Statutes of the “European Financial Certification Organisation (eficert) e.V.”

Preamble

The harmonization of the European Market requires uniform standards in vocational education in the financial services sector. While not principally involving the creation of Europe-wide uniform qualifications, this does involve the certification of equivalent national educational courses in the financial services sector. eficert sets these standards.

§ 1 Name, registered office and business year

  1. The association has the name "European Financial Certification Organisation (eficert) e.V."
  2. The association has its registered office in Munich and is to be registered in the Register of Associations at the Munich Local Court.
  3. The business year is the calendar year.

§ 2 Intended purpose

  1. The objective of the association is, within the context of the harmonization of the European market, to develop educational quality standards for the financial services sector and to certify qualifications in the financial services sector.
  2. The association defines the standards for holding eficert-titles. The association authorizes its active members to award specific titles and certificates.
  3. The association carries out public relations work which serves its objectives.
  4. The association has solely and immediately non-profitable purposes within the meaning of the “recognized purposes” section of the fiscal code. The association operates without self-interest; it does not have a purpose which involves its own economic interest.

§ 3 Use of funds

The association’s funds may be used only for purposes which are in accordance with the statutes. The association’s members do not receive any payments from the association’s funds in their capacity as members. When members leave the association, they have no claims of any kind in respect of the association’s assets. In the event that an association longer participates as an active member they are not entitled to refund of any payments. Those payments will be used for ongoing projects which benefit the purpose of eficert. No person may be the beneficiary of expenses which do not correspond to the association’s purposes or may be the beneficiary of disproportionately high remuneration.

§ 4 Membership

  1. Any legal person which actively represents the educational interests and ideals of its sector industry wide throughout the territory of its European country of origin in the banking, insurance, building society and/or financial services sectors may be a member.
  2. Membership is acquired by application for membership to the governing body and by admission by the governing body.
  3. Before reaching its decision, the governing body must submit the application for membership to all members and must take account of the substantiated veto of an already established member. Where a veto is substantiated, the governing body will use its best endeavours to resolve the conflict, but if unsuccessful, the veto will stand.
  4. The association comprises active members and passive members.
    Active members are the members which are cooperating directly in the association; passive members are members which, although not operating actively within the association, promote and support the association’s objectives as well as its purpose in an appropriate way.
  5.  A member leaves the association by way of a written declaration to the governing body, and this is possible by giving three months’ notice to the end of the business year.
  6.  A member may be excluded by a resolution of the governing body if it acts in a manner contrary to the association’s objectives or if it does not meet its obligations toward the association. The member may appeal to the general assembly to revoke the resolution. The decision of the general assembly is final. The member must be invited to the meeting, where the member must be heard.

§ 5 Rights and obligations of the members

  1. Subject to the regulation in accordance with § 8.1., the active members have the right to vote and to propose motions to the governing body and to the general assembly.
  2. The passive members have the right to participate in the general assembly but have no right to vote in the general assembly.
  3. The active and passive members are obliged - also publicly - to support in a proper manner the association and the association’s purpose.
  4. The active members are obliged to share the costs of eficert.

§ 6 The association's institutions

The association's institutions are:

  1. the general asssembly;
  2. the governing body.

§ 7 General assembly

  1. The association’s supreme institution is the general assembly. Every active member must nominate one delegate who will have the right to represent that member. The general assembly has, in particular, the following tasks:
    • to receive and to consider the annual reports;
    • to render accounts for the past business year;
    • to discharge the governing body;
    • (in an election year) to elect the governing body;
    • to elect the cash auditors, who must not be either in the governing body nor in a body appointed by the governing body, nor may they be employees of the association.
  2.  An ordinary general assembly is summoned by the association's governing body as required, at least once in a business year. The invitations are in writing and are made by the governing body one month in advance at the latest, including publication of the provisionally fixed agenda, to the members’ addresses, which was last made known to the association.
  3. The agenda of the ordinary general assembly must include the following items in particular:
    • the governing body's report;
    • the cash auditor's report;
    • the discharge of the governing body;
    • (in an election year) the election of the governing body;
    • the election of two cash auditors;
    • the approval of the budget proposal for the current business year, which budget proposal is to be submitted by the governing body;
    • the resolution of the above motions.
  4. Motions on the part of members in respect of the agenda are to be submitted in writing to the association’s governing body at least 1 month before the general assembly.
  5. Later motions - including motions which are proposed during the general assembly - must be put on the agenda if, at the general assembly, the majority of the members which are present and which are entitled to vote agree to the motion being considered (urgency motions).
  6. The governing body must summon an extraordinary general assembly without delay if the interests of the association make this necessary or if this is demanded in writing, including a statement of the purpose and the reasons for summoning an extraordinary general assembly, by at least one third of the association’s members which are entitled to vote.
  7. The chairperson or his or her deputy conducts the general assembly. The general assembly may determine a particular person to conduct the meeting at the proposal of the chairperson.
  8. Resolutions of the general assembly are recorded in minutes within 1 month of the general assembly and are signed by the minute taker and by the chairperson of the governing body or by his or her deputy. The minutes are sent to every member.

§ 8 Voting right/being quorate

  1. Every active member has the right to vote on the basis of one member, one vote, except insofar as more than 2 members come from the same European country, in which case only 2 delegates are entitled to vote from this country. The names of the voting delegates are to be stated by the active members in writing to the chairperson of the governing body 14 days at the latest before a general assembly.
  2. The general assembly is quorate irrespective of the number of members who are present.
  3. The general assembly adopts its resolutions by simple majority. Abstentions are not considered. A motion proposed is deemed to have been rejected in the event of votes for and against being equal in number.
  4. Votes in the general assembly are carried out openly by the raising of hands or by acclamation.
  5. A three quarters majority of those who are present and who are entitled to vote is required for amendments to the statutes and resolutions on the dissolution of the association.
  6. At the initiative of the chairperson of the governing body, resolutions of the active members may also be adopted in written form. They are deemed to have been accepted if more than 50 % of the active members approve the submitted resolution in writing within a period (at least 14 days) which is determined by the chairperson. The chairperson of the governing body provides written notification to all members of the result of the vote. A three quarters majority of all active members is required for amendments to the statutes and resolutions on the dissolution of the association.

§ 9 Composition of the governing body

  1. The governing body is constituted as follows:
    • one chairperson
    • up to 6 further members of the governing body, of whom one is a deputy chairperson.
  2. The distribution of the maximum of 7 positions on the governing body is made according to countries and regions (only one in each case):
    • Germany
    • France
    • Western Europe
    • Central Europe
    • Mediterranean countries
    • Nordic countries
    • Eastern Europe

§ 10 Nomination and election of the governing body and of the alternates

  1. All the members of a country or of a region may submit a nomination for the respective position on the governing body to the general assembly before the election. In addition, each named country and each named region may nominate an alternate for that position.
  2. Members of the governing body and their alternates are elected by the general assembly for a period of 2 business years, and for a period of 3 years in the first business year. The members of the governing body and their alternates remain in office after their terms are completed until their successors take up their offices. Since only legal persons are considered to be members of eficert, only boards of management, managers and directors of eficert members may be candidates for positions on the governing body and alternates at eficert.
  3. A new chairperson of the governing body is to be elected for each election period.
  4. Sequence of the elections:
    • election of the members of the governing body from the countries and regions
    • election of alternates for these members of the governing body
    • election of the chairperson from among members of the governing body
    • election of the deputy chairperson

§ 11 Tasks of the governing body

  1. The governing body is responsible for conducting the association’s work. It may give itself rules of procedure and may distribute particular tasks among its members and institute committees for dealing with them or preparing them.
  2. The governing body decides how the costs of eficert are apportioned among the individual active members. The costs are equally shared among all active members in the first three business years after the association has been founded.
  3. The governing body is responsible for maintaining and developing the standards of certification.
  4. The governing body has absolute discretion to decide on the application of members whether or not to admit any national qualification into the certification system and to allow the distribution of eficert titles and certificates.
  5. The governing body will set the level of fees to be charged by national member organisations for issuing certificates.

§ 12 Tasks of the chairperson of the governing body

  1. The chairperson of the governing body has absolute discretion to represent the association.
  2. The chairperson of the governing body is responsible for the management and for the secretariat.
  3. The chairperson of the governing body prepares general assemblies and meetings of the governing body and issues invitations to the general assemblies and to the meetings of the governing body.

§ 13 Resolutions adopted by the governing body

  1. The governing body adopts resolutions at its meetings by a simple majority of the members present. A motion is deemed to have been rejected in the event of votes for and against being equal in number. The resolutions are recorded in the minutes of the meeting. The minutes of the meeting are to be signed by the minute taker and by the chairperson of the governing body or by his or her deputy.
  2. At the initiative of the chairperson, resolutions of the governing body may also be adopted in written form. They are deemed to have been accepted if more than 50 % of the members of the governing body approve the submitted resolution in writing within a period (at least 14 days) which is determined by the chairperson. The chairperson provides written notification to the members of the governing body of the result of the vote.
  3. The chairperson of the governing body informs the members of resolutions of the governing body.

§ 14 Replacement of members of the governing body

  1. When an eficert functionary leaves his or her national member organisation, his or her mandate at eficert automatically expires.
  2. Where the outgoing functionary was the chairperson of the governing body, his or her deputy will become the new chairperson until the next general assembly. The governing body will nominate a temporary deputy chairperson for the same period. At the next general assembly, a new chairperson and a new deputy chairperson must be elected.
  3. If a member of the governing body other than the chairperson leaves his or her national member organisation, the alternate at eficert automatically becomes a member of the governing body until the next general assembly. That national member organisation which is affected by the departure of an eficert functionary may nominate an alternate for the board until the next general assembly. The necessary new election takes place at the next general assembly.
  4. If a member of the governing body has no elected alternate, the member which is affected by the departure of this eficert functionary determines a new member of the governing body for the country or for the region until the next general assembly. The necessary new election takes place at the next general assembly.

§ 15 Representation of members of the governing body at meetings in the event of members being prevented from being present

  1. When they represent a member of the governing body, alternates to the governing body are entitled to vote only if the competent member of the governing body has provided a written commission before the meeting for them to carry out the competent members’ mandates. Alternates to the governing body are free to participate in meetings of the governing body also without entitlement to vote, provided that they give 14 days’ prior notice of this to the chairperson.
  2. The deputy chairperson of the governing body assumes the tasks of the chairperson if the latter is prevented from carrying them out. The right to vote for the country/region which is represented by the chairperson remains unaffected.

§ 16 Cash auditors

  • Two cash auditors must be elected by the annual general assembly for a period of 2 business years, and for a period of 3 business years in the business year of the association being founded. The cash auditors have the task of auditing accounting records, auditing that they are properly entered as well as auditing the use of funds and, in this connection, ascertaining in particular that the use of funds is in accordance with the statutes and is correct for tax purposes.
  • Auditing does not extend to the suitability of the tasks carried out by the governing body. The cash auditors must inform the general assembly of the result of their audit.

§ 17 Amendment to the statutes and dissolution

  1. The general assembly takes decisions on the amendments to the statutes, on amendments to the association’s purpose and on its dissolution. Proposals in respect of amendments to the statutes, amendments to the association’s purpose and its dissolution must be forwarded to the active members 2 months before the general assembly at the latest. A three quarters majority of those who are present and who are entitled to vote is necessary for the resolution.
  2. Amendments and additions to the statutes which are specified by the competent public registering authority or by the tax office are implemented by the governing body and do not require a resolution on the part of the general assembly. Such amendments and additions to the statutes must be communicated to the members when the next invitation to the general assembly is made at the latest.
  3. The association’s entire assets go to UNICEF in the event of the association being dissolved or its legal capacity being withdrawn.
  4. The members of the governing body who are in office and who are entitled to represent the association are determined as liquidators insofar as the general assembly has not adopted any other final resolution.

The founding meeting of the association took place on 08 November 2002 in Madrid.

The above contents of the statutes consider the amendments decided by the general assembly on 12 October 2017.