EFF's Statutes

Statutes of the European Franchise Federation

Art. 23 - Powers of the Executive Board

The spheres of action of the Executive Board, its powers and scope of its responsibilities are defined by the General Assembly of the Federation. These spheres of action relate directly to the objectives of the Federation as described in Art. 3 of the present Statutes.

The Executive Board can propose to the General Assembly the setting up of consultative committees, either ad hoc or permanent, to reinforce the efficiency of the Federation in the execution of its objectives.

At each General Assembly, the Executive Board presents the results of its work and action.

Art. 24 - The functioning and the resolutions of the Executive Board

Each Director has one vote, including the Chairman, the Vice-Chairman, the Treasurer.

Directors may not be represented at the Executive Board.

The Chairman, Vice-Chairman and the Treasurer may, however, represent one another.

The resolutions of the Executive Board are taken by simple majority on condition that at least one half (1/2) of the Directors are present.

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

Abstentions are not counted in the votes.

All deeds binding the Federation shall be signed by the Chairman and either the Vice-Chairman or the Treasurer.

Art. 25 - Legal actions

Legal actions, both as plaintiff and defendant, are entered for the Federation by the Chairman, or by any other Director of the Executive Board appointed by the latter.

VI. Resources, Budgets and Accounts

Art. 26 - The Resources of the Federation

The resources of the Federation include:

26.1 the annual fees of the different categories of members;

26.2 subsidies, donations and legacies;

26.3 the interests from its assets/properties;

26.4 income from goods and services provided;

The receipts shall be used to cover the running expenses of the Federation. Possible excess over expenditure can be used to constitute a reserve fund.

Art. 27 - The Budget and Accounts of the Federation

27.1 The Executive Board, after approving them, submits to the approval of the General Assembly the annual budget of the Federation and its annual profit and loss accounts..

27.2 The accounts of the Federation shall be balanced each year on December 31.

27.3 A bank account shall be opened in the name of the Federation, which is to be used exclusively for the movement of its funds.

Art. 28 - Control of the Accounts

28.1 Before being submitted to the General Assembly, the accounts shall be audited by one or more auditors appointed by the General Assembly for a defined term, renewable.

The General Assembly can revoke the appointments at any time.

Any two of the Chairman, Vice-Chairman or Treasurer may act as signatories for financial commitments above a minimum to be determined by the Executive Board.

Under that minimum, either one may act as single signatory to the commitment

VII. Amendments to the Federation's Statutes and Dissolution of the Federation

Art. 29 - Amendments to the Statutes and Dissolution of the Federation

29.1 Any proposition to change an article of the Statutes, or to dissolve the Federation, must emanate from either the Executive Board or from at least two thirds (2/3) of the Members of the General Assembly.

29.2 The Executive Director shall inform the Members of the Federation of the wish to amend the Statutes or to dissolve the Federation at least three months prior to the date of the General Assembly which will decide upon the said proposition.

29.3 Changes to the Statues shall be valid only after approval by Royal Decree and on condition that the publishing requirements of Articles 3 of the Belgian Law of October 25, 1919 are met.

29.4 The General Assembly shall fix the mode of dissolving and liquidating the Federation and shall decide upon the distribution of the latter's assets.

VIII. General Provisions

Art. 30 - Use of languages

The official language of the Federation is French.

The working language of the Federation is English.

Art. 31 - Conditions of use of the Federation's logo

Only the Members of the Federation are allowed to use the logo of the Federation on their associations/federations letter-head or any other commercial support.

The use of the Federation's logo by any other party is regulated by conditions defined by the Executive Board.

Art. 32 - Final Provision

Anything not covered by the present Articles, and in particular relating to publications to be made in the Annexes of the Moniteur Belge, shall be governed in accordance with the provisions of Belgian Law of October 25th,1919 as modified by the Laws of December 6th, 1954 and June 30th, 2000.

Note on Terminology (this section does not appear in the registered text)

"Director": a national franchisor appointed to the "Executive Board" (which replaces the “Board of Directors”); each Director has one vote at the Executive Board (art. 14.2 and 22.1);

“Advisor”: a Managing Director of a national franchise association appointed to the Executive Board to assist the Directors; Advisors do not have a vote at the Executive Board (art. 14.2 and 22.5);

The EFF has one "Executive Director" who manages the Permanent Secretariat in Brussels; the Executive Director attends all EFF meetings; the Executive Director has no vote at the Executive Board or at the General Assembly;