Article 1: Designation
The European Foundation for Freedom, hereafter called “the foundation”,is an international association that is politically affiliated with the European Alliance for Freedom, and is registered in Malta as a non-profit organisation.
Article 2: Registered Office
The seat of the foundation is situated at 2A, 'Delmar', Flat 1, Brared Street, Birkirkara, Malta
Article 3: Objectives
1) The foundation’s objectives are to disseminate political information and to provoke debate by, inter alia:
- observing, analysing and contributing to the debate on European Public Policy issues and the process of European Integration;
- supporting European Seminars, training, conferences and studies on such issues;
- serving as frameworks for national think tanks, political foundations and academics to work together at European level;
The foundation’s political objectives and platform are in line with those of the European Alliance for Freedom (annexed).
The foundation will also be committed to observe the principles on which the European Union is founded, namely the principles of liberty, democracy, respect for human rights and fundamental freedoms and the rule of law.
Article 4: Attainment of the objectives
The foundation shall endeavour to attain its objectives by exchanging information between political foundations and other political institutions throughout the European Union, disseminate information to the general public, especially young people and their organizations, and organising and co-ordinating campaigns at a European level.
The foundation is committed to adopt any other lawful means which may be conducive to the attainment of its objectives.
Article 5: Duration
The foundation has been formed for an indefinite period of time.
Article 6: Officers
The officers of the foundation shall be the Administrator, Secretary and Treasurer.
Article 7: The Governing Board
The governing board, hereinafter referred to as ‘the Board’, is the decision making organ of the foundation and shall perform the functions specified hereinafter. The members of the Board shall be:
1. Philip CLAEYS MEP (Co-President), Kruiskruidlaan 11, 3090 Overijse, Belgium; Belgian ID No. 590742345
2. Franz OBERMAYR MEP (Co-President), Salisstrasse 30, A-4030 Linz; Austrian Passport No. A11515
3. Godfrey BLOOM MEP (Treasurer), 108, Main Street, Wressly, Selby Y08 6ET; British Passport No. 455505589
4. Sharon ELLUL-BONICI (Secretary), Heren Van Witthemlaan 3, 1650 Beersel; Maltese ID No. 338370(m)
Article 8: Management and administration of the foundation
The Board will consist of a minimum of two and not more than six members, including the Administrator.
- The main responsibility of this Board shall be that of determining the general policies and strategies of the foundation. It shall have no direct executive power other than that specifically provided for in this statute;
- The day-to-day administration and operations of the foundation shall be the direct responsibility of the Administrator, who shall be the chairman of the Board. He/she shall preside over all the meetings of the Board and shall have general and active management over the operation of the foundation and shall ensure that all resolutions of the Board are carried out;
- The Administrator shall be ex-officio a member of all committees, and shall have the general power and duties vested in the office of chairman;
- The treasurer is authorised to open and operate a bank account on behalf of the foundation and to carry out all that is necessary for its smooth operation jointly with the Administrator. The treasurer shall have full custody of the foundation’s funds and securities and shall keep proper and accurate records and books of accounts reflecting truly and correctly the administration of the foundation;
- The Board shall have the power to appoint a ‘Programme Committee’ to prepare and establish projects for the development of the foundation;
- The ‘Programme Committee’ shall consist of the Administrator together with a minimum of two but no more than six members, who shall be nominated by simple majority of the members of the Board. The ‘Programme Committee’ may also be composed from amongst the same members of ‘the Board’;
- The Secretary shall attend all sessions of the Board and record the minutes of all its transactions. The Secretary shall also perform like duties for all committees of the Board when required so to do by the Board.
Article 9: Revenue
The foundation’s revenue shall consist of membership fees, if any, which shall be determined by the General Meeting, and grants, donations and any other form of contribution, either from the European Union or otherwise;
Other than the treasurer, the Board may appoint any other person to keep records of all the Foundation’s financial transactions. The Treasurer shall be accountable to the Board and responsible for overseeing that the expenditure of the foundation is strictly related to the attainment of the foundation’s objectives.
Article 10: Immovable property
The Board is authorised to employ the funds of the foundation to acquire for and on behalf of the foundation by any title established by law any immovable property. The Board shall have full powers over the same to act as the owners of the said immovable property on behalf of the foundation, including but without limitation whatsoever the power to insure the said immovable property and to recover compensation for any loss or damage to the said property from whatever cause. The person entrusted with the judicial and legal representation of this foundation may also act as legal and judicial representative of this foundation, as set forth in the following article of this statute, in any court of law and in any matter regarding the title to the said property including any cause for the objection to or recovery of compensation for eviction from or expropriation from the said property or in any ancillary matters connected to the said immovable property.
Article 11: Rules
The Board may, from time to time, make such rules as it deems necessary, expedient or convenient:
12.1 for the proper conduct and management of the foundation;
12.2 to regulate the conduct of members or any officer of the foundation;
12.3 to regulate the procedure at General Meetings and Meetings of the Programme Committee, including the nature of the notice of the meeting to be given, the persons to whom notice is to be given, the method of voting and the persons entitled to vote at such general meeting.
Article 13: Voting Powers
The voting rights shall be vested to the members of the Board. Every member of the Board shall have one vote. Resolutions of the board shall be decided by a simple majority of votes of the same Board. The chairperson shall have the casting vote. When members of the Board cannot attend meetings, they can submit their vote by means of electronic mail if they so wish. The votes shall be communicated to the Secretary who is to keep records thereof accordingly.
Article 14: Election of Board Members
Whenever the Board thinks fit, it may nominate new members by simple majority to form part of the same Board. Should any member of the Board or any other officer of the foundation resign or be dismissed by a simple majority of votes of all the Board members, such Board will have the right to nominate another person to act as a Board Member or to act as any other officer of the foundation.
The Secretary and the Treasurer shall be nominated and appointed during the first meeting of the foundation.
Article 15: Term of Office
The officers of the foundation shall hold office for the duration of one year. The Board may remove by a simple majority vote any officer elected, nominated and appointed by the Board whenever, in the interest of the foundation, the Board deems fit.
Article 16: Meetings of the Board
The Board may call an extraordinary General Meeting on the request of any board member by written notice stating the place, date and time of the meeting. Such notice shall be given not less than thirty (30) days prior to the date of the meeting. The meetings are to be held in the boardroom of the Foundation’s headquarters, or in any other place designated by the Board.
16.1 The quorum necessary for the holding of meetings of the Board shall consist of a majority of the members of the Board.
16.2 The Board shall hold at least three meetings a year besides the Annual General Meeting.
Article 17: Annual General Meeting
The Foundation shall hold an Annual General Meeting of the Board during the first quarter of the new calendar year and shall specify the meeting as such in notices calling it. The Annual General Meeting shall be held at such times and at such places as the Board may appoint. All members of the Board and the officers of the foundation shall attend to the Annual General Meeting. The Annual General Meeting shall by simple majority elect three persons to carry out the functions of Administrator, Secretary and Treasurer or confirm existing ones until the next Annual General Meeting.
17.1 Where the annual General Meeting has not been held on the agreed date, the Board shall set a new date for such meeting as it deems appropriate.
17.2 The Board Secretary shall keep detailed records of the proceedings of each meeting.
Article 18: Finances
The foundation is a non-profit organisation. Any financial surplus generated through its activities is to be utilised towards the achievement of the objectives outlined above.
18.1 The Board may employ full-time or part-time staff, including any of its members, to execute and monitor its projects, carry out research and legal consultancy and any other ancillary task to attain the foundation’s objectives.
18.2 All funds, except for petty cash float, shall be deposited in the bank account of the foundation. All funds are to be used solely for the purpose of furthering the objectives of the foundation. Any disbursement or cheque drawn on the foundation funds shall be signed either by the Administrator or the treasurer.
18.3 The Board may appoint auditors to oversee the financial administration and running of the foundation.
Article 19: Donations
The Board Members shall draw up a set of policies, guidelines and regulations governing the donation of any assets by third parties.
19.1 Policies, guidelines and regulations on this matter will be established, or changed, by a simple majority vote of all the members of the Board;
19.2 The Board will accept donations if it considers these to be of advantage to the foundation. Each donation will be fully registered and acknowledged in the records of the foundation.
19.3 Any cash or non-monetary assets donated to the foundation may be withdrawn and utilised as the Board may deem fit.
Article 20: Resignation
Any Officer and any Board member may resign at any time. Such resignation is to be submitted in writing and will be effective immediately upon receipt by the foundation or at such time as shall have been stated in the written notice of resignation.
Article 21: Dissolution
21.1 The foundation may be dissolved by the Board provided that a simple majority of votes of the Board is obtained in favour of such dissolution.
Upon dissolution, all assets of the organisation shall be applied in favour of another non-profit organisation with similar purposes as the organisation.
21.2 During dissolution, provision must be made to safeguard the rights of benefactors and donors of the foundation.
Article 22: Amendment
This Statute can be amended by the Board provided that a majority of votes of all the members thereof is obtained in favour of such an amendment.
Article 23: Final Provisions
Any points not expressly covered by these statutes shall be governed in accordance with standard legal practice relating to non-profit organisations and associations.
