EFF's Statutes

Statutes of the European Franchise Federation

Art. 10 - Members’ Liability

Members are accountable for the payment of their annual dues. Members are not liable for the debts of the Federation on their personal assets.

The Federation's liability with respect to its contracted engagements is limited to its assets.

Art. 11 - Representation of Members

Neither category of Member of the EFF is entitled to be represented by another Member of the EFF, nor any third party, at the General Assemblies or the Executive Board.

Art. 12 - Members' annual fees

Each category of Member pays annual membership fees determined annually by the General Assembly of the Federation.

Regular members having paid their annual fees have the right to exercise their voting right at the General Assembly.

III. The General Assembly

Art. 13 - Composition of the General Assembly

13.1 The General Assembly is composed of all the Federation’s Members having paid their dues.

13.2 Each Member is represented by its Chairman, or another of its franchisor Board members, or its appointed Managing Director delegated by the said Member.

In the role they may play as representative to the EFF, Managing Directors of national franchise Associations or Federations, whether full-time or part-time, should not have separate financial interests in businesses or functions related to franchising or assimilated.

13.3 Each Regular Member is entitled to one vote at the General Assemblies.

13.4 Associate and Affiliate Members are invited to participate at the General Assembly without voting rights.

Art. 14 - Powers of the General Assembly

14.1 The General Assembly has the greatest powers possible for achieving the objectives of the Federation and for fulfilling or ratifying all deeds concerning the Federation.

14.2 These powers, reserved to the General Assembly, include:

electing the Chairman, Vice Chairman and Treasurer,
electing the Directors of the Executive Board, as well as the Advisors which assist the Executive Board,
annually charging and discharging the Executive Board of its missions,
admitting, suspending and expulsing Members of the Federation,
&on proposition of the Executive Board, approving the Federation's projected annual income and expense budget, year-end accounts, Members annual membership fees,
appointing a financial auditor,
amending the Federation's Statutes,
elaborating the Federation's non-statutory internal Rules and Procedures,
the EFF's Code of Ethics,
dissolving the Federation.

Art. 15 - Convening of the General Assembly

15.1 The General Assembly rightfully meets at least once a year and is presided by the Chairman of the Federation.

Ordinary General Assemblies are convened in writing in the name of the Chairman by the Executive Director, in a place and at a date fixed by the Executive Board.

The written invitation shall be sent at least 2 months ahead of the General Assembly and shall state the place and date of the meeting and include the Agenda.

15.2 The Chairman or, if incapacitated the Vice-Chairman or at least one-quarter of all the Members may exceptionally convene an Extraordinary General Assembly.

The written invitation will be sent to all Members at least 2 weeks before the meeting, and will state the place, date and purpose of the Assembly.

15.3 The General Assembly can vote on items of the Agenda only, except in cases of unanimous agreement of the Members present having the right to exert their vote.

15.4 Decisions of the General Assembly are to be consigned in Minutes in a Register at the Permanent Secretariat. Minutes are issued to all Members of the Federation after each meeting. Each set of Minutes must be approved by the following General Assembly.

Art. 16 - Deliberation and voting at the General Assembly:

16.1 Except for the exceptional cases cited hereafter (articles 16.2 and art.17), all decisions must be taken by at least two thirds (2/3) of the Regular Members present having the right to exert their vote. A minimal quorum requires that at least one third (1/3) of the Members having a right to vote be present.

This quorum is also applicable for the decisions relative to the admission, suspension or expulsion of a Member or to the dissolution of the Federation.

In determining the quorum or in the vote count, abstentions shall not be taken into account.

The Chairman, or in his absence the Vice-Chairman, has a second casting vote in case of a tie-vote.

16.2 Unanimity of vote of the Members present having the right to vote is required in the following cases, on condition that a quorum of at least one third (1/3) of the Members having a right to vote be present.:

amending the Federation's Statutes,
amending the Code of Ethics,
the membership fees.