European Communication Research |
Statutes
TITLE I. NAME, SEAT AND SOCIAL PURPOSE OF THE ASSOCIATIONArticle 1
The name of the international non-profit association with Scientific and Educational Aims, referred to in these Statutes as the Association, shall be the "European Communication Research and Education Association AISBL". In shortened form, the association may use the name: “ECREA”. All deeds, invoices, notices, announcements and other documents issued by the Association must bear the name of the Association, immediately preceded or followed by the wording “association internationale sans but lucratif” (international non-profit association) or by the relevant abbreviation “AISBL” along with the address of the Association’s head office. Article 2
The head office of the Association is located within the Brussels Capital Region. The Association is subject to the jurisdiction of the judicial district of Brussels. The address at which the registered office of the Association is located may be transferred to any other location in the Brussels Capital Region, without a change of the articles of association, by decision of the Governing Body, without this giving rise to a change in the language of the statutes. Article 3
a) The Association is an international non-profit association with the following social purpose:
b) In order to achieve the above mentioned social purpose, the Association may take any and all initiatives and activities that directly or indirectly relate thereto to help achieve them or would be necessary, useful or desirable for the furtherance or accomplishment of the social purpose of the Association, as interpreted in the broadest sense. The Association is authorised, in addition, to carry out profitable activities in so far as they are in line with the social purpose as defined above, and are ancillary to these in nature, and provided that any profits generated are fully attributed to the achievement of the altruistic purposes pursued by the Association. TITLE II. MEMBERSHIPArticle 4
The Association is composed of Full Members, as defined in Article 5. The number of members is unlimited, but may not fall below two Full Members. In addition to legal requirements, full members possess the rights and obligations conferred upon them by these Statutes. If an internal regulation is drafted, the internal regulation may only specify the means of exercising these prerogatives or obligations. Article 5
Full Members shall include: a) Institutional members: legal bodies such as universities with relevant departments, legal bodies with relevant policy departments and legal bodies with professional research from all parts of Europe, which are concerned with media and communications research or dedicate all or part of their activity to such research. Each institutional member is entitled to five votes. b) Individual members: all persons who are active in the field of communication research or education. This also applies to persons living outside Europe who are conducting research into communication in Europe. Each individual member carries one vote. Institutional and individual members differ in that while both subcategories have similar rights and both are held to pay an annual membership fee as set out below, the exact amount of the annual fee payable by individual members is lower than the one due by institutional members.
a) Junior Scholars (PhDs, early career up to a year after finishing their PhD); Article 6
Acceptance of new members is subject to the following conditions: a) The Governing Body may grant institutional membership and individual membership as of right to institutions and individuals who are working in the field of communications research and communications education. Prospective members must complete and send in a membership application form. If approved by the Governing Body, the membership becomes official upon receipt of the membership fee. The membership fee covers one calendar year, beginning January 1. A membership fee paid at any time during a calendar year covers the remainder of that year and must be renewed the following January 1 for the following year. Failure by a member to pay the annual membership fee within 12 weeks after being invited to do so, will result in a (temporary or definite) suspension of such party’s membership, whereby reinstatement is conditional upon the annual membership fee being paid out to the Association by the suspended party. b) Any member may resign from the association at any time by announcing their resignation via letter or e-mail to the General Secretary of the Governing Body. An individual or institution who does not pay membership fees can be excluded. Exclusion of Individual or Institutional members can only be decided by the General Assembly, but the Governing Body can pronounce suspension until the next meeting of the General Assembly. c) Members who resign or who are excluded from membership, as well as creditors, heirs, or persons entitled to the estate of a member who is deceased or bankrupt (in the case of a legal entity), shall have no right to the Association’s assets. They may not claim or request any account statements, surrendering of financial statements, reimbursement of membership fees, the affixing of seals as a conservatory measure, or inventory of assets. Article 7
The bodies of the Association are as follows:
7.1 The Governing Body 1. The Governing Body is a working body. This implies that each Governing Body member is delegated a specific number of duties (in accordance with article 15 of the Statutes). The duties of all Governing Body members are decided by the Governing Body. 2. The Governing Body includes one Networks representative, two Sections representatives, one Temporary Working Groups representative as stipulated in Title IV of the internal regulations and an ECREA Summer School International Director as stipulated in Title VI. 3. Positions in the Governing Body are subjected to following restrictions:
4. If a Governing Body member joins the Governing Body during an ongoing term, this incomplete term will still be considered the first full term of Governing Body membership. Following present article, the Governing Body member can remain on the Governing Body for only one additional consecutive term. 5. A Governing Body member can resign by sending a written letter of resignation to the Governing Body. The resignation needs to be acknowledged by the Governing Body and by the General Assembly. If by voluntary resignation, expiration of term or having been deposed, the number of directors has fallen below the statutory minimum stipulated in these articles of association, the outgoing member will remain in office as Governing Body member for an additional six months in order to organise a new phase of elections, as specified in these articles of association. 6. The Governing Body will publish an Annual Report, which will also include all yearly activity reports of the individual Governing Body members, and all activity reports of the Sections, Temporary Working Groups and Networks, the Advisory Board and the Ethics Committee (see internal regulations). 7. The meetings of the General Assembly, and the meetings of the Governing Body as stipulated in these articles of association can be held either in person or by suitable electronic means and this according to the Code of Companies and Associations. The Daily Governing Body must be able to verify the capacity and identity of the members by means of the electronic means of communication used. The electronic means of communication shall at least enable members to directly, simultaneously and continuously take note of the proceedings at the meeting and to exercise their right to vote on all items on which the meeting is called upon to decide. 8. In case of Governing Body meetings the following procedure is used.
9. The election of the Governing Body, with minimally three members and maximally 15 members, by the General Assembly after a four-year term is organized as follows. Elections are organized at ECREA conferences every two years to fill available seats in the Governing Body.
7.2 The Daily Governing Body The Daily Governing Body, also known as the Bureau, which consists of the President, the Vice-President, the Treasurer, the General Secretary (as mentioned in article 13 of the Statutes), and (optionally) supported by administrators, taking into account that regional, gender, age and ethnical diversity. 1. The Governing Body delegates the day-to-day business of the association in accordance with article 15 of the Statutes to the Daily Governing Body, which consists of the President, the Vice-President, the Treasurer, the General Secretary and (optionally) supported by administrators, taking into account that regional, gender, age and ethnical diversity. 2. The Daily Governing Body is responsible for the preparation of the Governing Body meetings, the communication with and consultation of the membership, the organization of the administrative support, the accounts and the budget, and the coordination of the activities of the individual Governing Body members. The Daily Governing Body also supervises the organization of ECREA events, the ECREA publications, and the coordination of the Sections, Temporary Working Groups and Networks. The Daily Governing Body can seek the collaboration of other Governing Body members and regular members on all of its activities. These collaborations can be on an individual basis or through the establishment of Task Forces. 3. The establishment of a Task Force requires a clear definition of concrete purpose, objectives, activities with timeframe to achieve objectives and proposed members of the Task Force, taking into consideration regional, gender, age and ethnic diversity as appropriate to the specific nature of the Task Force. The establishment of a Task Force requires the approval of the Governing Body. Task Forces are typically established for a duration of 2 years. This term can be renewed by the Governing Body for another two years. Task Forces report to the Governing Body annually before the end of January of the following year. 4. The General Secretary is responsible for all membership-related matters. This includes the written notification of a member resignation; the Treasurer is responsible for the accounts and the budget; and the administrator (if this position is filled) is responsible for the organization of the decision-making processes within the Daily Governing Body and the Governing Body, and for the organization of the General Assemblies. The General Secretary also oversees the record keeping of the decisions of the General Assembly and the records of the decisions of the Governing. 5. The Treasurer will collaborate with the ECREA accountants in devising the budget, financial report and daily financial management of the accounts. The Treasurer will oversee the administrators (if they exist) in the daily financial activities. 6. The Daily Governing Body reports to the Governing Body at the Governing Body meetings. 7. The Governing Body can propose a forced resignation of any Daily Governing Body member if one third of the members of the Governing Body deem it necessary. The Governing Body proposes the forced resignation in writing to the President or to the General Secretary if the President’s resignation is sought. The forced resignation of the Daily Governing Body member(s) needs to be approved by a simple majority of the Governing Body and confirmed by the a simple majority in the General Assembly. For the calculation of the simple majorities, any abstentions and invalid votes are not included either in the numerator or in the denominator. Consequently, they will not count as votes against. In cases when Daily Governing Body member(s) who were forced to resign, the Governing Body should organise by-elections. The new nominations should be voted upon at the same General Assembly which dismisses the previous member(s) of the Daily Governing Body. Article 8
All members can consult the members register at the registered office of the association. In order to do this, they must send a written request to the Governing Body with whom they will agree a date and time for consultation of the register. This register cannot be relocated. Furthermore, all members have all the rights and obligations as laid down in the Belgian Code of Companies and Associations. Consequently, suspension of membership as described herein results in the incapability to exercise such rights and obligations for the duration of the suspension. The members pay a membership fee, which the General Assembly determines every year for each membership category upon a proposal from the Governing Body. Insofar a member fails to pay the membership fee after having been invited to do so by the Governing Body, such party’s membership shall be suspended automatically until payment of the membership fee in full has been carried out to the attention of the Association. A suspended, resigning or excluded member shall be bound to pay their membership fee for the calendar year in which its resignation is submitted or its suspension or exclusion is pronounced. A suspended, resigning or excluded member is not entitled to a refund of any membership fees paid. TITLE III. GENERAL ASSEMBLYArticle 9
a) The general organ of direction of the Association is the General Assembly, which has the ultimate authority in implementing the social purpose of the association. b) The General Assembly consists of all the Full Members (i.e. the institutional members and individual members). Article 10
a) The General Assembly ordinarily meets every year chaired by the President of the Daily Governing Body. In the event the President is unable to chair the General Assembly, the Vice President shall take their place, assisted by the Treasurer and the Secretary General. Likewise, should the Vice President be unable to chair when required, the Secretary General shall take their place, assisted by the Treasurer. The Governing Body meets at the head office of the association, at another physical place or virtually and this according to the Belgian Code of Companies and Associations, which is to be specified in the notice calling the meeting. b) The General Assembly must be actively convened by ways of a.o. announcement on the website or email. The notice calling the meeting along with the preliminary agenda is to be issued by the Governing Body at least 60 days in advance, unless urgency requires this period to be shortened to 15 days. In case of an ordinary General Assembly, members can suggest items to the agenda up to 30 days in advance. c) At least one general assembly must be held each year, within six months after the end of the financial year at the latest. d) The notice convening the General Assembly is to include a clear and precise description of the procedures regarding remote participation. If the association has a website as referred to in Article 2:31 of the Belgian Company Code, the procedures will be made accessible on the association website for those who are entitled to participate in the General Assembly. As such, members joining the General Assembly by way of a digital communication method which enables (real-time) participation in discussions and resolutions, are deemed to be present and fully capable of exercising their voting rights, unless said voting rights are subject to ulterior restrictions. e) An extraordinary meeting must be convened if requested by at least one fifth of the Full Members or may be called at any time by the Governing Body. A proposal signed by at least one twentieth of the full members must be put on the agenda of a General Assembly meeting. f) Without prejudice to legal or statutory provisions requiring specific attendance and/or voting majorities, no attendance quorum is in place for the General Assembly, which is as such duly convened regardless of the number of members in attendance or being represented, and which resolves by way of simple majority of those (re)present(ed). Article 11 Each full member can be represented at the General Assembly by another full member by way of a written and signed proxy delivered before the votes or elections. However, each full member cannot represent more than one member, institutional or individual. Article 12
a) In ordinary cases and except where otherwise provided by the statutes or the Belgian Code of Companies and Associations, resolutions are decided by a simple majority of the actual members present and represented. In the case of a tie, the vote of the President or the Vice President replacing the former, the Treasurer or Secretary General respectively will be decisive. b) All members will be informed about the decisions taken at the General Assembly. Decisions can be made on issues which were not on the agenda only if agreed unanimously by the Governing Body members present, except if required otherwise by the statutes or by the Code of Companies and Associations. c) The decisions of the General Assembly will be recorded in a register, signed by the General Secretary of the Governing Body and kept by the President of the Governing Body. The register will be available to the members. Article 13 The General Assembly holds the powers expressly recognised by the Belgian Code of Companies and Associations or by the present statutes. Of its exclusive competence are, among others:
TITLE IV. GOVERNING BODYArticle 14 a) The Governing Body, which shall consist of at least three and no more than fifteen members, will manage the association's current business. The General Assembly shall elect by simple majority the members of the association's Governing Body for a four-year term. A member of the Governing Body may serve no more than two consecutive terms. As long as the Association has only two Members, the Governing Body is validly composed of two members. b) Members of the Governing Body can be forced to resign by the General Assembly by a two-thirds majority vote of the members present or represented. c) The Governing Body may, on a discretionary basis, resolve to install, alter and dissolve (sub) committees and/or so-called task forces, in which case the Governing Body can also modulate the make-up, powers and/or other aspects deemed relevant, taking into account the internal regulations which sets out further details. d) Each member of the Governing Body ensures the proper execution of his or her mandate, taking into account at all times the Association’s best interests. Individual members of the Governing Body and / or other parties carrying out governance duties are liable for errors made in the execution of their mandate, it being understood that such liability is limited to decisions, acts or conduct that are manifestly outside of the range within which normally prudent and diligent holders of the same mandate, placed in the same circumstances, might reasonably disagree. In any case, the provisions regarding liability, as set out in the BCCA, apply and shall continue to do so. Article 15 The Governing Body shall appoint from its members the President, the Vice President, the Secretary and the Treasurer. Article 16
a) The Governing Body meets at least once a year. The meetings of the Governing Body can be physical or virtual. The Board can be convoked by ways of announcement in the virtual ECREA Boardroom, on the website, by email or by registered post. b) Each Governing Body member may be represented by another board member by way of a written and signed proxy. Each Governing Body member can only represent one other board member. The Executive Board can only decide legally if at least half of the board members are present or represented. Article 17
a) The Governing Body can decide on all management matters, except those which fall within the authority of the General Assembly. These management matters are set forth in detail in the internal regulations, which include further modalities as applicable. b) The Governing Body can entrust the day-to-day business of the association to its President, a board member or a manager; the Daily Governing Body has been entrusted with these responsibilities and does so in accordance with the internal regulations. The Governing Body may also delegate on its authority certain well-defined duties to one or more other persons, as set out in the internal regulations. c) The Governing Body may establish and dissolve Sections and Networks whose members share research and teaching interests consistent with the aims of the Association. The Governing Body will establish guidelines for Sections and Networks. Article 18
a) The Governing Body shall decide by a simple majority of votes, either present or represented. In the case of a tie, the vote of the President or of the Board member replacing the President (i.e. the Vice President, Treasurer or Secretary General, respectively) will be decisive. b) The decisions of the Governing Body shall be recorded in a register, signed by the General Secretary of the Governing Body and kept by the President of the Governing Body. The register shall be available to the members. Article 19 All legal documents which bind the association shall be signed by the President and one other board member, except in case of special proxies or for specific tasks for which the Governing Body has decided otherwise. Article 20 The Governing Body acts on behalf of the association in legal cases. It is represented by the President or another Board Member appointed by the Governing Body. TITLE V. OTHER CLAUSESArticle 21 a) Amendments to the statutes or the dissolution of the association must be proposed by the Governing Body or by two-thirds of the full members of the association. b) The General Assembly can only discuss amendments to the statutes or dissolution of the association if two-thirds of the members are present or represented and if a majority of two-thirds of the votes is reached, except for changes to the aims of the association, which requires a majority of 4/5. c) If the General Assembly does not reach the quorum of two-thirds of its full members, the call for a second General Assembly may be issued, according to the same rules as the first one. This second General Assembly cannot be held less than 15 days after the first meeting and can decide firmly and legally regarding the proposals submitted, notwithstanding the number of members present or represented. Amendments to the statutes will only take effect after completion of the formalities required by the Belgian Code of Companies and Associations. d) The General Assembly shall determine the manner in which the Association is dissolved and wound-up. In case of dissolution, the assets of the association must be allocated to non-profit purposes. Article 22
The budget year of the association begins January 1 and ends on December 31. The General Assembly approves the financial statements and budget on a yearly basis. The annual accounts are filed with the Registry of the Entrepreneurial Court within thirty days after approval by the General Assembly. Insofar as applicable, the annual accounts are to be filed with the Nationale Bank in accordance with the Belgian Code of Companies and Associations and the relevant implementing decrees. Article 23 Procedure for organising the European Communication Conferences 1. The European Communication Conference (ECC) is a major European conference for communication scholars, where ECREA members (and non-members) can meet, gather and socialise. The ECC combines three crucial qualities: top-level scholarly work; impeccable organization, facilities and logistics; and memorable events and occasions within and around the conference. It is organised every two years. 2. The organisation of the ECC is entrusted to a local host institution, which establishes a Local Organisational Committee (LOC). The LOC is given sufficient autonomy to give the conference a characteristic tone and focus that reflects the local identity and areas of expertise. In case of a doubt on the exact nature of the LOC’s competencies, the International Organisational Committee (IOC – see article 57) decides. 3. An International Organisational Committee (IOC) is also established; it is composed of representatives of the LOC and ECREA, and has a supervising and supportive role with the preparation and the carrying out of the conference organization. The Governing Body nominates the ECREA representatives for the IOC. 4. At the latest three years before the planned date of the European Communication Conference, the Daily Governing Body will launch a call for candidates as local host institutions. 5. The call for local host institutions will include a document that outlines the terms of reference for organising ECREA's ECC. This document will discuss the ECC objectives, and the requirements concerning the format, location, communication, distribution of tasks, management and governance, programme, language and finances. 6. In this call, candidate local host institutions are invited to express their interest in the organisation of an ECC. This expression of interest must take the form of a document where candidate local host institutions will: 1) Describe their general vision of the event (including the location, timing, duration and their organisational capacity); 2) Explicitly engage themselves to meet ECREA's requirements described in the terms of reference document and provide the basic information regarding the way their proposal will meet ECREA's requirements; 3) Propose a draft financial plan and a draft contract; 4) Sketch out the strengths and weaknesses associated with the proposal. 7. After receipt of candidate proposals, the Daily Governing Body can organise online interviews, working visits or request additional information. 8. The Governing Body will then select one institution to act as local host institution, and possibly one runner-up to step in, in case the selected host encounters unforeseen difficulties. The Governing Body can also decide to invite one candidate local host institution (and possibly a runner-up) to apply for the organisation of a later ECC. In the latter case, no new call will be launched, unless the local host institution decides to withdraw. 9. After the selection procedure, the selected local host institution will be asked to develop a full organisational plan and to draft a contract in close cooperation with the Daily Governing Body. The full organisational plan and draft contract is submitted to the Governing Body for approval. If the plan and the contract are approved, the contract (with the budget, preliminary conference program, and the ECC Terms of Reference as its appendices) will be signed by the representatives nominated by the ECREA Governing Body and the legal representative of the local host institution. Organisers are given one more month to fine-tune the proposal (with assistance of the Daily Governing Body). If the full organisational plan and/or the draft contract proves untenable and is thus rejected by the Governing Body, the runner-up will be invited to act as local host institution. If there are no other candidate local host institutions, the call for candidates will be reopened. Article 24 The ECREA Book Series and its modalities are expanded on in the internal regulations. Article 25 The ECREA Doctoral Summer School along with its modalities are expanded on in the internal regulations. Article 26
For all that is not provided for in the Statutes, and in particular the publications in the Annexes of the Belgian Official Gazette, only the provisions of the Belgian Code of Companies and Associations shall apply. The provisions of the Code of Companies and Associations, which would not have been validly deviated from, shall be deemed to be inscribed in the present deed, and clauses contrary to the mandatory provisions of the Code shall be deemed not to have been written. The Association has internal rules confirmed at ECREA General Assembly 17-21 June 2024. Internal Regulations may be submitted by the Governing Body for a vote by the full members in General Assembly. Amendments to these Internal Regulations may be made by a resolution passed with a simple majority of the full members present or represented at the General Assembly. If internal regulations are created or amended, a reference to the latest approved version of the internal regulations shall be included in the bylaws and made public through the action of the Governing Body. | More about ECREA |