I. Registered name – Head office – Aims
Article 1 – Registered Name
An international non-profit making association to be named Federation of European Film Directors / Fédération européenne des Réalisateurs de l’Audiovisuel (FERA) with artistic, scientific, political and educational aims is hereby founded.
Article 2 – Head Office
The registered office is located at 87 Prince Royal Street, 1050 Brussels, Belgium.
The registered office may be relocated within Belgium by means of a decision of the General Assembly, which is to be published in the Moniteur Belge within one month.
Article 3 – Aims of the Association
The association, which is strictly non profit making, has the following aim: to advance and defend the interests of Film and Audiovisual Directors (directors) by all and any lawful means.
These interests include but are not limited to:
- Defend and promote the authorial rights of directors (“droits d’auteur”), both economic and moral;
- Promote European cultural identity by encouraging the improvement of quality, circulation and exposure of the films and audiovisual works of each country throughout Europe;
- Organising and supporting the interaction and personal contact of directors including but not limited to: meetings, seminars, workshops and publications both print and electronic;
- Defend freedom of expression, creation, diffusion, and the free movement of films and audiovisual works;
- Encourage and assist in the conservation of cinematographic and other audiovisual works, as part of our common heritage and as a resource to stimulate creativity;
- Promote the aesthetic, scientific, legal and economic study of the cinema and all audio-visual media in Europe.
- Develop education and communication by means of film and all audio-visual media.
- Keep records and all documents relating to the association’s aims and activities.
All of the above aims will be pursued by all lawful means including but not limited to:
- Meetings, conferences, events, screenings, publications both print and electronic, and the production of audiovisual works;
- The lobbying of and cooperation with national and international organisations, administrative authorities, government at local, national and European levels and any individual or group public or private which in the view of FERA will benefit the stated aims.
Article 4 – Membership
The original signatories and those subsequently admitted shall constitute FERA.
The original signatories are:
Belgium: ABAFT (Association belge des auteurs de films et de télévision);
Spain: ADIRCAE (Asamblea de Directores Realizadores Cinematograpficos Espanoles);
France: SRF (Société des réalisateurs de films);
Greece: Greek Directors Guild;
Hungary: Hungarian Directors Association;
Italy: ANAC (Associatione nationale de autori cinematografici);
Netherlands: Dutch Directors Guild.
The association shall be composed of full members with voting rights, associate members and honorary members.
Article 5 – Full Membership
All organisations that in the view of FERA represent film and/or audiovisual directors from any European country (as defined by the Council of Europe) are eligible to be full members of FERA.
In the case that there are several such organisations in any country, unless decided otherwise, the two (2) organisations that in the view of the General Assembly best represent directors are eligible.
In its choice, FERA will always take into account freedom of expression and the rights of national, ethnic and linguistic minorities.
Full members shall have the right to one vote in the General Assembly. Full members who are the sole representatives of their country’s film directors within FERA have the right to two votes.
Article 6 – Special cases
In the case that in any country there is no organisation that solely represents directors, then FERA may admit as full member any organisation which represents other trades, professions and authors within the film and audiovisual sector, as long as the representative to FERA is a director or a paid official.
Article 7 – Associate Membership
Following a proposal by the Executive Committee, the General Assembly may admit associate members who in the view of FERA support its aims and actions.
Associate membership may be conferred on organisations both public and private, including but not limited to organisations representing directors not eligible for full membership, collective management societies, trades unions, governmental and non-governmental film aid organisations, universities and other educational facilities and charitable foundations.
This support may take the form of the provision of services, of material or financial help, or of assistance in kind.
Associate members have no voting rights.
Article 8 – Honorary Members
FERA may confer honorary membership on any individual to whom it wants to pay tribute and who in the opinion of the General Assembly has fulfilled an exceptional role within FERA or has been exceptionally supportive externally.
Nominations may be made at the General Assembly by two (2) full members and ratified by a simple majority.
Article 9 – Admission procedures
9.1. Full Membership
Applications for full membership shall be addressed to the Chief Executive Officer (Délégué général) in writing together with any documents required by the Executive Committee.
Admission will be decided by the General Assembly by a simple majority.
9.2. Associate Membership
Applications for associate membership shall be addressed to the Chief Executive Officer (Délégué général) in writing. The Executive Committee will consider the application and if accepted the application will go to the next General Assembly for ratification by a simple majority.
The Executive Committee may decide to admit an associate member provisionally. In this case, the decision will have effect until ratification by the next General Assembly.
Article 10 – Obligations, resignation, exclusion
Full members on joining are committed to abide by the statutes of FERA (the articles of association), the rules of procedure, and all decisions taken by the General Assembly.
All full, associate or honorary members may resign at any time by means of a registered letter by the organisation or, when applicable, by the individual, addressed to the Chief Executive Officer (Délégué général). Such resignation will have immediate effect.
Any full, associate or honorary member may be excluded with immediate effect if in the opinion of the Executive Committee they act against the agreed and stated aims of FERA or in any way bring FERA into disrepute. A simple majority must ratify any such exclusion at the next General Assembly.
No resigning, or excluded member, nor their heirs or successors or beneficiaries, shall have any claim what so ever on the assets of FERA, or for reimbursement for membership fees paid.
Article 11 – Membership Fees
By virtue of their membership, full members agree to pay the annual fee, the amount and due date of which are decided at each ordinary General Assembly.
Members who resign, are excluded or whose provisional membership has not been confirmed by the General Assembly, remain obliged to pay the fee for the year during which the exclusion, resignation or decision by the General Assembly has taken place.
Members whose fees remain unpaid six months after the due date will be suspended. This suspension will deprive full members of their voting rights.
The suspended member will be given notice to pay by registered letter. If payment is not received within six months of the date of that letter, then the suspended member will be considered to have resigned.
Article 12 – Other Financing
In addition to membership fees, FERA may receive and seek to acquire subsidies or donations or any other financial assistance or assistance in kind from any individual or any national or international body or foundation.
FERA has the right to refuse any such subsidies or donations if in the view of the Executive Committee it would not be in the best interests of the association to accept them.
IV. General Assembly
Article 13 – General Assembly Participation
Unless decided otherwise all members of FERA, full, associate and honorary are entitled to attend and participate in the debates. Only full members may vote or, with the exception of the honorary President, be eligible for office.
Whenever possible, the General Assembly will meet every year.
Article 14 – General Assembly Representation
Each national organisation may decide by whatever means it thinks fit who shall represent them at the General Assembly. That person must be a director or a paid official of that organisation.
In the case that there is only one organisation representing directors in a country, this organisation is entitled to send two delegates.
In the event that only one full member is present representing any country he/she shall have two votes.
Each delegate may be replaced by a substitute.
Moreover, each full member may mandate another full member to represent it at the General Assembly.
Article 15 – General Assembly Authority
The General Assembly is the supreme governing body of the association. Its decisions are final.
The General Assembly will decide policy, and sanction action in accordance with the aims of the association.
The General Assembly will scrutinise and approve the annual accounts, and the forecast annual budget as prepared by the Executive Committee.
The General Assembly will elect by a simple majority an honorary President, tenure for two (2) years renewable for one further term.
The General Assembly will elect from amongst the full members, by a simple majority, members of the Executive Committee:
- An honorary Treasurer, tenure for two (2) years renewable for one further term;
- Three (3) Vice Presidents, tenure for two (2) years renewable for one further term;
- A minimum of two (2) representatives of the full members, tenure for two (2) years renewable for one further term.
The General Assembly will ratify the appointment of a Chief Executive Officer (Délégué général).
Article 16 – General Assembly Quorum
A quorum of an absolute majority of all full members of FERA represented by individuals, who are physically present, is required to constitute a General Assembly.
Unless decided otherwise by these statutes, all decisions will be voted by a simple majority of those attending and entitled to vote.
Article 17 – Modification of the Statutes
Any motions to change, add to, or modify the statutes of FERA in any way, must be proposed by the Executive Committee or be proposed by no less than one-fifth (1/5) of all full members.
The Executive Committee shall notify all full members at least twelve (12) weeks before the General Assembly at which any such motions are to be put.
At least two-thirds (2/3) of the full membership must be present at any General Assembly which deliberates on any changes to the statutes.
An absolute majority of all full members attending the General Assembly shall decide any such changes or additions to the statutes.
Any modification to the statutes will only become effective after approval by Royal decree or registration by a certified act if necessary and publication, as required by article 50§3, 51 and 52 of the Belgian Law of 27th June 1921 (modified on 2d May 2002).
A change to the statutes can only be invoked against a third party after it has been published in the appendices of the Moniteur Belge, unless the association can prove that the third party had prior knowledge of it.
Article 18 – Notification and Minutes of the General Assembly
The Chief Executive Officer (Délégué général) will call the ordinary General Assembly. He or she will also call an extraordinary General Assembly if so requested by the Executive Committee or by a proposal submitted by at least one-fifth (1/5) of all full members.
An ordinary General Assembly must be called within three (3) months. Any extraordinary General Assembly must be called within six (6) weeks.
The agenda and the location of any General Assembly must be notified to all members no less than twenty (20) days before the date of that meeting.
The Chief Executive Officer (Délégué general) shall circulate to all members the minutes of the General Assembly together with the result of any votes within thirty (30) days of the date of the General Assembly. This circulation may be by means of the FERA website or by any other method agreed by the General Assembly.
Records of General Assembly minutes will be kept at the association’s registered office. All full and associate members may request from the Chief Executive Officer (Délégué général) permission to consult these records.
V. Executive Committee
Article 19 – Executive Committee Formation
The Association is administered by an Executive Committee of at least seven members, with collective responsibility:
- Three (3) Vice Presidents elected by the General Assembly;
- Two (2) or more representatives of the full membership elected by the General Assembly;
- The honorary Treasurer elected by the General Assembly;
- The Chief Executive Officer (Délégué général), without voting rights.
The members of the Executive Committee are elected by the General Assembly for a period of two (2) years. The members whose tenure has expired remain as long as the Committee has less than seven members. Their tenure is renewable only once consecutively.
The tenure of a member of the Executive Committee may cease at expiry of the term, resignation or removal by the General Assembly, and death.
Full members who wish to become members of the Executive Committee must apply to the Chief Executive Officer (Délégué général) before the General Assembly at which elections are to be taking place.
Article 20 – Executive Committee Competence
20.1 General Competence
The Executive Committee exercises all management and administrative powers, except for the competence reserved by the law or by these statutes for the General Assembly. The Executive Committee exercises all and any powers that are devolved to it by the General Assembly. The Executive Committee will elect from among its members a chairperson for the term.
20.2. Appointment of a Chief Executive Officer (Délégué général)
The Executive Committee may appoint a Chief Executive Officer (Délégué général) to whom full powers to manage the affairs of FERA are devolved. The Chief Executive Officer (Délégué général) may be a paid employee of FERA. The Executive Committee, under its collective responsibility, will define the powers of the Chief Executive Officer (Délégué général).
20.3. Special Circumstances
The Executive Committee may delegate its power to one or more individual members of the Executive Committee.
Article 21 – Executive Committee Meetings
21.1. Notification and rules of procedure
The Executive Committee will convene as often as the interests of the association require. The Chief Executive Officer (Délégué général), a Vice President or two (2) members of the Executive Committee convene meetings in writing, at least two (2) weeks before any schedule date.
A quorum for the Executive Committee meetings shall be at least half (1/2) of its members, present or represented by a proxy. Any member of the Executive Committee may give a proxy vote to another member provided that this proxy is notified to the meeting in advance.
Only full members may vote at the Executive Committee.
Decisions of the Executive Committee shall be by simple majority of members present or represented.
21.2. Reimbursement of expenses and fees
All members of the Executive Committee may claim for reimbursement of expenses in respect of their duties as members of the Executive Committee. Moreover members of the Executive Committee may receive fees, for any work done for, or on behalf of FERA that extends beyond their duties as members of the Executive Committee. The Executive Committee will establish guidelines to this respect.
Article 22 – Executive Committee Authorisation
Unless otherwise authorised, all documents legally binding on FERA must be signed by two (2) members of the Executive Committee or the Chief Executive Officer (Délégué général) according to article 20.2 of the statutes.
Article 23 – Executive Committee Legal Action
Where FERA instigates any legal action against a third (3rd) party, or defends itself against any such action, the Executive Committee will appoint a member or the Chief Executive Officer (Délégué général) to supervise any such action.
VI. HONORARY PRESIDENCY
Article 24 –Presidency
24.1. Election and tenure
Any European director is eligible for election as honorary President of FERA.
Nominations should be in writing to the Chief Executive Officer (Délégué général) and seconded by two (2) full members. The President is elected by the General Assembly by simple majority. Tenure is for two (2) years, renewable for one further term.
The President is invited to attend meetings of the Executive Committee and the General Assembly. He/she has no voting rights.
The President shall, whenever possible, represent FERA and its aims if called upon to do so by the Executive Committee.
The President is fully committed to promote the aims of the association.
The President may only commit the association to legally binding action within the limits of any special powers accorded to him/her by the Executive Committee.
The Vice Presidents will assist the President and substitute for him/her if required.
VII. BUDGET AND ACCOUNTS
Article 25 – Budget and Accounts
The financial year of FERA ends on the 31st December. The Executive Committee through the honorary Treasurer will present draft accounts to the General Assembly in accordance with Belgian law. The Executive Committee will submit a budget forecast for the following year for approval by the General Assembly.
VIII. Final Provisions
Article 26 – Dissolution and liquidation
The General Assembly, convened under the same rules as for modifications to the statutes, may, in the presence of two-thirds (2/3) of the Full Members, announce the dissolution of the association and appoint a responsible person to disburse the association’s assets.
If this quorum of two-thirds (2/3) is not achieved, an extraordinary General Assembly has to be reconvened within one (1) month, and will be able to deliberate validly regardless of the number of members present.
The dissolution must be agreed by at least two-thirds (2/3) of the members present.
The General Assembly will appoint one or more liquidators, with collective responsibility. If no appointment is made, the liquidation will be conducted by the sitting Executive Committee at the time of the dissolution.
The General Assembly will vote on what is to be done with the association’s assets, which must be allocated to a non-profit organization whose activities are compatible with the aims of FERA.
Article 27 – Belgian Law
Any matter not referred to in the statutes of FERA in particular regarding their acceptance by Belgian Governmental authorities and required publication in “Moniteur belge” will be ruled according to Belgian law.
Article 28 – Registration of the Statutes
The Chief Executive Officer (Délégué général) is empowered to undertake any required action for the registration of the present Articles of Association approved by the General Assembly.