Member (legal person or association)

The membership of a Member comes automatically to an end by the voluntary or forced dissolution or liquidation of a Member. 

8.5.         Voluntary or forced dissolution or liquidation of the Association

The membership of the Members comes automatically to an end by the voluntary or forced dissolution or liquidation of the Association. 

Article 9:        Membership fee and other contributions

9.1.1.      Members have to pay an annual fee or membership fee for the services described in article 5 of the Articles of Association. In this respect:

(i)        the General Assembly fixes the amount of the membership fees on the basis of the nature of the Members (legal entities and association or individuals);

(ii)       the membership is for one (1) year, and aligns with the calendar year; 

(iii)      the membership shall be considered as starting from the beginning of the year irrespectively of the date of admission of such Member. The Member joining during the first half of the year pays a full fee. The Member joining the second half pays a half fee.

9.1.2.      Failure to pay contribution fees as set out in the Articles of Association, within 6 months of the due date, shall be automatically subject to interest for late payments.

9.1.3.      The General Assembly can delegate its power to determinate the membership fee to the Board of Directors. 

9.1.4.      Any Member may further contribute to the finances of the Association to the extent the Member judges appropriate. 

               Further contributions do not entail any further voting rights.  

TITLE 4 – ORGANIZATION OF THE ASSOCIATION

Article 10:      Bodies of the Association

The bodies of the Association are:

(i)           the General Assembly;

(ii)          the Board of Directors;

(iii)         the General Secretary;

(iv)         the Treasurer;

(v)          the Committees. 

 

TITLE 5 – GENERAL ASSEMBLY

Article 11:      Composition of the General Assembly

1.            The General Assembly shall consist of all Members. The validly composed General Assembly represents the entire Members.

2.            Invited people who are not Members can attend the meetings of the General Assembly as a non-voting observer only.

Article 12:      Powers

The General Assembly has all the powers conferred upon it by the Articles of Association or by the law, namely:

(i)           any resolutions regarding the creation or the modification of categories of Members, as well as consequently their rights;

(ii)          the appointment and revocation of any directors of the Board of Directors;

(iii)         the appointment and revocation of the statutory auditor(s), if required by law;

(iv)         any resolutions regarding any appeal against a decision of a Member expulsion;

(v)          any resolutions regarding the general policy of the Association, to approve and comment on the activities of the Board of Directors as well as to be informed and decide about any activity of the Association;

(vi)         to vote upon resolutions proposed by the Board of Directors;

(vii)        the approval of the Association’s budgets, accounts for the previous year, balance sheets and any report hereof; 

(viii)       the granting of discharge to the directors from the responsibilities arising from the execution of their mandate and as the case may be to the auditor(s);

(ix)         the determination of the annual fee or membership fee, without prejudice of Article 9 of the Articles of Association;

(x)          the amendment of the Articles of Association of the Association; 

(xi)         the adoption and the amendment of the internal rules of the Association; and

(xii)        the decision to dissolve the Association.

Article 13:      Types of General Assemblies

13.1.    Extraordinary General Meeting

Extraordinary General Meetings can be held each time the interest of the Association so requires. 

13.2.    Annual General Meeting

13.2.1.    An Annual General Meeting shall be held once per year, before the end of June, each year.

13.2.2.    The points of the agenda of the Annual General Meeting are at least the following:

(i)        the approval of the annual accounts of the Association, the reports of the Board of Directors and statutory auditor (if any);

(ii)       the approval of the discharge of the directors and statutory auditor (if any); 

(iii)      the approval of the budget for the next fiscal year.

Article 14:      Convocation

14.1.       Any General Assembly shall be convened by the Board of Directors, the statutory auditor or on the request of at least 20% of the Members. 

14.2.       If the Extraordinary General Meeting is convened by Members, they shall submit an agenda to the Secretary General, who shall send the notice convening the General Assembly to all Members in accordance with Article 14, within thirty (30) calendar days of receipt of such draft agenda and evidence of the request being supported by 20% of the Members. 

14.3.       Any General Assembly meets upon a convocation specifying the place, date and the agenda, to be sent on behalf of the Chairman or the General Secretary.

14.4.       The notice is sent to the Members at least twenty (20) calendar days in advance. In urgent cases, this notice may be shorter. The Board of Directors shall decide, in its own discretion, whether the meeting merits being treated as urgent. 

               Any Member may dispense the requirement for such notice and, in any event, shall be regarded has having been properly served notice of the meeting if it, he or she is present or represented thereat.

14.5.       The convocation is sent by ordinary letter, fax or electronic mail or any other written means of communication to the latest address the Member notified to the Association for this purpose. The notice is effectively delivered when sent, and no proof of receipt shall be required.     

14.6.       The General Assembly can decide to add points of minor importance to the agenda at the beginning of the meeting which have not been mentioned in the provisional agenda.

Article 15:      Meetings

15.1.       The General Assembly shall be chaired by the Chairman or, in the absence of the Chairman, by the Vice-President, failing which by a member of the Board of Directors designated by his/her colleagues.

15.2.       The Chairman shall designate the secretary. The meeting may choose one or more tellers from amongst its midst.

15.3.       Save in the case of the Annual General Meeting, the Board of Directors may decide, in its own discretion, that a meeting of the General Assembly should be held online via web, video or telephone conferencing (or similar), or that some or all Members may be permitted to attend a meeting of the General Meeting in that way. 

               The Board of Directors may determine rules and requirements dealing with practicalities of convening a meeting in this way, which rules and requirements shall be set out in the notice of the meeting, or sent to all Members as soon as reasonably practicable after publication of such notice. 

               The person convening the meeting may decide in its own discretion that some or all Directors may be permitted to attend a meeting of the General Assembly in that way. 

Article 16:      Representation

16.1.       Member who are unable to attend the General Assembly can be represented by proxy. 

16.2.       Any Member may give to any person, Member or not, by any means of communication (for example by letter, fax, email), a written proxy to represent it and to vote in its name and stead.

16.3.       A Member may hold maximum three proxies.

Article 17:      Decision making process

17.1.       Quorum

The General Assembly shall validly deliberate and take resolutions regardless of the number of Members present or represented, except where the law or the Articles of Association require a specific quorum.

17.2.       Majority requirements

17.2.1.    Each Member is entitled to one vote. 

               No Member may participate in the voting within the General Assembly as long as its (annual) membership fee is due and unpaid.

17.2.2.    Resolutions are adopted by the General Assembly by a simple majority except where the law or the Articles of Association provide for a qualified majority. 

               Abstentions, blank and void notes are not taken into account. If the votes are equal, the Chairman may cast an additional vote.

17.2.3.    The resolutions amending the Articles of Association are validly adopted by the General Assembly by two-thirds of the votes of the Members, including the simple majority of the Founder Members present or represented.  

17.2.4.    According to the law, amendments to the objectives and the activities of the Article 5 of the Articles of Association shall become effective only after their approval by Royal Decree.  

Article 18:      Minutes

The resolution of all General Assemblies shall be recorded in minutes. The minutes are signed by the person chairing the General Assembly and kept in a file at the registered office of the Association where all Members shall be able to consult it and make copies. All Members will receive copies of the minutes or copies will be posted if necessary on the Association’s website. 

TITLE 6 – MANAGEMENT OF THE ASSOCIATION

Article 19:      Board of Directors

19.1.       Composition

19.1.1.    The Association is managed by a Board of Directors composed of at least five (5) Directors, including one Chairman and four Vice-Presidents.

               The composition of the Board may not exceed 12 Directors. 

19.1.2.    The Directors are appointed upon presentation of the Members of the Association. Each Member may not present more than one candidate per General Meeting. 

               No Member organisation may have more than one member of the Board of Directors. 

               Directors shall be appointed for a term of two (2) years. They may be re-elected an unlimited number of times. Their mandate may be revoked at all times (ad nutum). 

19.1.3.    The mandate of the Directors is not remunerated, unless the General Assembly decides otherwise. 

19.2.       Powers

19.2.1.    The Board of Directors has the power to perform all activities of the Association, with the exception of those specifically reserved to the General Assembly. 

19.2.2.    The Board of Directors may delegate special powers to the General Secretary or to any person who do not need to be Director, by way of proxy. 

19.2.3.    In the event that the mandate of one Directors is vacant, the remaining Directors may fill such vacancies temporarily. The Director who was unanimously elected in replacement of another director whose mandate had ended, continues this mandate until its expiration. The next General Assembly can decide to elect definitely this new Director. 

19.3.       Meetings

19.3.1.    The Board of Directors shall meet at least quarterly and prior to the Annual General Assembly, and each time the interest of the Association required so.

19.3.2.    All meeting shall be chaired by the Chairman of the Board of Directors or, failing such, by a Vice-President, or failing such, by such person as shall be designated by the meeting.

19.3.3.    The Chairman shall designate the secretary. The meeting may choose one or more tellers from amongst its midst.

19.4.       Convocation

19.4.1.    Meetings of the Board of Directors may be called by the Chairman or by the General Secretary, or at the request of at least three Directors.

19.4.2.    Notice of all meetings shall be mailed, faxed or forwarded by electronic means at least ten days prior to the date of such a meeting. In urgent cases, this notice may be shorter.

19.4.3.    Meetings may be held without notice if all directors are present or if those not present have waived notice before the meeting.

19.4.4.    The Chairman, the General Secretary, or the Directors convening the meeting may decide in its own discretion that the meeting should be held physically  or online via web, video or telephone conferencing or similar. The Board of Directors may determine rules and requirements dealing with practicalities of convening meetings in this way, which rules and requirements shall be set out in the notice of meeting, or sent to all Directors as soon as reasonably practicable after the publication of such notice. 

19.5.       Representation

19.5.1.    Director unable to come to the Board of Directors can be represented by proxy. 

               Any Director may give to any Director, by any means of communication (for example by letter, fax, email), a written proxy to represent it and to vote in its name and stead.

19.5.2.    One Director can represent maximum three other Directors through proxy.

19.6.       Decision making process

19.6.1.    Quorum

1.         The Board of Directors may validly deliberate when at least half of the Directors are present or represented.

2.         However, if such a quorum is not present at a given meeting of the Board of Directors, a second meeting may be convened. This second meeting may validly deliberate regardless of the number of directors present or represented.

19.6.2.    Majority requirements

1.         Each Director has one vote. 

2.         The resolutions of the Board of Directors shall be made by a majority vote of the Directors present or represented by proxy. In case of a tie-vote, the Chairman shall cast the deciding vote.

19.7.       Minutes

The resolutions of the Board of Directors shall be recorded in minutes, signed by the Chairman and the General Secretary or one of the Vice-Presidents, and will be posted if necessary on the Association’s website. 

Article 20:      The Chairman and the Vice-Presidents

20.1.       Appointment

20.1.1.    The Chairman and the three Vice-Presidents shall be appointed by the Board of Directors for a term of two (2) years.

20.1.2.    Their mandate may be renewed. 

20.2.       Powers

The Chairman shall preside over all General Assemblies and Board meetings. Should it/he/she be absent, the meeting will be presided by one of the four Vice-Presidents.

Article 21:      The General Secretary

21.1.       Appointment

 

21.1.1.    The Board of Directors shall appoint one or several persons who may but do not need to be member of the Board of Directors, as General Secretary (or “Managing Director“), charged with the daily management of the Association. 

               The General Secretary may not be, at the same time, Chairman or Vice-President. 

21.1.2.    The General Secretary shall be appointed by the Board of Directors for a term of one (1) year. Its/his/her mandate may be renewed. 

               The Board of Directors may at all times decide to terminate the mandate of the General Secretary, but this shall not prejudice to any rights to payment in lieu of notice that the General Secretary may have under its/his/her agreement with the Association. 

21.1.3.    The mandate of the General Secretary shall be remunerated, unless the Board decides otherwise. The amount of the remuneration shall be set by the Board of Directors.  

               The General Secretary shall claim costs and expenses each month on presentation of invoices and receipts, provided they were authorised by the Chairman and/or the Treasurer. 

21.2.       Powers and duties

21.2.1.    The General Secretary shall, under the supervision of the Board of Directors, have the following powers and duties:

a)         Organisation representative

(i)        the daily management of the objectives and activities of the Association, in Belgium and abroad;

(ii)       representing the Association and widely communicating its vision on Data Centres including public relations with Association’s key Members and benefactors, in cooperation with the Chairman;

(iii)   maintaining contacts with international networks and government bodies in the field of Data Centres, on a national, European and global level, in cooperation with the Chairman.

b)         Organisation leadership and management

(i)        actively carrying out the policy of the Association as established by the General Assembly and the Board of Directors;

(ii)       acting as an intermediary between the Members, the bodies of the Association and the secretariat;

(iii)      to propose to the Board of Directors the organisational strategy and activity plans and to implement them;

(iv)      to ensure the overall daily leadership and management of the organisation;

(v)       to maintain close contacts with the Chairman, the Board of Directors and the Members to ensure the best knowledge of current opportunities, challenges and developments in Data Centres at any time;

(vi)      supervising of the secretariat of the Association 

(vii)  to report to the Board of Directors, including the activities, the preparation of agendas, papers and minutes of meetings, and to the general assembly, in cooperation with the Chairman;

(vii)     to ensure that the organisation is operating within its policies and guidelines;

(ix)      to supervise the marketing and promotion of the Association, including extension of membership;

(x)       to ensure appropriate service delivery to the membership;

(xi)      to lead and supervise the recruitment, contracting, appraisal and daily operation of permanent and/or temporary staff members for the Secretariat including a part time administrator based in Brussels, and a marketing manager;

(xii)     attending, if possible, all General Assemblies, meetings of the Board of Directors and of the Committees.

c)         Financial management

(i)        responsible for the financial management, development, evaluation of income and generating strategies including contracts, budgets and projects;

(ii)       investigating and preparing calls for tenders, applications, and other fund acquisition ventures to enhance the sustainability of the organisation;

(iii)      arranging for adequate bookkeeping, present periodic reports on income and expenditure to the Treasurer and assist the statutory auditor;

(iv)      the accounts for the previous business year as well as the budget for the upcoming fiscal year shall be prepared by the General Secretary with the Treasurer for approval by the Board of Directors, and submitted to the Annual General Assembly. 

d)         Project management

(i)        to ensure that the Association’s projects are managed and operate within current policies of the Association;

(ii)       to maintain contacts with the Committees within the Association, policy coordination meetings, steering or advisory committees and international platforms and forums;

(iii)      to set up systems for membership renewals at the end of each financial year;

(iv)      to oversee the management and updating of the content on the event website of the Association;

(v)       to communicate with all Members for meetings. 

21.2.2.    The Secretary General reports to the Board of Directors and is monitored and appraised by the Chairman.

Article 22:      The Treasurer

1.            The Board of Directors may elect, for a term of two (2) years, a Treasurer, who must be a member of the Board of Directors, to supervise, under the authority of the Board of Directors, the proper conduct of the financial affairs of the Association and the routine administration which is delegated to the General Secretary.

2.            Its/his/her mandate may be renewed. 

Article 23:      Committees

23.1.       Setting up a Committee

23.1.1.    The Association shall have Committees with respect to, amongst others, Regulation & Policy, Best Practice, Data Centre Standards, Education, International Affairs, Environment & Energy. 

23.1.2.    The Board of Directors may create other Committees when it is necessary. It shall determine the term for which the Committee is set up. The Board of Directors may dissolve or alter its mandate from time to time. 

23.1.3.    The Board of Directors can determine internal rules for each Committee. 

23.2.       Composition

23.2.1.      Each Committee must be composed of Members or Directors of the Association.

23.2.2.      Each Committee will be chaired by a Chairman who has to be Member of the Association.

23.2.3.      The convocation rules, the decision-making rules, the appointment, resignation and revocation of the members of the Committee, the term of their mandates, shall be set by the Board of Directors in the internal rules of each Committee. 

23.2.4.      Upon approval of the Board of Directors, a Committee may co-opt a non-Member to join it, but such a person will not have any right to vote in the Committee . 

Article 24:      Secretariat

24.1.    The composition and the organisation of the Secretariat is determined by the General Secretary.

24.2.    The Secretariat carries out, under the supervision of the General Secretary, the administrative tasks of the Association, as maintaining all records of the Association. 

Article 25:      Insurance and indemnities

25.1.         Without prejudice of their gross negligence or wilful misconduct, the Association shall subscribe personal liability insurances for its Directors, Chairman, Vice-Presidents, General Secretary, Treasurer and other officers as determined by the General Assembly.

25.2.         The Directors, the Chairman, the Vice-Presidents, the General Secretary, the Treasurer, and other officers of the Association are entitled to recover expenses and disbursements incurred in or related to the performance of their mandate upon presentation of invoices.   

Article 26:      External representation of the Association

26.1.       The Board of Directors represents as a body the Association in all acts, matters and operations.

26.2.       Notwithstanding the general powers of representation of the Board of Directors as a body, the Association can be validly bound towards third parties and governments, if represented as follows:

(i)        by two (2) Directors, acting jointly;

(ii)       within the limits of the powers of a Committee concerned, by two members of such a Committee;

(iii)      within the limits of the day-to-day management, by the person to whom such management has been delegated.

               They have not to submit evidence of a prior decision by the Board of Directors.

26.3.       Furthermore the Association is validly represented by special delegates within the limits of their delegation.

TITLE 7 – FINANCIAL YEAR – CONTROL – EXPENSES

Article 27:      Financial year

The financial year of the Association shall begin on the first of January and shall end at the closing of business on December 31 of each year.

Article 28:      Control

If required by law, the accounts of the Association shall be audited by a statutory auditor appointed by the Annual General Assembly for a renewable term of three (3) years. 

 

Article 29:      Expenses

The Association’s operating and administrative expenses, as well as all expenses necessary to protect the interests of the Association, shall be shared by all Members according to a scale determined at the General Assembly.

TITLE 8 – ASSETS AND LIABILITIES OF THE ASSOCIATION

Article 30:      Member’s interests in the assets of the Association

30.1.       All interests of a Member in the funds, capital and assets of the Association, shall immediately cease in the event that the membership of such Member shall terminate, for whatever reason, except in the event of dissolution of the Association.

30.2.       In the event of termination of membership, the Member concerned shall not have the right to bring a claim against the Association, its Members, or representatives, on account of such assets.

Article 31:      Disposition of the assets of the Association in the event of dissolution

 31.1.       The dissolution of the Association can only be decided by the General Assembly, if an explicit motion is on the agenda. The resolution will only be carried out if three-fourth of the voting Members present or represented have assented.

31.2.       Upon dissolution of the Association, and after payment of all indebtedness and obligations, the funds, investments and other assets of the Association shall be divided among the Members of the Association in proportion and up to their contribution. Any amounts outstanding shall be transferred to non-profit organisations having similar objectives.

TITLE 9 – INTERIM PROVISIONS

Article 32:      Interim provisions

32.1.       Upon incorporation:

(i)        the initial Directors shall be appointed for a term of three (3) years as of the date of the first General Assembly. This term shall end after the Annual General Meeting to be held in 2015 to approve the annual accounts for the fiscal year ending on 31 December 2014. 

(ii)       the initial Chairman and Vice-presidents shall be appointed by the Board of Directors for a term of three (3) years as of the date of the first Board of Directors.

(iii)      The initial Treasurer shall be appointed by the Board of Directors for a term of three (3) years as of the date of the first Board of Directors. 

32.2.       The first fiscal year of the Association shall start the day of the Association’s incorporation and finish on 31 December 2012. 

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