Statutes of the Association
 Clause
1 - Title
An international association entitled "European Public Relations
Confederation", abbreviated (in French) as C.E.R.P. is hereby
established. The association is governed by the law of the 25th of October
1919, modified by the law of the 6th of December 1954.
Clause
2 - Headquarters, official languages
a) The headquarters of the association are located in Belgium, in the
Brussels- Capital Region. The headquarters can be transferred to any
other location within that region upon simple decision of the board of
administration, published within thirty days in the appendices of the
Moniteur Belge. The headquarters are presently established in Brussels,
at rue du Champs de Mars 1a.
The association may establish operational or representative offices
anywhere in Europe.
b) The working languages of the association are French and English,
French being the only language used in legal matters.
Clause
3 - Objectives
The non-profit-making association pursues the following objectives
within Europe:
a) to establish contacts, exchange programmes and Cupertino links
among professional associations and groups active in the field of public
relations and through them between corporate bodies or individuals who
are professionally active in public relations, and who are members
thereof;
b) to study and implement all measures aiming at harmonising the
doctrine, ethics, deontology and practice of public relations, as well
as teaching that subject;
c) to record and gather all documentation pertaining to public
relations and to initiate or encourage research work on the subject;
d) to promote and develop the profession of public relations and,
with that objective in mind, to organise all sorts of events (meetings,
seminars, lectures, congresses) intended to promote and achieve those
objectives;
e) to secure the legal statute and recognition of the profession in
all appropriate places and circumstances;
f) to represent the public relations profession within the
appropriate institutions, administrations or organisations and to
develop with them such relations as to enable the fulfilment of the
association’s objectives.
Clause
4 - Duration
The association has been constituted for an indefinite period of time.
Clause
5 - Members, categories, titles, qualities
The association is composed of:
a) Full members - The General Assembly may recognise as a full
member, those professional public relations associations and groups,
established in Europe, which adhere to the statutes and internal
regulations of the association. The General Assembly do not have to give
any justification concerning their decision. The full membership becomes
effective only after payment of the current annual membership fee.
Members affiliated to professional organisations or groups which have
the status of full membership, benefit through their organisations or
groups from the services offered by the association.
b) Corresponding members - Upon decision of the board of
administrators, all professional public relations associations and groups,
established in any country whatsoever, Europe or elsewhere, may become
corresponding members of the association.
c) Honorary members - The right to vote is restricted to full members.
Clause
6 - Resignation, expulsion
a) Resignation - Any member may,
at any time, resign from the association by simple written notification
of his decision to do so, addressed to the general secretary, who will
acknowledge receipt of his note. Any member who might no longer meet the
criteria which have led to his admission, shall be requested to resign.
The board of administrators will consider as having resigned any member
who still fails to pay his membership fee after having received two
reminders.
b) Expulsion - The board of administrators may, after having heard
its representative, suspend a member who infringes the principles or
rules of the association and may request his expulsion during the next
meeting of the General Assembly, who will then make a final decision,
after having heard the member concerned. Those members who have resigned
or have been expelled, have no claim to the assets. They may not ask for
reimbursement of the fees paid, request a statement of the accounts,
have seals affixed or have an inventory drawn up.
Clause
7 - General Assembly, composition and powers
The General Assembly is composed of full members, each of them
represented by a delegate formally mandated to this purpose.
The General Assembly is the only body entitled to make the following
decisions:
a) the admission and expulsion of full members;
b) the election and dismissal of the administrators;
c) the approval of budgets and accounts and determination of the annual
dues paid by the members;
d) the award of honorary membership or position within the association;
e) the adoption of internal regulations and their modifications;
f) amendments to the statutes;
g) the winding-up of the association
Clause
8 - Convening, agenda of the General Assembly
The general Assembly meets ipso jure once a year, on the day and at the
time and location indicated on the notice of the meeting drawn up by the
chairman or administrator who replaces him. An extraordinary meeting of
the General Assembly may be called upon request of the board of
administration as often as necessary. The Assembly must convene if half of
the full members request it in writing, specifying the item(s) to be put
on the agenda. The notices of the General Assembly meetings shall contain
the items on the agenda and shall be addressed to each member at least
thirty days before the meeting.
The General Assembly may only discuss the items listed in the agenda,
those which the board of administration might present during the meeting
on account of urgency or those which result from a request formulated by
the majority of the full members who are present or represented.
Clause
9 - Votes
The decisions of the General Assembly are taken on a simple majority of
votes by the full members who are present or represented, with the
exception of amendments to the statutes and voluntary winding-up of the
association.
Clause
10 - Decisions and minutes
The decisions of the General Assembly are recorded in minutes signed by
the chairman and the general secretary. Those minutes are communicated to
all members and inserted in a special register in the charge of the
secretary-general. Extracts produced in court or elsewhere in an official
manner, are signed by the chairman or by the secretary-general and one
administrator or by two administrators.
Clause
11 - Board of administration
a) Composition - The association
is administered by a board of administration composed of a minimum of
nine members and at most by a number of members equal to the number of
countries represented by full members. Each year, the General Assembly
will determine the number of administrators.
b) Duration - An administrator’s
mandate lasts for two years and can be renewed twice.
c) Vacancy during period of office - In case the position of
administrator becomes vacant during the period of office, the board
shall nominate another administrator whose mandate shall be ratified
during the next General Assembly. Any administrator appointed in order
to fill a vacancy during the period of office is only nominated until
the end of that period.
d) Dismissal of an administrator - The dismissal of an administrator
following a serious offence can be decided by the General Assembly while
the member concerned abstains from voting and is not counted when
establishing the majority.
e) Powers of the board of administrators - The
powers of the board of administrators cover all acts pertaining to
management and financial administration in the broadest sense, to the
exception of the powers reserved to the General Assembly it is entitled,
among others, to make or receive any payment and require or give a
receipt; make or receive any deposit, acquire, exchange or alienate,
both gratuitously or in exchange for certain liabilities; lend or lease
any property or real estate; transfer or receive any subsidy or grant,
accept and receive any legacy or donation; make or terminate any
contract; make and accept any subrogation and security; renounce any
right; argue in any court whether as plaintiff or as defendant, execute
or have executed any judgement; compound and arbitrate. The board of
administration may delegate the daily management of the association to
one or more board members, of whom it will define the powers. It may
also grant any special powers to any persons it may choose. Any act that
commits the association, with the exception of special delegation, shall
be signed by two administrators who will not have to justify to third
parties their powers to do so. Actions in court, whether as plaintiff or
as defendant, shall be requested by the board of administration,
represented by the chairman or by a board member nominated for that
purpose, The board of administration puts proposals for action and for
programmes elaborated by its members to the vote by the General
Assembly.
f) Executive Committee - Nomination - Role - During its very first
meeting, the board of administration shall appoint from among its
members a Chairman, a Vice-Chairman and three administrators who,
together, will form the executive committee. The responsibility of the
executive committee is to prepare and execute the decisions of the board
of administration, to co-ordinate the programmes the latter has decided
upon, and to provide for the flow of information within and outside the
association. The executive committee shall report to the board of
administration who will approve its decisions and its management. The
members of the executive committee are appointed for two years; and
their appointment may be renewed. The executive committee may call upon
one or more administrators to study specific problems; these, however,
will only have a consultative vote within the enlarged board.
g) Notices of meetings, quorum, proxy, majorities - The
board of administration convenes at least twice a year when called by
the chairman, or in case he is prevented, by the vice-chairman or
following a request from the majority of its members. Decisions by the
board of administration are taken by the majority of its members,
present or represented, the chairman using a casting vote in the event
of an equal number of votes.
h) Minutes - The resolutions of the board of administration are
recorded in minutes signed by the chairman and by the general secretary,
communicated to all members of the board of administration and inserted
in a special register in the charge of the general secretary. Extracts
to be produced in court or elsewhere in an official manner, are signed
by the chairman or by the secretary general and one other member of the
board.
Clause
12
The financial year commences on January 1st and closes on December 31st
of each year. The board of administration is required to submit each year
the accounts of the closed financial year and the draft budget for the
ensuing year for approval by the General Assembly.
The General Assembly shall determine, upon proposal from the board of
administrators, the fees due by the members.
Clause
13
Two auditors charged with verifying the accounts are appointed every
year by the General Assembly.
Clause
14 - Amendments to the statutes, winding-up
Any proposal for an amendment to the statutes and for voluntary
winding-up will be submitted for examination and a decision by an
extraordinary General Assembly, called by the chairman or his replacement,
through a notice sent under the same conditions as those requested for an
ordinary meeting. The deliberations of that assembly will be valid
provided two thirds of the full members are attending. No decision will be
ratified unless it is voted on by a two-thirds majority of the full
members present and represented. In case the quorums here above are not
obtained, another extraordinary meeting will be called under the same
conditions as the previous one and this one will validly give a final
decision concerning the issue with a simple majority, whatever the number
of members present and represented may be.
Without prejudice to article 5 of the law of the 25th October of 1919,
any proposal for an amendment to the statutes or the winding-up of the
association must originate from the board of administration or from a
majority of the full members whose names are listed in the last annual
members list and who have paid their dues.
Clause
15
Under the Belgian law that governs the present statutes, the amendments
to those statutes will only take effect after approval by a royal decree
and after the publication requirements stated in section 3 of law of the
25th of October 1919 have been met.
Clause 16
The General Assembly is empowered to decide upon the association’s
winding-up and liquidation methods and also upon the method of
appropriation of the assets.
Clause
17
Any matter that is not addressed in the present statutes, and more
precisely the publications in the appendices of the Belgian Gazette, will
be dealt with according to the provisions of the Belgian legislation
governing the statutes of international associations with scientific aims
and will be completed by internal regulations.
Helsinki, 18 June 1997
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