PART I. Name, Objects and Registered Office
Article 1. The following:- BASSCOM, Bulgarian Association of Software Companies
- CNA Comunicazione e Terziario Avanzato, Confederazione Nazionale dell’Artigianato e della Piccola e Media impresa
- ESTIC - Asociación Empresarial del Sector TIC
- BestPractice-IT, G+F Verlags- und Beratungsgesellschaft mbH
- GPNI, Groupement Professionnel National de l’Informatique
- it-forum midtjylland
- UBIT, Unternehmensberatung & IT
- UKita, United Kingdom IT Association
Article 2. The registered office of the organisation is at 4 Rue Jacques de Lalaing, 1040 Brussels, Belgium. It may be transferred by decision of the Administrative Council to any other place within that metropolitan area. Any change in the registered office must be published within one month of the date on which it occurs in the schedules to the Belgian State Gazette.
Article 3. The objectives of the association, constituted as a non-profit international association in accordance with the Chapter III of the law of 27 June 1921 on non-profit associations, non-profit international associations and foundations, are amongst others:
- to promote meetings and exchanges of experience and know-how amongst its members; in particular PIN-SME will promote exchanges of interesting experiences and best practices in the ICT sector;
- to carry out actions at the European level, dealing with or delving more deeply into topics of general interest to ICT small and medium sized enterprises in Europe; initiatives may in particular take the form of training programmes, organising conferences and seminars and carrying out research;
- to provide information to the members on Community policies;
- ancillary to the foregoing, to represent the interests and stances of the organisation's members on specific problems vis-à-vis the institutions of the European Union
- to carry out actions in third countries, especially in matters relating to the support and training of local ICT small and medium sized enterprises.
- Participating in and propose EU founded projects;
- Organizing conferences and seminars;
- Publication of newsletters and studies;
- Research activities on ICT related areas;
- Monitoring EU policies and regulations on ICT and informing its members.
PART II. Members
Article 4. The members of PIN-SME are:1. Effective Members:
- national or trans-national associations of ICT SMEs in countries that are members of the European Union.
- any other organisation of ICT entrepreneurs and ICT small and medium-sized undertakings in the countries of the European Union.
- founding members
2. Associate Members:
- associations of ICT SMEs in countries that are not members of the European Union;
- any other organization not fulfilling the conditions of article 4.1 that is nevertheless linked in some manner to ICT SMEs.
Effective members and associate members must be legally constituted according to the laws and customs of their countries of origin.
Article 5. Any association wishing to become a member of "PIN-SME", must submit a written request to the Administrative Council, which will examine the application at its next meeting. The Administrative Council approves the candidature of effective members on a majority of two-thirds and that of associate members by simple majority. The admission of the new member is then ruled on by the General Assembly by a majority of two-thirds of the votes of the members present or represented.
Article 6. Effective and associate members may cease their membership at the end of a calendar year. Their decision to leave the association must be notified by registered letter no later than 1 October.
Members ceasing to be part of the association shall have no rights over its funds.
Article 7. The members pay a subscription fee fixed annually by the General Assembly. It may not be greater than 50.000 euros.
PART III. General Assembly
Article 8. The General Assembly is made up of delegations from the various member organisations. Delegations may consist of more than one person. However, each delegation shall have only one vote, regardless of its size. Each country can have a maximum of four votes.Article 9. There is a General Assembly once a year in an ordinary sitting. Any extraordinary General Assembly is called on the explicit request of the President or one-fifth of the members.
Article 10. The meeting is called by communicating by e-mail - the date, time and place of the meeting, together with the meeting’s agenda. The communication must reach the members at least three weeks before the date of the meeting. The General Assembly may only deliberate on the items on the agenda.
Article 11. The General Assembly decides what shall be the principles for carrying on the organisation’s activities. Its powers in particular cover:
- approving and recalling the nominations proposed by each organisation for members of the Administrative Council;
- annually adopting the budget and accounts;
- approving amendments to the Statute and the dissolution of the organisation by a majority of two-thirds of the effective members;
- ratifying the acts of other statuary bodies of the organisation;
- allocating tasks amongst the President, the Administrative Council, the Treasurer and the Secretary-General.
The General Assembly validly deliberates with a quorum of one-half of its members.
Article 13. An absent member may arrange to be represented at the General Assembly by another member holding a written, signed proxy or vote transfer. This must be presented to the General Assembly. Only one proxy can be allocated per member.
The minutes of the General Assembly are sent by e-mail to the members within 3 weeks from the meeting. They are entered in the register that shall be available to the members.
PART IV. President
Article 14. The President is elected by the Administrative Council from its members by a simple majority of those present. The President is elected for a period of 1 year. He is eligible for re-election up to a maximum of 3 times.Article 15. His tasks shall include:
- representing the organisation;
- chairing the General Assembly and the Administrative Council;
- determining the exact number of Vice-Presidents;
- calling the General Assembly and the Administrative Council;
- appointing the representatives of the organisation where necessary;
- proposing the Secretary-General, the Treasurer and the candidates for Vice-Presidents.
PART V. Vice-Presidents and Treasurer
Article 16. The President proposes the number of Vice-Presidents, the candidates for these positions and the prospective Treasurer, whom he chooses from amongst the Administrative Council. The Vice-Presidents and the Treasurer are elected by the Administrative Council on the proposal of the President. They are appointed for a period of three years. They are eligible for re-election. The Vice-Presidents and the Treasurer are members of the Administrative Council.Article 17. In order to be able to be appointed to the vice-presidency, the candidates shall each be of a different nationality and of a nationality different from that of the President.
Article 18. The Vice-Presidents decide along with the President upon the organisation’s activities, deputise for him in emergencies or where expressly authorised to do so. Vice-Presidents represent the organization in their own country.
Article 19. The Treasurer’s responsibilities include the annual budget and the proper use thereof.
PART VI. Administrative Council
Article 20. The Administrative Council is made up of one representative from each member organisation. The minimum number of members of the Administrative Council is set at 3 members. Each association proposes a representative. The proposal must be approved by the General Assembly by a simple majority of the members present. The Secretary-General is asked to take part in the meetings of the Administrative Council without having voting rightArticle 21. The term of office of the administrators is fixed at 3 years. Retiring members are eligible for re-election.
An administrator can be dismissed by the Administrative Council by a majority of 2/3 of the members present. A quorum of 4/5 of the presence is requested.
Article 22. The Administrative Council shall meet at least twice a year. In addition, the President or the Secretary-General may call extraordinary meetings.
The meeting is called in writing by intimating the date, time and place of the meeting, together with the agenda. The intimation must reach the members of the Administrative Council at least two weeks before the meeting.
Article 23. The Administrative Council has the following tasks:
- coordinating and monitoring the initiatives of the organisation’s various statuary bodies;
- drawing up initiatives and activities, the practical implementation of which shall fall to the Secretary-General;
- creating and calling committees and working groups for the areas in which it proves necessary to do so;
- electing the President of the Administrative Council;
- confirming the candidate put forward by the President for the positions of Vice-President and Treasurer;
- confirming the candidate proposed by the President for the position of the Secretary-General;
- admitting new members by a majority of two-thirds or a simple majority as mentioned in article 5.
The Council may validly deliberate with a quorum of half of its members. The ability to appoint proxies may be provided for by internal rules.
Minutes of the meetings of the Administrative Council meetings are entered in the register. They are sent to the members by e-mail within the 3 weeks after the meeting.
Article 25. Unless the President grants special powers to a member of the Administrative Council, any act binding the association shall be signed by the President or by the Secretary General.
Article 26. Court actions, both as plaintiff and as defendant, are pursued by the Administrative Council represented by its President or a member of the Administrative Council designated by him for that purpose.
Article 27. The members of the Administrative Council do not in the exercise of their duties contract any personal obligation and are only liable for the performance of the duties of their office.
PART VII. Secretary-General
Article 28. The Secretary-General is proposed by the President and is confirmed by the Administrative Council on a simple majority for a term of 3 years. His appointment has to be confirmed by the Administrative Council every three years. In the event the Secretary-General is unable to act, a deputy may be appointed by the Administrative Council.Article 29. The Secretary-General’s responsibilities include administrative matters and carrying out ongoing activities. In particular, the following fall within his powers:
- carrying out the decisions of the General Assembly and the Administrative Council;
- deputising for the President in emergencies and on the latter’s express request;
- calling extraordinary meetings of the Administrative Council;
- taking part in the meetings of the General Assembly and the Administrative Council without voting right,
PART VIII. Amendments to the Statute
Article 30. Proposals for amendments to the Statute or for the dissolution of the organisation must be decided on by the General Assembly by a majority of two-thirds. Such motions must be contained in the agenda. The content thereof must be sent to the members at least two months before the General Assembly.The General Assembly can only validly deliberate if two-thirds of its members are present or represented. Notwithstanding, if less than two-thirds of the effective members of the association are present and represented at the General Assembly, a new General Assembly shall be called under the same conditions as the foregoing and it shall resolve definitively and validly on the motion in question, regardless of the number of members present and represented.
In accordance with articles 50 paragraph 3, 55 and 56 of Chapter III of the law of 27 June 1921 on non-profit associations, non-profit international associations and foundations, each modification of the statute will have to be submitted to the Ministry of Justice and be published in the annexes of the Belgian State Gazette. Modifications of the statute only become effective after the approbation of Royal Law and after the conditions, required by Article 51 paragraph 3 of Chapter III of the law of 27 June 1921 on non-profit associations, non-profit international associations and foundations are fulfilled.
Article 31. The General Assembly shall lay down the method of dissolving and liquidating the association. The possible net assets after liquidation will be put to non-profit use.
