Statutes

Also available as ACE Statutes En, approved 2025-06-25.pdf and the official French-language original ACE Statuts Fr, approuvés 2025-06-25.pdf.

Unofficial translation into English of the legally binding French-language statutes. All references to law are to Belgian law – first reference to each is italicised and translated, further references use the translation or abbreviation only.

Statutes of the European Association of Film Archives

Approved by the ACE General Assembly of 25 June 2025.

1. Legal form, name, registered office, purpose, object and duration

Article 1 – Legal Form and Name

The Association is constituted as an entity with legal entity, and more specifically takes the form of an association sans but lucratif (non-profit association, ASBL).

Its name is the “Association des Cinémathèques Européennes”, abbreviated to “ACE” (hereinafter referred to as “the Association”) – translated into English as the “European Association of Film Archives”.

Article 2 – Registered Office

Its registered office is located in the Brussels-Capital Region, at Hôtel de Clèves, rue Ravenstein 3, 1000 Brussels, Belgium.

Its website is at ace-film.eu and its e-mail address is ace@ace-film.eu.

Article 3 – Definitions, Purpose and Object

Film is defined as any recording of moving images, with or without accompanying sound, whatever the medium: cinematographic film, video tape, digital file, or any other process known or to be invented.

Film heritage is defined as that of films produced primarily for screening in cinemas, but encompassing all forms of film and audiovisual work.

Film archive is defined as any entity or institution working in the sector related to the objectives of the Association, whether it is designated as a cinémathèque, film archive or under any another such name.

The aim of the Association is, on the one hand, to preserve and promote European film heritage and, on the other hand, to develop co-operation between its members.

The Association may take any action which contributes directly or indirectly to the achievement of its purpose. To this end, the Association may:

  1. promote the conservation and restoration of European film heritage in general;
  2. search worldwide for European films that are considered lost;
  3. promote the cataloguing of film heritage produced in Europe;
  4. to promote reciprocal knowledge of archive catalogues through the creation and development of databases for its members;
  5. to promote the dissemination to the public of film heritage that has been preserved and possibly restored by its members;
  6. to promote the study of the various legal contexts in relation to the missions of film archives and to propose the corresponding protection measures, both at national and European level;
  7. to promote training in all areas of film archiving;
  8. to promote co-operation between its members in all areas of film archiving;
  9. to promote the art and culture of film;
  10. to promote co-operation with other international bodies, especially the International Federation of Film Archives (hereinafter “FIAF”) and any other organisations operating at European level.

The Association shall organise or take part in the organisation of exhibitions, meetings, symposia or conferences, publish or take part in the publishing of publications and promote or take charge of the dissemination of information in all forms and on all media in order to make European film heritage better known.

The Association may enter into agreements with all European institutions, with all European states, with natural or legal persons and with other non-profit associations.

It may also associate itself with other associations, organisations, groups, institutions or natural or legal persons whose aims are the same as or similar to its own or whose aims further its purpose.

The Association may carry out all acts directly or indirectly related to its purpose or likely to further it, including incidental commercial activities, the proceeds of which shall be devoted to the achievement of its non-profit-making purposes.

The Association may receive any material or financial aid or contribution from public or private legal entities or individuals. Funds and materials collected in this way must be used exclusively to achieve the Association’s aims. The Association may lend its assistance and take an interest in any activities pursued by organisations with a similar aim.

Article 4 – Duration

The Association is established for an indefinite period. It may be dissolved at any time.

2. Members

Article 5 – Conditions for admission of members

The Association is made up of members. The number of members is unlimited and may not be less than three.

Members enjoy the full rights granted to members by le Code des sociétés et des associations (the Companies and Associations Code) and these statutes.

Existing film archives or those to be created in a European state may apply for membership, provided that they are a member of FIAF or that they are non-commercial film heritage institutions with a public mission and that, prior to their admission to the Association, they have signed a declaration of adherence to the FIAF Code of Ethics.

In order to become members, they must also be presented by at least two members and admitted in this capacity by decision of the executive committee and, in order to maintain this status, they must pay their annual membership fee.

Article 6 – Communication to members

Unless otherwise required by law, all communication to members, including notices of general assemblies, will be sent by e-mail to the address provided by the member to the executive committee. Each member is responsible for informing the executive committee without delay of any change to their e-mail address.

Information on the Association’s activities and any other document not required by law may be made available only on the Association’s website.

Article 7 – Resignation and exclusion of members

Members are free to withdraw from the Association at any time by sending their resignation by e-mail to the executive committee.

The following may be deemed by the executive committee to have resigned

  • A member who fails to pay the membership fee due within one month of the reminder sent by e-mail.
  • A member who no longer meets the conditions for admission set out in Article 5.

The exclusion of a member is decided by the General Assembly. The General Assembly may only validly decide on the matter if the exclusion is explicitly stated in the notice of meeting and if at least two-thirds of the members are present or represented. Exclusion is decided by secret ballot, by a two-thirds majority of the votes present or represented, after the member has been heard, if they so wish. In this case, invalid and blank votes as well as abstentions are not taken into account, neither in the numerator nor in the denominator.

The executive committee may temporarily suspend, pending a decision by the General Assembly, any member guilty of a serious breach of these statutes or the law.

A member who resigns, is suspended or excluded has no right to Association’s assets. They may not claim or request statements, inventories or reimbursement of membership fees paid.

Article 8 – Register of members

The Association keeps at its registered office a register of members in digital form under the responsibility of the executive committee. This register includes their company name, legal form, company number and registered office, as well as the full name(s) of their representative(s).

Any decision to admit, resign or exclude members is entered in the register by the executive committee within eight days of the executive committee becoming aware of the change(s).

All members may consult this register by sending a justified request to the executive committee by e-mail.

Article 9 – Liability of members

Members are not liable for commitments made on behalf of the Association.

Article 10 – Membership fees

The amount of the annual membership fee is set by the General Assembly, but may not exceed €3,000.

3. General Assembly

Article 11 – Composition

The General Assembly is made up of all the members of the Association. It is chaired by the president of the executive committee or, if they are absent, by the most senior member of the executive committee present.

Any person may be invited to the General Assembly, provided they have prior approval by the executive committee.

Article 12 – Powers

The General Assembly has the powers expressly granted to it by the Companies and Associations Code or these statutes. A resolution of the General Assembly is required for:

Article 13 – Operation

At least one General Assembly must be held each year in June.

The Association may be convened to an Extraordinary General Assembly at any time by decision of the executive committee or at the request of at least one fifth of the members. In the latter case, the executive committee shall convene the General Assembly within twenty-one days of the request to convene the meeting. The General Assembly is held at the latest within forty days of the request.

Members are convened to General Assemblies by e-mail, sent by the executive committee at least fifteen days* before the meeting.

The convocation email shall contain the agenda, date, time and place of the meeting. The documents to be discussed at the General Assembly must be attached to the notice of meeting or made available.

Any proposal signed by one-twentieth of the members must be included on the agenda, provided that the proposal is communicated to the executive committee at least twenty-one days in advance.

The General Assembly may not validly deliberate on an item that is not mentioned on the agenda, unless a simple majority of the members present consider that the item cannot be postponed for reasons of urgency. It may never do so in the event of an amendment to the statutes, the exclusion of a member, the voluntary dissolution of the Association and the conversion of the Association from an AISBL into a cooperative company accredited as a social enterprise.

* Counted from midnight to midnight, and in “calendar” days, including Saturdays, Sundays and public holidays.

Article 14 – Attendance and voting quorums

Each member has the right to attend the meeting. Each member, as a legal entity, is required to notify the president in advance by e-mail of the name of the natural person who will represent it.

Members may be represented by another member who holds a duly signed written proxy, but members may not hold more than two proxies.

Except in the cases provided for by the Companies and Associations Code, the General Assembly is valid only if the majority of members are present or represented.

If this quorum is not reached at the first meeting, a second meeting must be convened, which may deliberate validly regardless of the number of members present or represented.

Decisions are taken by an absolute majority of the votes present or represented, except where otherwise provided by the Companies and Associations Code or these statutes.

Each member has one vote.

Invalid and blank votes, as well as abstentions, are not taken into account when calculating majorities.

In the event of a tie, the chairman of the meeting has the casting vote.

Voting is by show of hands, unless a simple majority of the members present or represented request that the ballot be secret. However, when the vote relates to decisions concerning individuals, the ballot is always secret.

Article 15 – Amendments to the Statutes

The General Assembly may only validly deliberate on amendments to the statutes if the amendments are explicitly stated in the notice convening the meeting and if the meeting is attended by at least two-thirds of the members, whether present or represented.

Amendments are adopted by a two-thirds majority of the votes of the members present or represented.

However, amendments relating to the Association’s purpose or corporate object may only be adopted by a majority of four-fifths of the votes of the members present or represented.

If two-thirds of the members are not present or represented at the first meeting, a second meeting of the General Assembly may be convened, which may validly deliberate regardless of the number of members present or represented, and which may adopt amendments by a majority of four-fifths of the votes of the members present or represented for amendments concerning the corporate purpose or object of the Association, and by a majority of two-thirds of the votes of the members present or represented for all other amendments.

The second meeting may not be held less than fifteen days after the first meeting.

When the General Assembly decides on amendments to the statutes, invalid or blank votes and abstentions are not taken into account when calculating majorities.

Article 16 – Dissolution, contribution of a universality free of charge, transformation

The General Assembly may dissolve the Association only under the same conditions as those relating to the modification of the object or purpose for which the Association was formed.

The General Assembly may only decide on a free of charge contribution of assets or on the conversion of the Association into an AISBL, into a cooperative company accredited as a social enterprise in accordance with the rules laid down by the Companies and Associations Code.

When the General Assembly decides on the dissolution of the Association, a free of charge contribution of assets or the conversion of the Association into an AISBL, into a cooperative company accredited as a social enterprise, invalid and blank votes as well as abstentions are not taken into account for the calculation of majorities.

Article 17 – Minutes and publications

The decisions of the General Assembly are recorded in a register of minutes, signed at least by the general representatives (see the rule set out in Article 28 of these statutes) of the Association and by any members and members of the executive committee who so wish. This register is kept in digital form at the registered office, where members may consult it by simple request, with reasons, sent to the executive committee by e-mail.

Decisions of an individual nature may be brought to the attention of third parties who demonstrate an interest, by e-mail signed by a member of the executive committee appointed for this purpose.

Decisions relating to amendments to the statutes, the appointment and dismissal of members of the executive committee and delegates for day-to-day management, and the dissolution or transformation of the Association, are filed without delay with the clerk of the competent company court for publication in the Moniteur belge.

4. The Executive Committee

Article 18 – Composition

The Association is administered by an executive committee consisting of a minimum of three and a maximum of nine persons, appointed by the General Assembly from among the representatives of the members of the Association.

The executive committee has to have an odd number of members when first elected.

The Association’s employees may not be members of the executive committee, but they may be invited to its meetings in an advisory capacity.

Article 19 – Election

Any representative of a member of the Association may stand for election to the executive committee.

Only members who have paid their membership fee are entitled to vote.

Each eligible member may vote for a maximum of nine candidates.

Any ballot paper bearing more than nine votes is invalid.

A candidate must receive valid votes from at least 25% of the members present or represented.

If the nine candidates do not achieve a quorum of 25% in the first round of the election, there will be a second round, which will also require a quorum of 25%.

In the event of a tie after the second round, the winning candidate will be drawn by lot.

Article 20 – Term of office and termination

The term of office is two years. Retiring members may be re-elected.

Membership shall expire only upon expiry of the term of office, death, resignation or dismissal, or when they are no longer a representative of a member of the Association.

If the expiry of a member’s term of office results in the number of members of the executive committee falling below the legal or statutory minimum, an Extraordinary General Assembly shall be called to replace the said member.

Any member of the executive committee may be removed from office at any time by a decision of the General Assembly, which need not justify its decision. If necessary, the General Assembly replaces the dismissed member.

Article 21 – Resignation

Any member of the executive committee wishing to resign must notify the executive committee of their resignation by e-mail. If the resignation results in the number of members of the executive committee falling below the legal or statutory minimum, the member remains in office until replaced.

A member of the executive committee may be deemed to have resigned if they fail to attend three successive meetings of the executive committee without being duly represented.

In the event of a vacancy occurring before the end of the term of office of a member of the executive committee, the remaining members have the right to co-opt a new member. The first subsequent General Assembly must confirm the mandate of the co-opted member; in the event of confirmation, the co-opted member completes the term of office of his predecessor, unless the General Assembly decides otherwise. If there is no confirmation, the co-opted member’s term of office ends at the close of the General Assembly, without prejudice to the regularity of the composition of the executive committee up to that time.

Article 22 – Functioning

The executive committee is a collegiate body. Its decisions are valid when taken at a meeting, in compliance with the attendance and voting quorums provided for in the following article 23.

Decisions may be taken remotely, provided that the decision is taken in writing and is adopted unanimously.

The executive committee elects from among its members a president, a treasurer and a secretary general. The same member may be appointed to more than one position. Elections shall be by secret ballot.

Meetings of the executive committee are chaired by the member appointed for this purpose.

If the president, secretary general or treasurer are temporarily unable to act, the executive committee may appoint one of its members to replace them on an interim basis.

Members of the executive committee hold office without pay. They may be reimbursed for expenses incurred in the performance of their duties.

Article 23 – Attendance and voting quorums

The executive committee meets when convened by the member of the executive committee appointed for this purpose, whenever the needs of the Association so require, or at the request of two members of the executive committee.

It may only take decisions if half of its members are present or represented.

A member of the executive committee may be represented by another member holding a duly signed written proxy, provided that the latter does not hold more than two proxies.

Resolutions are passed by an absolute majority of the votes present or represented.

Invalid and blank votes, as well as abstentions, are not taken into account when calculating majorities.

In the event of a tie, the president has the casting vote.

Article 24 – Conflicts of interest

A member of the executive committee who, in the context of a decision to be taken, has a direct or indirect interest of a pecuniary or moral nature which is opposed to that of the Association, must inform the other members of the executive committee before it takes a decision. Their declaration and explanation of the nature of the conflicting interest must be included in the minutes of the meeting of the executive committee at which the decision is to be taken. The executive committee may not delegate this decision.

The member of the executive committee affected by the conflict of interest described in the previous paragraph may not take part in the deliberations of the executive committee concerning these decisions or operations, nor may they vote on this point. If the majority of the members of the executive committee present or represented are in a position of conflict of interest, the decision or transaction is submitted to the General Assembly. If the decision or transaction is approved by the General Assembly, the executive committee may implement it.

However, this article does not apply when the decisions of the executive committee relate to customary transactions entered into under normal market conditions and guarantees for transactions of the same nature.

Article 25 – Register of Minutes

The decisions of the executive committee are recorded in a register of minutes signed by the general representatives of the Association (see the rule set out in Article 28 of these statutes) and by any members of the executive committee who so wish. This register is kept in digital form at the registered office, where members may consult it by a justified request sent to the executive committee by e-mail.

Article 26 – Powers

The executive committee has the power to perform all acts necessary or useful to the realisation of the Association’s purpose as defined above. Its powers do not extend to acts reserved for the General Assembly by the Companies and Associations Code or by these statutes.

Article 27 – Day-to-day management

The executive committee may delegate, under its responsibility, the day-to-day management of the Association, with the use of the relevant signature, to one or more members or directors of the Association, or to one or more third parties. If there are several delegates, they shall act as a body.

The term of office of the day-to-day delegate(s) is one year and is renewable.

The function of day-to-day delegate may be remunerated. In this case, the executive committee will determine the amount of remuneration to be paid.

The powers of the delegate(s) for day-to-day management are limited, in accordance with the Companies and Associations Code, to acts and decisions which do not exceed the needs of the day-to-day life of the Association, as well as acts and decisions which, either because of the minor interest they represent or because of their urgent nature, do not justify the intervention of the executive committee. In all cases, day-to-day management actions shall not exceed the sum of €2,000.

Article 28 – General representation of the Association

Legal proceedings, whether as plaintiff or defendant, shall be brought or defended in the name of the Association by the president and a member of the executive committee acting jointly.

Deeds that bind the Association, other than day-to-day management deeds, shall be signed jointly, unless specially delegated by the executive committee, by the president and a member of the executive committee, who shall not be required to justify their powers to third parties.

Article 29 – Publications

Documents relating to the appointment or termination of office of members of the executive committee and persons delegated with day-to-day management shall state their surname, first names, domicile, date and place of birth.

All documents are filed as soon as possible with the clerk of the competent company court, with a view to publication in the Moniteur belge.

Article 30 – Liability of Members of the Executive Committee

The members of the executive committee do not enter into any personal obligations relating to the commitments of the Association. They are only liable for faults committed in the performance of the task entrusted to them.

5. Internal regulations

Article 31 – Adoption and amendment

Internal regulations may be drawn up by the executive committee, which shall submit them to the General Assembly for approval and any amendments thereto. The latest approved version of the internal rules is available on the Association’s website.

6. Accounts and budget

Article 32 – Financial year and keeping of accounts

The financial year begins on 1 January and ends on 31 December.

The executive committee draws up the accounts for the previous year in accordance with the provisions of Book 3 of the Companies and Associations Code and Book III, Title 3, Chapter 2 of Code de droit économique (the Code on Economic Law), as well as the budget for the following year, and submits them to the annual General Assembly for approval.

7. Dissolution up and liquidation

Article 33 – Liquidation

Except in the case of dissolution by court order, only the General Assembly may dissolve the Association in accordance with Book 2, Title 8, Chapter 2 of the Companies and Associations Code. In this case, the General Assembly appoints one or more liquidators, determines their powers and their remuneration, if any, and indicates the use to be made of the net assets.

Any decision relating to the dissolution, the conditions of liquidation, the appointment and termination of the liquidator(s), the closure of the dissolution and the allocation of the net assets shall be filed and published in accordance with the Code of Company Law and Associations.

Article 34 – Allocation of the remaining net assets

In all cases of voluntary or judicial dissolution, after all debts have been settled, the net assets will be allocated to another organisation pursuing a non-profit aim similar or related to that of the Association.

Article 35 – Application of the Companies and Associations Code

All matters not expressly provided for in these statutes are governed by the Companies and Associations Code.