Statutes of the Federation

I. Name, History, Registered Office, Object and Term of the Federation

Art. 1 - Name and History of the Federation

1.1 The EFF is an International non-profit Association ("aisbl" under Belgian law). Its name is: the "European Franchise Federation" (abbreviated “EFF”), hereafter called "the Federation".

Its objectives are scientific, pedagogic, informational and ethical.

This Federation is constituted under the Belgian Law of October 25th, 1919 as modified by the Laws of December 6th, 1954 and June 30th, 2000.

1.2 The Federation pursues the objectives of the non-profit association called the “European Franchising Federation” (also abbreviated the “EFF”), constituted in France on September 23rd, 1972 under the French Law of July 1st, 1901.

Art. 2 - Registered Office of the Federation

2.1 The EFF’s Registered Office is established in Brussels, Belgium at the following address: 179 Avenue Louise, B - 1050 Brussels, Belgium.

2.2 The Registered Office can be transferred to any other commune of the Brussels Region – or to any other EFF Member’s country within the European Union – by decision of the Federation’s Executive Board after consulting the Members of the General Assembly. The decision must be published in the Annexes of the Moniteur Belge within a month of the decision of transfer.

If the Registered Office is transferred to another country of the European Union, the Federation will lose the benefit of its legal personality acquired in accordance with the Belgian Law of October 25th, 1919.

2.3 The Permanent Secretariat may be transferred to another country of the EU, by decision of the Federation’s Executive Board, after consulting the Members of the General Assembly. It may also be at a distinct address from its Registered Office.

The EFF’s Permanent Secretariat is currently housed at the address of its Registered Office.

Art. 3 - Object of the Federation

3.1 The object of the Federation, which is a non-profit organisation, includes:
 the co-ordination of the actions of the national franchise Associations or Federations established in Europe,
 the undertaking of unbiased and scientific study of franchising in every respect,
 the distribution of this information through pedagogic, and informational means,

3.2 The Federation defends an ethical vision of the development of franchising as expressed in the European Code of Ethics for Franchising drawn up in 1972 by the Federation’s legal predecessor, the “EFF” formally constituted in France, and whose objectives are pursued by this Federation.

3.3 The Federation’s scientific, pedagogic, informational and ethical objectives will be met principally in the following manner:

3.3.1 by carrying out research, studies, surveys and all other actions aimed at supporting the study, the promotion and the development of franchising in Europe;

3.3.2 by studying the national, EU or international legislation which might impact on franchising and its development;

3.3.3 by studying and defining the best methods for assuring the application in practice of the European Code of Ethics for Franchising;

3.3.4 by exchanging information, documentation and experience between the various national franchise Associations or Federations in Europe;

3.3.5 by ensuring the on-going communication with other international franchise Associations or Federations in order to keep a close follow up and to share in the evolution of specific franchising techniques, principles and legislation;

3.3.6 by organising meetings, colloquia, seminars, symposia, conferences, and workshops;

3.3.7 by organising campaigns aimed at informing the general public and the authorities on the objectives and goals of the Federation and of Franchising in general;

3.3.8 Furthermore, and without prejudice to the objectives described above, the Federation shall represent its Members and defend their interests with international organisations such as the European Union (EU).

Art. 4 - Term of the Federation

The Federation is constituted for an indefinite term

II. The Members of the Federation

Art. 5 - Regular Members

5.1 The Federation is composed of regular members hereafter called Regular Members.

5.2 Are admitted as Regular Members any legally constituted, representative and independent national franchise Associations or Federations established, in accordance with the laws and customs of their country of origin, within one of the countries of the European Union, or which have an official link to the EU, as well as other Associations or Federations which, in the opinion of the Board, will contribute to the attainment of the Objectives mentioned in Article 3.

A Regular Member is subject to the following conditions:

5.2.1 to accept without reservation the Statutes of the Federation as well as any rules and regulations drawn up in accordance with the Statutes;

5.2.2 to have as members franchise networks comprising franchisors and their franchisees, and to have as a governing body, one that is primarily composed of franchisors elected by accredited franchisor members;

5.2.3 to operate an accreditation scheme with positive checks to ensure that its voting franchisor members comply with the European Code of Ethics for Franchising;

5.2.4 to be accepted by the General Assembly of the Federation.

Art. 6 - Associate and Affiliate Members

6.1 Associate members: The Federation can admit, on terms to be firstly agreed by the Executive Board, followed by approval of the General Assembly, national franchise Associations or Federations who, whilst they do not meet conditions of the Regular members, commit to and are demonstrably working towards meeting those conditions.

6.2 Affiliate members: the Federation can also accept other members to be known as Affiliates on conditions specified by the Board.

6.3 Associate and Affiliate members have no voting rights. Their representatives cannot be appointed as Chairman, Vice-Chairman, Treasurer of the Federation, nor as Directors of the Executive Board, nor as its Advisors.

Art. 7 - Admission of Members

7.1 National franchise associations or Federations wishing to join the EFF as Members must submit a written application to the Executive Board, which after examination decides or not to forward it to the General Assembly.

7.2 The applicant has a right of appeal against refusal by the Executive Board with the General Assembly. In case of rejection of the application, the General Assembly’s decision is without right of appeal, and the General Assembly need not give its reasons for refusal.

Art. 8 - Resignation of Members

8.1 Members of the Federation may resign from the Federation by registered letter to the Chairman of the Federation. The letter must be received by the Federation at least 3 months before the start of the Federation’s financial year. Otherwise, the member will have to pay the equivalent of 6-months due for the following financial year.

8.2 The resigning Member (and/or parties having claims on these Members) may not claim any rights over the assets of the Federation, nor may they lay claims on ex-EFF Members.

Art. 9 - Exclusion of Members

9.1 The Board may propose the exclusion of a Member to the General Assembly after the said member has been invited to duly present its case. Likewise, the General Assembly may propose the exclusion of a Member.

9.2. The Board may propose to the General Assembly the motion of excluding a Member for non payment of dues in case the member gives no valid justification after having been invited to so in writing by the Executive Director. The General Assembly may validly deliberate on all cases of non-payment of Members’ dues and decide accordingly.

9.3 The excluded Member (and/or parties having claims on these Members) may not claim any rights over the assets of the Federation, nor may they lay claims on ex-EFF Members.

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,
 amending 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,
 changing the membership fees.

IV. Chairman, Vice-Chairman, Treasurer

Art. 17 - General Dispositions The Chairman, the Vice-Chairman and the Treasurer of the Federation are elected by at least 2/3 of the Regular Members present at the General Assembly having the right to exert their vote. They are chosen from among the franchisor representatives of the Regular Members of the Federation.

Their respective terms are 2 years, renewable twice in succession, or for the period that the General Assembly decides on. Terms normally start and end with a civil year.

They are elected at the first General Assembly preceding the end of their respective terms.

They may be revoked by the General Assembly by at least 2/3 of the Regular Members present at the General Assembly having the right to exert their vote.

Those persons eligible for election as the Federation’s Chairman, Vice-Chairman and Treasurer hold or have held an important management function in a franchisor company and are respected figures in the world of franchising. Those not eligible for the function of EFF Chairman are candidates who may be able to gain personal, financial or other advantages from the Federation’s Chairmanship.

Art. 18 - The Chairman

The Chairman, assisted by the Executive Board and the Executive Director assures the execution of the General Assembly’s ’ decisions and the functioning of the Federation which he represents with respect to all the deeds of the Federation.

The Chairman’s duties include:
 chairing the General Assemblies and the Executive Board meetings,
 proposing the composition of the two-year Executive Board to the General Assembly,
 proposing, with the Executive Board, the program of action of the Federation, and the fields of work of the Executive Board,
 defining the items of the Agenda of the Executive Board and the General Assembly, except when it is convened at the request of one-quarter of its members, in which case the latter decide upon the Agenda,

The Chairman is responsible to the General Assembly for the execution of the Federation’s general policies.

On specific occasions, he may invite a Member’s representative to speak in his name, on the Federation’s behalf. In such cases, the Permanent Secretariat shall receive a copy of the speech or presentation to be made before the event.

The Chairman has one (1) vote at the General Assembly.

Art. 19 - The Vice-Chairman

The duties of the Vice-Chairman are to assist the Chairman in his duties, and to stand in for the Chairman each time the latter is unable to assume his duties.

If the incapacity of the Chairman is of a temporary nature, the Vice-Chairman shall substitute for the Chairman for the duration of his inability.

If the incapacity is of a permanent nature, the Vice-Chairman, with the assistance of the Executive Director, shall arrange the election of the next Chairman.

The election shall be held within two months of the day the Federation has been officially informed of the Chairman’s permanent incapacity. The new Chairman ’s term will start with immediate effect after his election at the next convened General Assembly.

Art. 20 - The Treasurer

The duties of the Treasurer are the supervision of the keeping of the financial administration of the Federation and the supervision of the drafting of the annual budget of the Federation and of its annual profit and loss accounts.

Art. 21 - The Executive Director

The Federation delegates the administration of its daily business to an Executive Director.

The Executive Director shall be appointed by, and on terms and conditions determined by, the Chairman, Vice Chairman and Treasurer. In the event of any disciplinary or grievance issues arising over the Executive Director’s appointment, the Executive Director shall have the right of appeal to the Executive Board.

The Executive Director has no voting rights.

V. The Executive Board

Art. 22 - Composition of the Executive Board

22.1 The Executive Board is composed of the Chairman, the Vice-Chairman, the Treasurer and at least 3 voting representatives (franchisors) from the EFF’s General Assembly, designated hereafter as "Directors", proposed by the Chairman to the General Assembly for approval.

The persons proposed by the Chairman as "Directors" can be either the Chairman of a Regular Member, or a franchisor member of the Board of Directors of a Regular Member nominated by the Chairman of that Regular Member.

Directors exert one voting right at the Executive Board. This vote is exerted in the general interest of the Federation, and not in the particular interest of the Director’s national association.

Directors are proposed to the General Assembly for their expressed interest and competence for the Executive Board’s programme of action for the Federation. Their nomination is personal.

Directors are elected by the General Assembly for a term of 2 years renewable.

Terms normally start and end with a civil year.

22.2 In case of serious misconduct, a Director may be revoked at any time by General Assembly by at least 2/3 of the Regular Members present having the right to exert their vote, eventually on proposition of the remaining majority of the Executive Board;

If a Director is revoked, or resigns, or if for other reasons he cannot carry out his mandate as Director, the Chairman of the Federation can propose a new Director whose mandate will be equal to the remaining term of the replaced Director.

A Director of the Executive Board whose function within his national association/federation changes so that the eligibility conditions of art.

22.1 are no longer met, will stop exercising the role of Director of the Executive Board.

22.3 As members of the Federation’s Executive Board, these Directors do not speak or vote in the name of their national association/federation, but purely in the name and in the interests of the Federation.

The fact that a person representing one of the Federation’s Members is elected to the Federation’s Executive Board does not prevent them from representing their Member association/federation at the General Assembly and on this occasion, to express themselves in the name of the Member they represent.

In proposing, for approval by the General Assembly, the nomination of Directors, the Chairman will be attentive to maintain a balanced choice of representatives from the Member associations and federations.

22.4 The Chairman may invite, at his discretion, any member of the General Assembly to attend or assist, without being allowed to vote, the meetings of the Executive Board.

Furthermore, any voting members of the General Assembly may attend of his own accord the meetings of the Executive Board as a non-voting observer.

22.5 The Executive Board will benefit from the assistance of "Advisors" who attend the Executive Board meetings. They are not members of the Executive Board and exert no voting rights.

Are eligible to be Advisors to the Executive Board, national Managing Directors who comply to art. 13.2. Eligible candidates are proposed by the Chairman, and elected by the General Assembly for the same term as the Executive Board.

Candidates are proposed for their express interest and commitment to the general interests of the EFF. Their nomination is personal.

In case of serious misconduct of an Advisor, the terms of art. 22.2 apply.

22.6 At the first General Assembly following the Registration of these Statutes, the Chairman, Vice Chairman and Treasurer will be elected first.

Once the Chairman is elected, he will propose to the same General Assembly the candidates Directors to the Executive Board, and the candidate Advisors.

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.