European Federation of Data Protection Officers
International non-profit association
The founding members hereby form an international non-profit association (“association internationale sans but lucratif / Internationale vereniging zonder winstoogmerk”) in accordance with the Law of 23 March 2019 on companies and associations (“Code des sociétés et des associations / Wetboek van vennootschappen en verenigingen”) and the subsequent Statutes.
Chapter I – Name, Seat, Aim, Duration
Art. 1 – Denomination
The international non-profit association is called “European Federation of Data Protection Officers” (hereafter “the Association”), acronym “EFDPO”.
All acts, invoices, announcements, publications and other documents emanating from the international non-profit association must mention its denomination “European Federation of Data Protection Officers” preceded or immediately followed by the words “international non-profit association” or the abbreviation “AISBL”, as well as the address of its registered office, or the abbreviation “EFDPO AISBL”.
Art. 2 – Legal seat
The Association has its seat in Brussels.
The seat may be transferred by decision of the Board of Directors. This modification must be published in the annexes of the Belgian Official journal and the amended statutes must be filed in the record established at the registry of the competent commercial court.
Art. 3 – Objectives
3.1 The Association has the non-profit purpose of international utility to promote and support the national Data Protection Officers (subsequently: DPO) and other privacy professionals (subsequently: DPP) DPO’s and DPP’s Organizations in European countries.
The Association may perform all acts directly or indirectly related to the achievement of its objectives and activities.
The Association may cooperate or incorporate other non-profit associations with a similar or related purpose.
3.2 Objectives of the Association are
- the establishment of a European representation of interests for DPOs as a partner of the European institutions such as the European Commission, the European Parliament, the Council of the European Union, the European Data Protection Board and the Data Protection Authorities. The EFDPO will be the voice of the national DPOs in Brussels and support the national organizations from the European Union;
- the creation of a European network of national associations to exchange information, experience and methods;
- the continuous dialogue with the political sphere, business representatives and civil society to ensure a flow of information from the European to the national level;
- the proactive monitoring and shaping of the implementation of the General Data Protection Regulation and other European privacy legal acts and their evaluation;
- keeping the minimum objective of maintaining the existing rules for DPO’s;
- the promotion of high qualification standards for DPO’s and the improvement of quality training and professional practice.
The Association will develop its activities at an international level.
In executing its objectives, the Association has no authority over the actions of the individual members of the Association.
In addition the Association will at all time ensure that its activities comply with legal requirements.
Art. 4 – Duration
The Association is created without limitation of its duration.
Chapter II – Members
Art. 5 – Effective Members, Associate Members and Honorable Members
5.1 The Effective Members of the Association are the founding members of the Constitutive Act as well as any European association, which fulfils the following conditions:
- be an association under the laws and customs of the country to which it belongs;
- comply with the Statutes of the Association and any other by-laws and decisions of the Association;
- defend the objectives and the activities of the association as set out in article 3 of the Statutes.
Effective Members may vote at General Assembly, may have the right to nominate candidates to the Board of Directors and to other bodies set up by the Association, may participate in the activities of the Association and exercise all rights vested in members.
The number of Effective Members is unlimited, but cannot be less than three (3).
5.2 The Association is also open to other associations (which are acting according to the goals in Art. 3), hereinafter referred to as “Associate Members”.
Associate Members have observer status and may be invited to participate in the activities of the Association or at the meetings of the General Assembly, but in an advisory capacity only and without the right to vote.
The membership of any Associate Member shall terminate automatically if the Associate Member becomes an Effective Member.
5.3 Any legal entity or natural person who meets the following requirements can become an Honourable Member of the Association:
- they are to be proposed by at least two members of the Board AND
- at least 2/3 of the members of the Board agree to the appointment as Honourable Member.
Honourable Members have observer status and may be invited to participate in the activities of the Association or at the meetings of the General Assembly, but in an advisory capacity only and without the right to vote.
The Honourable Members do not have to pay a membership fee.
Art. 6 – The admission of members
6.1 Applications for membership as an Effective Member will be submitted in writing to the President, either by regular post or electronically.
The admission of new Effective Members is decided by the Board of Directors by a simple majority of all the members of the Board.
6.2 The Associate Member applies for membership in writing to the President, either by regular post or electronically.
The admission of new Associate Members is decided by the Board of Directors by a simple majority of all the members of the Board.
6.3 The Secretary General shall inform the applicant on the decision taken by the Board within two weeks of the date of the decision.
Art. 7 – Rights and obligations of members
7.1 The Effective Members enjoy full rights according to the law and the following statutes, such as:
- to be invited and to participate to the General Assemblies;
- to vote during the General Assemblies;
- to convene a General Assembly;
- to consult the list of members, the minutes and decisions of the General Assembly or the Board of Directors, as well as all the accounting documents of the association.
7.2 The Associate Members have the right to participate in the activities of the Association or at the meetings of the General Assembly without the right to vote.
7.3 The Honourable Members have the right to participate in the activities of the Association or at the meetings of the General Assembly at the invitation of the Board of Directors without the right to vote.
7.4 Each member must in a permanent manner act within the goals stipulated in article 3 of the Statutes and fulfil all other obligations stipulated in the Statutes.
Art. 8 – End of the membership
Membership may end in the event of bankruptcy, liquidation, dissolution or a similar situation resulting from the termination of the Member concerned.
Art. 9 – Resignation
9.1 Any Member shall have the right to withdraw from membership by registered letter with acknowledgment of receipt to the registered seat of the Association by 30 September at the latest for the withdrawal to be effective at the end of the same calendar year.
If the withdrawal is sent after 30 September, it will be effective at the end of the following year.
9.2 During this period, the Member will keep his rights and comply with his financial and other obligations.
Art. 10 – Exclusion
10.1 Any Member who:
- does not comply with the present statutes or other by-laws of the Association;
- does not fulfil anymore the membership conditions;
- does not pay his membership fees, contributions or any other due amount within a delay of thirty (30) days after the payment reminder
can be excluded by a decision of the General Assembly on the recommendation of the Board of Directors adopted with a majority vote of two-third (2/3) of the Members present or represented.
The Member shall have the right to present its defence beforehand. In this case, the Board of Directors will send to the member a copy of the recommendation and an invitation to attend the General Assembly and present his defense.
10.2 The Board of Directors may suspend, until the decision of the General Assembly, any member believed to have committed serious breaches of his obligations as a member or to have failed in the laws of honor or honesty in business.
Art. 11 – The rights of the excluded Members and the resigning Members
11.1 Members, who have lost their membership, whether following a voluntary resignation or following an exclusion, have no rights on the assets of the Association.
They can claim neither the refund of paid membership fees nor other contributions, nor the statements of account, nor the inventory of the admissions.
The same applies in the case of the succession of a resigning, excluded or deceased member in respect of his legal successor.
11.2 The resigning or excluded member remains liable to the Association of the due amounts.
11.3 As of their resignation or exclusion, the resigning or excluded member no longer benefits from the rights and privileges granted to members.
Chapter III – Working Bodies of the Association
The Working Bodies of the Association are:
- The General Assembly
- The Board of Directors
- The President and the Vice-Presidents
- The Secretary General
- The Treasurer.
Chapter III.1 – General Assembly
Art. 12 – Composition and powers
12.1 The General Assembly is the highest decision-making body of the Association.
12.2 The General Assembly is composed of all the Effective Members of the association. It is entitled to achieve the goals and activities of the association.
12.3 It has all the powers reserved to it by the law and by these statutes. In particular, the following are subject to its exclusive authority:
- Set and approve the general policy of the Association;
- Decide upon the nomination and the dismissal of the members of the Board of Directors;
- Decide upon the discharge of the directors;
- Decide upon the exclusion of the Members;
- Decide upon the draft and the modifications of the Statutes and the By-Laws of the Association;
- Approve the activity report of the Board of Directors;
- Approve internal Rules of Procedures and their modifications;
- The approval of the budget and the annual accounts;
- Fixing the amount of the annual membership fee;
- Decide upon the appointment and the dismissal of external auditors and their remuneration;
- Decide upon the dissolution of the Association;
- Decide upon the appointment of the liquidators and their remuneration;
- Decide upon the allocations of the net funds of the Association in case of dissolution and liquidation.
Art. 13 – Ordinary General Assembly
There shall be at least one General Assembly Meeting per year, within a period of six (6) months following the closing date of the fiscal year; this meeting is designated as the „Ordinary General Assembly“.
The ordinary General Assemblies will take place in a European city.
Art. 14 – Extraordinary General Assembly
14.1 The President shall convene any Extraordinary General Assembly at the request of the Board of Directors or at the written request of one third of all the members having a right to vote.
14.2 This request will be sent to the association by a registered letter.
14.3 The agenda of this Extraordinary General Assembly will be set forth in the Board of Directors‘ decision, or, if so, in the written request from the members.
Art. 15 – Convocation of the General Assembly
15.1 The Board of Directors shall send the invitation to each General Assembly meeting to the Members within a time limit calculated in a manner reasonable to cause such notices to be received at least fifteen (15) days in advance.
The invitation and related documents shall be sent by e-mail, letter or fax. The Members will inform about their intention to be present at the General Assembly least two days before the Assembly.
15.2 The agenda and the necessary documents (for example the annual accounts) at the General Assembly on which the members will have to vote are attached to this convocation. The convocation also specifies the date, time and place of the meeting.
In case of a modification of the statutes or the exclusion of a Member, these must be included in the letter of convocation.
15.3 After the sending of the convocations, at least one-twentieth (1/20) of the Members having a right to vote can ask in writing to the Secretary General to add items to the agenda of the General Assembly. This request must be made no later than one week before the General Assembly.
Art. 16 – Decision making
16.1 The General Assembly can deliberate validly only on the points mentioned in the agenda attached to the convocation.
However, when all the members are present, the General Assembly will be able to deliberate on points, which are not foreseen on the agenda.
16.2 Each Effective Member has one (1) vote, whereas each founding member has one (1) additional vote.
16.3 Each Effective Member may also vote at the General Assembly by electronic means of communication, if such electronic means of communication permits him/her to participate directly, continuously and at the same time as the members present and to cast his/her vote.
If these requirements are met, each Effective Member not present in person shall cast his vote by sending an email to the following email address: email@example.com. This vote shall take place at the same time as the vote to be held among the members present at the General Assembly.
If Effective Members take part in the General Assembly with the aid of electronic means of communication, at least a third of the members of the Board of Directors must actually be present in order for the General Assembly to deliberate validly.
16.4 Each member shall appoint an authorized representative, who shall be a natural person, to represent him at the General Assembly. This appointment must be communicated to the Board of Directors at least five (5) days before the meeting. This authorized representative is not entitled to represent more than one member.
16.5 The General Assembly may deliberate and take valid decisions if half of all of the members are present or validly represented by proxy. If this quorum is not reached, the meeting is adjourned.
A new meeting will be convened with the same agenda, and the notice will be sent within ten (10) days. Any General Meeting so adjourned and reconvened may then deliberate validly and adopt decisions, regardless of the number of members present or represented.
16.6 For statutory amendments and the dissolution of the Association, a quorum of presence of two-thirds (2/3) of the Members with voting right is requested. If this General Assembly does not meet the required quorum, a second meeting will be organized in the month. This second meeting may deliberate validly, regardless of the number of Members present or represented.
Votes on statutory amendments cast by electronic means of communication in the General Assembly are invalid.
16.7 All decisions taken at a General Assembly meeting shall be adopted by a simple majority of the votes of the members present or represented, except if the present Statutes or the law provide otherwise.
For the amendments of the statutes and the dissolution of the Association, a majority of two-thirds (2/3) of the votes of the Members present or represented having voting rights is required.
For the exclusion of a member, a majority of fifty-one percent (51%) of the Members present or represented having voting rights is required.
A change of the purpose of the Association requires a majority of two-thirds (2/3) of the Members present or represented having voting rights.
16.8 In the event of a tied vote, the President shall make the decision.
Art. 19 – Minutes
19.1 The decisions of the General Assembly will be entered into the minutes.
19.2 The minutes of each General Assembly are signed by at least two members and by the Secretary General.
19.3 The minutes are kept in a special register at the address of the Association’s headquarters where it can be consulted free of charge by each member.
A copy of these minutes will be sent on request to each member of the Association by fax and / or email.
Chapter III.2 – Board of Directors, President, Vice-Presidents, Treasurer, Secretary-General
BOARD OF DIRECTORS
Art. 20 – Composition and Nomination
20.1 The association is administered by a Board of Directors composed of at least three (3) and up to nine (9) natural persons.
20.2 The members of the Board of Directors are nominated by the General Assembly by simple majority of votes.
The members of the Board of Directors are at all times dismissible by the General Assembly.
All decisions of the General Assembly concerning the election and resignation or dismissal of the members of the Board of Directors must be published in accordance with the law.
20.3 The term of office of the members of the Board of Directors is limited to a duration of three (3) years renewable.
20.4 The mandate of the members of the Board of Directors comes to an end:
- at the expiration of the term;
- by decision of the General Assembly, taken by simple majority of votes;
- by resignation of the member notified to the Board of Directors;
- following death or incapacity;
- for legal reasons.
20.5 If the number of Board members is less than the minimum required, the Board of Directors may provide for temporary replacement. The person so co-opted by the Board of Directors shall terminate the term the moment the new Board member is appointed by the General Assembly.
Art. 21 – Powers
21.1 The Board of Directors is the administration body of the Association and has the most extensive management powers of the Association to achieve the objectives of the Association. All powers not expressly reserved by law or by the present Statutes to the General Assembly fall within the competence of the Board of Directors.
In particular, the Board of Directors will implement the decisions of the General Assembly, the comments or general discussions concerning the promotion and support of the national Data Protection Officers and other privacy professionals DPO’s and DPP’s Organizations in European countries.
21.2 The Board of Directors also prepares the annual accounts of the previous financial year, as well as the budget for the next year, which will have to be approved by the next Ordinary General Assembly.
21.3 The Board of Directors appoints among its members a President, up to four Vice-Presidents and a Treasurer. Furthermore, the Board of Directors appoints a Secretary General.
Art. 22 – Meetings and decision making
22.1 The Board of Directors will meet as often as it deems appropriate and may be convened by each of its members.
22.2 The convocations are sent by letter or email and must reach the interested parties at least five (5) working days before the meeting.
The convocation contains the agenda, the date and the place of the reunion. The documents to be discussed at the meeting are attached to the convocation.
The Board of Directors may deliberate and decide only on the items that are indicated on the agenda attached to the convocation to the meeting of the Board. In case of urgency, the Board may also, by decision of the majority of the members of the Board of Directors present or represented, add additional items to the agenda and consequently deliberate and decide on them.
22.3 Meetings of the Board of Directors are held in the presence of its members, or by conference call, videoconference, web conference or any other electronic means that allows each member of the Board to express definitively, but not necessarily at the same time, its vote on any resolution that may be on the agenda.
22.4 The Board of Directors can validly deliberate and make decisions if at least half of all its members are present or represented.
If the Board of Directors does not meet the required quorum, a second meeting will be held within 14 days. This second meeting may deliberate validly, regardless of the number of members present or represented.
22.5 Each member of the Board of Directors may be represented by proxy. The representative must himself be a member of the Board of Directors. The proxy must be in writing. Each member can only exercise one proxy.
22.6 All decisions of the Board of Directors are passed by a simple majority of the votes of the members present or represented. In the event of a tie in the Board of Directors, the President has the casting vote.
22.7 The decisions of the Board of Directors will be entered into the minutes. The minutes of each Board meeting are signed by at least two members. The original minutes are kept in a special register kept at the association’s headquarters.
22.8 All decisions of the General Assembly concerning the election and resignation or dismissal of the members of the Board of Directors must be published in accordance with the law.
THE PRESIDENT AND THE VICE-PRESIDENTS
Art. 23 – Nomination
23.1 The President is the highest representative of the Association. Up to four (4) Vice-presidents are elected and shall assist the President in her/his task.
23.2 The Board of Directors shall elect among its members the President and the Vice-presidents for a period of three (3) years (from their election until the end of the third year). However, they remain in office until a new election has taken place. They can be re-elected.
For the first period of the Association, their mandate is for a period of 5 years.
Art. 24 – Function
The President, or in his absence one of the Vice-presidents, leads the meetings of the General Assembly and the Board of Directors. The President shall be responsible for presenting the annual report of the Association to the annual Ordinary Annual Meeting of the General Assembly.
Art. 24 – Nomination
The Secretary General is appointed and dismissed by the Board of Directors.
Art. 25 – Function
The Secretary General, if those tasks are delegated to him by the Board of Directors, is responsible for the day-to-day management, and shall in particular:
- be responsible for managing the funds, the bookkeeping and the financial matters of the Association;
- support the Board and the General Assembly in the achievement of their tasks;
- attend to the meetings of the Board and the General Assembly, but has no voting right.
Within the framework of his duties, the Secretary General, if those tasks are delegated to him by the Board of Directors, is authorized to represent the Association towards third persons and sign all documents regarding the day-to-day management of the Association.
In the execution of his/ her function, the Secretary General is bound to follow and carry out the instructions of the Board of Directors and the resolutions carried by the General Assembly.
Art. 26 – Nomination
The Treasurer is appointed and dismissed by the Board of Directors.
Art. 27 – Function
The Treasurer, if those tasks are delegated to him by the Board of Directors, is responsible for:
- Preparation of the annual balance sheet of the Association;
- Preparation of the budget for the current financial year.
In the execution of his/ her function, the Treasurer is bound to follow and carry out the instructions of the Board of Directors and the resolutions carried by the General Assembly.
Chapter IV – Reprensentation of the Association
Art. 28 – Representation
28.1 The Board of Directors represents the Association to the outside for all matters and legal and extra-legal actions. Unless a specific delegation by the Board of Directors, the President, or in case of impediment of the President, two members of the Board, one of them a Vice-President, jointly represent the Association towards third parties.
28.2 The legal proceedings in which the Association acts as plaintiff or defendant are conducted on behalf of the Association the Board of Directors, represented by the President or in case of impediment of the President, one of the Vice-Presidents.
28.3 The Board of Directors binds the Association by signing the contractual obligations of the Association with third parties, except for those, which are delegated by law or by these statutes to the General Assembly.
28.4 With the exception of the documents relating to the day-to-day administration of the Association (executed by the Secretary General), the Board of Directors delegates its signing authority to the President and to one of the Vice-presidents, or in the event of impediment of the President to the Vice-presidents, who will in both cases act jointly.
Chapter V – Membership Fees, Financial Year, Budget, Annual Accounts
Art. 29 – Membership fees
Membership fees must be paid no later than December 31st of each year for the following year.
Membership fees shall be charged to cover the costs incurred by the Association.
The level of membership fees shall be approved by the General Assembly based on the recommendation of the Board of Directors. They are valid for one (1) year or until new membership fee levels are approved.
Members who have not paid the membership fee and any other due amount in the first 6 months after the date of invoice will get a reminder to pay the outstanding membership fees within 30 calendar days. If the respective Member does not fulfil its obligation within the aforementioned period, the Membership will be suspended until the first following meeting of the General Assembly, which will then decide, about the possible exclusion of the Member.
Art. 30 – Financial year, budget, annual accounts
30.1 The financial year begins on January 1 and ends on December 31 of each year, subject to the transitional provision provided below.
30.2 The Board of Directors prepares each year the budget for the following year and the annual accounts for the past year; these documents are submitted to the approval of the General Assembly. The annual accounts must be filed in accordance with the law.
30.3 If the legal requirements are met, the General Assembly appoints one or more external auditors to monitor the financial situation of the Association, the annual accounts and the compliance of the Association with the legal requirements.
Chapter VI – Amendment of the Statutes, Dissolution
Art. 31 – Amendment of the Statutes
31.1 The Statutes may be modified at any time by the General Assembly.
31.2 Any modification of the Statutes cannot be the object of a deliberation of the General Assembly unless it has been explicitly announced in the agenda set out in the convocation, which must be sent at least fifteen (15) calendar days before the meeting of the General Assembly.
31.3 The General Assembly can validly deliberate on the modification of the Statutes only if two thirds of all its members are present or represented.
A resolution to modify the by-laws must be decided by a two-thirds majority of the votes of the members present or represented.
If the quorum of attendance required is not reached, a new General Assembly is convened with the same subject on the agenda. It decides validly by a majority of two-thirds of the votes, regardless of the number of its members present or represented. The second Assembly cannot be held less than fifteen (15) days after the first meeting.
31.4 Any amendment to article 3 of the Statute relating to the objectives of the Association is subject to royal approval.
The following other amendments are registered by authentic deed:
- modification of the powers, mode of convocation and mode of decision of the General Assembly as well as the conditions under which these resolutions are brought to the attention of its members;
- modification of the conditions of modification of the statutes, dissolution and liquidation of the association and destination of the patrimony of the association.
Art. 32 – Dissolution of the Association
32.1 The Association may be dissolved in accordance with the legal provisions and formal requirements of the law.
In addition, the association is automatically dissolved if the members of the Association are less than three.
32.2 On the proposal of the Board of Directors, the General Assembly decides to dissolve the Association.
For the dissolution of the Association a quorum of presence of two-thirds (2/3) of the Members having the right to vote is necessary. If this General Assembly does not meet the required quorum, a second meeting will be organized in the month. This second meeting may deliberate validly, regardless of the number of members present or represented.
The decision to dissolve shall be taken by a majority of three quarters (3/4) of the Members with the right to vote present or represented.
Art. 33 – Liquidator
In the event of a dissolution of the Association, the General Assembly shall appoint one or more liquidators; determine their powers and their eventual remuneration.
The liquidator(s) is (are) charged with realising the Association’s assets and settling its debts, the necessary publications in the Belgian Official Gazette, the closing of the bank accounts of the Association and any other action necessary for the liquidation and the closure of the Association.
Art. 34 – Remaining net asset
After the settling of the debts of the Association, the remaining net assets of the Association shall be allocated to a company with a social purpose whose purpose is similar to that of the Association or, if such an entity does not exist, to an association (international or not) non-profit whose purpose is determined by the General Assembly.
Chapter VII – Miscellaneous
Art. 35 – Governing law
All matters that are not explicitly dealt with in these statutes are subject to the provisions of the Law of 23 March 2019 on companies and associations.
Statutory provisions which prove to be incompatible with new legal provisions entered into force and imperative shall be deemed unwritten.
Art. 36 – Publication in the Belgian Official Gazette
All amendments to the statutes, nominations, dismissals or resignations of members of the Board of Directors, the Presidents, all the decisions regarding the dissolution, on the conditions of the liquidation, regarding the nomination and the end of the function of the liquidators, the closure of the liquidation and the destination of the remaining net asset must be filed with the competent commercial court and published in the appendices of the Belgian Official Journal in conformity with the Law of 23 March 2019 on companies and associations.
Art. 37 – Working language
The working languages of the Association are English and German.
The decisions and documents to be published in the annexes of the Belgian Official Journal will be drawn up in French. An English and a German translation will be available at the headquarters of the Association.
In case of conflict between the French, English and German versions of these statutes, the French version will prevail.