Official French version, published in the “Annexes du Moniteur belge” on 06/10/2015/ (Amendments Art. 3 and Art. 4).
Part One – General Provisions
Art. 1. Name
The Association carries the name Association des Cinémathèques Européennes, abbreviated A.C.E. (hereinafter “the Association”).
Art. 2. Head Office
The head office of the Association is at Hôtel de Clêves, rue Ravenstein 3, 1000 Brussels, Belgium, in the judicial district of Brussels.
Art. 3. Aims
The aims of the Association, which consists of various European film archives, are to preserve and promote European cinematographic heritage and to enhance cooperation between its members.
Objectives of the Association include but are not limited to:
- the promotion of the conservation and restoration of European film heritage in general;
- the search worldwide for missing European films;
- the cataloguing of the cinematographic heritage produced in Europe;
- the promotion of the reciprocal knowledge of the holdings of the archives by establishing and developing databases for its members;
- the promotion of public access to film heritage preserved and possibly restored by its members;
- the promotion of the study of the different legal contexts for the operation of film archives and to propose corresponding protective measures, both at the national and European level;
- the promotion of education and training in all fields of activity of film archives;
- the promotion of cooperation between its members in all fields of activity;
- the promotion of the art and culture of film;
- the promotion of cooperation with other international bodies, in particular FIAF and any other organisations active in Europe.
The Association shall organise or take part in the organisation of exhibitions, meetings, colloquia or conferences, publish or participate in the publication and dissemination of information in all forms and on all media, enabling an increased awareness of European cinematographic heritage.
The Association shall be entitled to conclude agreements with all European institutions, European countries, natural or legal persons, and other non-profit organisation.
It may also enter into partnership with other associations, organisations, groups, institutions, or natural or legal persons having aims comparable or similar to those of the Association or which are likely to advance them.
The Association shall be entitled to perform all actions relating directly or indirectly to its aims or which are likely to promote them.
Part Two – Members
Art. 4. Becoming a Member
The minimum number of members shall not be less than three.
All current or future film archives in a European country may be admitted as members, under the precondition that they are members of FIAF (Fédération Internationale des Archives du Film / International Federation of Film Archives) or are public mission non-profit film heritage institutions that have signed a statement of adherence to the Code of Ethics of FIAF before their admission to the Association.
To join the Association, potential members must be nominated by at least two members and be admitted as members by decision of the Executive Committee; additionally, they are required to have paid their annual membership fee.
Art. 5. Rights of Members
Members have the right to
- attend and participate in the General Assembly;
- take part in the activities of the Association;
- vote and be elected to the Executive Committee;
- request an extraordinary General Assembly to be convened, according to the conditions set out in article 12(2).
Art. 6. Resignation
Members are free to withdraw from the Association at any time by submitting their written resignation to the Executive Committee.
Art. 7. Exclusion
The exclusion of a member shall only be decided by the General Assembly with a two-thirds majority of votes present. The excluded member shall have no claim on the funds of the Association nor be entitled to a refund of membership fees it has paid.
A member may be excluded from the Association for:
- failing to pay the annual membership fee;
- bringing the Association into disrepute or endangering its normal operation;
- seriously violating the rules of the Association.
Art. 8. Suspension
The Executive Committee may, exceptionally, in case of emergency, suspend a member guilty of serious infringement of the statutes until the decision of the General Assembly.
Art. 9. Fees
Members are required to pay an annual membership fee determined by the General Assembly. The annual membership fee shall not exceed 2,000 Euro.
Part Three – General Assembly
Art. 10. Composition
The General Assembly is composed of all members.
Art. 11. Powers
The General Assembly is the sovereign authority of the Association. It holds the powers specifically granted to it by law or by these statutes.
It is in particular responsible for:
- amendments to the statutes;
- the appointment and dismissal of members of the Executive Committee;
- the approval of budgets and accounts;
- the voluntary dissolution of the Association;
- the exclusion of members.
Art 12. Meeting of the General Assembly
At least one General Assembly shall be held each year, during the second quarter.
An extraordinary General Assembly may be convened at any time by decision of the Executive Committee or on request of one fifth of the members. The request shall be submitted in writing to the President of the General Assembly.
Art. 13. Convocation
The Executive Committee convenes the General Assembly by means of a notice sent by mail at least 20 days prior to the assembly to all members of the Association. The notice to attend shall contain the date, time and place of the General Assembly.
The notice shall contain the agenda.
With the exception of the situations set out in articles 8, 12, and 20 of the Belgian law of 27 June 1921, the General Assembly may decide with simple majority to pass resolutions about topics not included in the agenda.
Art. 14. Attendance & Representation
Each member has the right to attend the General Assembly.
Each member, a legal person, is required to inform the President in advance, in writing, of the name of the natural person that will represent it.
Members have the right to be represented by other members. Each member can only hold two proxies.
Unless otherwise provided by law, the General Assembly can only take place if at least half of the members of the Association are present. Failing that, and subject to the cases set out in article 28 of these statutes, the General Assembly may take place an hour later, regardless of the number of members present, under the condition that this possibility was clearly expressed in the convening notice.
Art. 15. Chairmanship
The General Assembly is chaired by the President, in his or her absence by the Secretary General or else by a member of the Executive Committee designated for this purpose by the Executive Committee.
Art. 16. Votes
Each member has one vote.
Resolutions are passed by simple majority of present or represented votes, except when otherwise regulated by law or these statutes.
In case of an equal number of votes, the President, or, if applicable, the Secretary General or the member of the Executive Committee standing in for him or her, shall have the casting vote.
Art. 17. Proceedings
The decisions of the General Assembly are recorded in a register of minutes kept at the head office of the Association.
All members or third parties showing an interest may request extracts.
Part Four – Administration, Daily Operations
Art. 18. Executive Committee
The Association is run by an Executive Committee consisting of an odd number of between five to thirteen members.
The members of the Executive Committee are elected by the members at the General Assembly for a two-year term and at all times dismissible by the General Assembly. Outgoing members of the Executive Committee may be re-elected.
The elections shall be by secret ballot.
The President, Secretary General and Treasurer are members of the Executive Committee appointed to their functions by the Executive Committee for a two year term and at all times dismissible by the Executive Committee. Outgoing members may be re-elected.
The elections shall be by secret ballot.
If the position of President, Secretary General or Treasurer should become vacant for whatever reason, it will filled for the remaining duration of the term by a member of the Association appointed by the Executive Committee.
Art. 19. Positions
If the President is prevented from attending, the Secretary General or any other member appointed by the Executive Committee shall stand in for the President.
The position of a member of the Executive Committee is unpaid, unless the General Assembly decides otherwise. The latter also decides on potential representational or travel allowances for members of the Executive Committee.
Art. 20. Powers
The Executive Committee has the broadest powers to run and manage the Association. Its powers are executed collectively. The only exclusions from its competence are the acts assigned by law or by these statutes to the competence of the General Assembly. It may, without this being an exhaustive list, represent the Association in all judicial and extrajudicial proceedings, prepare internal rules of the Association, make and execute all acts, enter into all contracts, make concessions and compromises, acquire, exchange and sell all movable and immovable property, mortgage, borrow, enter into long-term leases, accept bequests, subsidies, donations and transfers of any kind, relinquish all rights, transfer all powers to representatives of its choice, be they members or not.
The Executive Committee may also receive any funds and assets, withdraw any deposited funds and assets, open any kind of bank and post office giro account, carry out any kind of transaction via these accounts, rent safe deposit boxes, pay all amounts owed by the Association, relinquish all contractual rights and rights in rem as well as all valuable and personal guarantees, cancel, transfer, distrain primarily land registrations and mortgages, have judgments enforced and reach settlements.
The Executive Committee appoints, by itself or via a representative, all agents, employees and staff members of the Association and also dismisses them. It specifies their tasks and payment.
Legal actions, whether as plaintiff or defendant, are taken by the Executive Committee in the name of the Association, by the Executive Committee.
Art. 21. Responsibilities of the Association
All documents committing the Association with the exception of daily operations shall be signed by two members of the Executive Committee, one of whom must be the President.
They do not need to justify their power to third parties.
For all daily operations the signature of a single member of the Executive Committee is sufficient.
Art. 22. Responsibilities of the members of the Executive Committee
The members of the Executive Committee are not to be held personally liable due to their function, and are only responsible for the execution of their mandate.
Art. 23. Meetings
The Executive Committee shall meet at least twice annually and whenever at least a third of its members request it. This request shall be sent by mail to the President. The Executive Committee meeting shall take place at the earliest eight days after the President has received said request.
Executive Committee meetings are convoked by the President or the Secretary General.
Each member of the Executive Committee may give proxy to another member of the Executive Committee. Each member can only hold two proxies.
Art. 24. Votes
Decisions shall be taken by absolute majority of the votes. In the event of parity of votes, the vote of the President or, if the President is prevented from attending, the vote of the member of the Executive Committee standing in for the President, shall have the casting vote.
Art. 25. Proceedings
The decisions shall be recorded in the form of minutes in a special register kept at the head office of the Association.
Part Five – Various Regulations
Art. 26. Funding
The Association is mainly funded by the annual membership fees, as well as subsidies, gifts and donations.
On proposal of the Executive Committee and with its approval, a General Assembly convened for this particular purpose may decide that members are required to pay additional fees to cover extraordinary expenses, provided that the maximum sum stated in article 9 is not exceeded.
Art. 27. Financial Year
The financial year starts 1 January and ends 31 December.
Accounts of the year ended and the budget for the following financial year shall be annually submitted for approval by the ordinary General Assembly.
Art. 28. Change of Statutes and Dissolution of the Association
The General Assembly can only validly deliberate and decide on the dissolution of the Association or an amendment of the statutes in accordance with articles 8 and 20 of the Belgian law of 27 June 1921 on non-profitmaking associations. If less than two thirds of the members are present at the General Assembly, a second meeting shall be convened two weeks after the first meeting, according to article 8(3) and article 20(1) of the Belgian law of 27 June 1921. The second meeting shall deliberate validly irrespective of the number of members present, under the condition that this possibility was clearly expressed in the convening notice.
Any amendment of statutes shall be published in the month of the decision in the annexes of the Moniteur Belge. This is also required for the appointment, resignation or dismissal of a member of the Executive Committee.
In case of the dissolution of the Association the General Assembly will appoint one or more liquidators and determine their powers, specify their potential payment, and decide for which purpose the net assets of the Association will be used. In any state of affairs, they shall be transferred to a non-profit organisation or a foundation pursuing similar goals.
Art. 29. Internal Rules
The Executive Committee may propose internal rules to the General Assembly. The General Assembly may decide on amendments of these rules with a simple majority of present and represented members.