The statutes where designed during it’s founding meeting on the 1st of April 2005 in Strasbourg. Thery were modified at the General Assembly of PRIMO Europe on the 22nd of March 2006 in Cardiff and agreed during the General Assembly on the 16th of April 2007 in Dublin.
On the 19th of October 2007 they were officially signed by its founding members Gérard Combe, Ronny Frederickx, Adrian Mifsud and Jack Kruf and formally placed under Belgian Law as “PRIMO Europe vzw” on the 6th of December 2007 in Brussels and constituted in compliance with Title III of the Belgian Law of 27th of June 1921 (as amended by the Law of 2nd of May, 2002) on non-profit associations, international non-profit associations and foundations, an international non-profit association having the following statutes:
a) Name, purpose and domicile
i. The name of the association is ”PRIMO Europe” (Public Risk Management Organisation) ivzw.
ii. The purpose of the association: PRIMO Europe is established with the aim of advancing the knowledge and use of risk management within the local governmental sector, as well as the public sector at large, in Europe. To achieve this purpose PRIMO Europe will provide a comprehensive web library with risk management information, monthly newsletters, an online risk management course and conferences.
iii. The registered offices of the Association are in BRUSSELS The registered offices can be transferred to any other place in Belgium, by simple decision of the Board, published within the month of its date in the Annexes of the Moniteur Belge. The Association may have an auxiliary Secretariat in other countries of the European Union.
b) National Chapters
i. PRIMO Europe will operate National Chapters under the PRIMO Europe Statutes.
ii. Each PRIMO National Chapter will be represented by its President on the PRIMO Europe General Assembly.
iii. PRIMO National Chapters will elect their own Board and Officers
. The Association is set up for an unlimited period of time.
a) Membership registration
The following are eligible for membership of the association:
– UDITE members
– PRIMO National Chapters
– Non-profit organisations, universities, associations and other community organisations (needs approval of the board)
– Local or regional entity (needs approval of the board)
– Private organisations (needs approval of the board)
– Individuals who have a specific interest in public risk management (needs approval of the board).
.To register as a member, applicants must submit a written request to the association’s administration. Upon registration as a member, a proportionate membership fee shall be paid to cover the remainder of the financial year in which membership is granted.
. Membership applications may be denied under special circumstances and if 2/3 of board members vote to deny the application. A denial of membership must, however, be verified at the next regular General Assembly, should the applicant so request.
. The number of members is unlimited but should be at least 3.
b) Honorary members
. Honorary members may be appointed by the General Assembly with 5/6 majority of the votes cast. Honorary members are entitled to attend General Assemblies (without the right to vote) and other member meetings.
c) Resignation and expulsion
. Membership resignations must be submitted in writing by recorded delivery, to the association’s administration no later than 3 months prior to the end of the financial year.
. However, the resignation will be effective on January, 1st of the year that follows the notification. The member in question shall remain liable for the whole of its due for the year or the resignation.
. The board may decide to expel a member who does not fulfil membership obligations, or whose actions cause harm to the association. This decision can be appealed to the General Assembly, whose final decision requires a 2/3 majority among members present. Members who (despite reminders) fail to pay due membership fees shall be summarily deleted upon the expiration of the financial year in question. Members expelled or deleted due to non-payment of membership fees are not exempt from paying fees for the financial year within which the exclusion takes place. Members who no longer fulfil membership requirements shall be deleted upon the initiative of the board.
d) Membership fees
. The PRIMO National Chapters for their respective country determine membership fees every financial year. Payment to be made no later than 1 February of the financial year in question.
4. General Assembly
. The General Assembly is the final authority of the association and has full powers according to the law to meet the objectives of the Association.
. The General Assembly is empowered to :
– alter or amend the articles;
– nominate and dismiss the board members;
– approve the budget and accounts;
– dissolve or liquidate the association;
– change the agenda of the General Meeting.
a) Notice for meetings
. Regular General Assembly meetings are held once a year prior to 1 June. According to need, the board may call extraordinary General Assembly meetings, which shall be called if at least 1/3rd of the association’s members submit a written request containing a reason. In the latter case, the General Assembly meeting must be held within 6 weeks after receipt of this request.
. The call for a General Assembly meeting shall include an agenda and have six weeks’ notice. The call shall be accompanied by the agenda, and the association’s accounts and report.
. The General Assembly agenda shall at a minimum comprise the following matters:
– A report by the board.
– A report on the accounts, including proposals on how to spend any excess of income over expenditure.
– A report on, and approval of, the budget, including membership fees.
– Election of board members and accountant.
– Proposals from the board or members.
– Any other business.
b) Eligibility to attend meetings
. All members are eligible to attend General Assembly meetings.
c) Entitlement to vote
. All members are entitled to vote at the General Assembly, and all members have one vote. Members who are in arrears to the association, as well as honorary members, are not entitled to vote.
. A chairman chosen by the Assembly chairs negotiations at General Assembly meetings. The Chairman of the Assembly may not necessarily be a member of the board.
. At regular General Assembly meetings, the board reports on the business of the association. In addition, the accounts for the previous financial year are presented for approval, as well as the budget for the coming financial year, including membership fees. Moreover, the board and a chartered public accountant are elected.
. Members’ proposals for vote that are not comprised by the circulated agenda must be submitted in writing to the board no later than 30 days prior to the General Assembly meeting, and must be sent by the board to members not later than seven days prior to this meeting. Decisions may only be made on matters that are on the agenda or matters proposed as above, unless all who are entitled to vote are present and approve.
. The decisions of the General Assembly are made by a simple majority, unless otherwise specified in these statutes. Every member is entitled to one vote.
. The voting process shall be written if at least one attending member so wishes. Voting can take place by proxy according to a written power of attorney. However, this can only be given to another member or the chairman of the board, and each attending member may only hold one written power of attorney.
. The decisions of the General Meeting must be recorded in the minutes (and sent to all the members). A copy of the minutes are kept in the office of the Association.
5. The Board
a) Duties and election
. The PRIMO Europe Board attends to the daily management of the association. The General Assembly elects a minimum of four and a maximum of six board members for two years from members, that are national Chapter related, represented in the general assembly. The president of UDITE is atomically a member of the board and need not to be elected. The boards consists of a minimum of 5 and a maximum of 7 members.
. In principle only presidents of National Chapters are eligible for the board. The General Assembly may however elect a board member, providing that the representative is;
i. A serving or retired employee of a public authority and
ii. Not working in the private sector or acting as a consultant to municipalities
. The board itself appoints its President, the General Secretary and Treasurer, all by a simple majority of votes.
. Re-election is permitted. If a board member resigns prematurely the other board members may co-opt another representative who must stand down at the next General Meeting.
. Board members can only be dismissed by the General Assembly.
.EIRM and Marsh are entitled to an observer seat on the board.
. The board shall meet as often as it seems necessary and at least twice (2) a year. It shall meet at the registered offices of the Association or any other place mentioned in the convening. The convening shall be addressed, by regular mail, fax message or e-mail, at least five (5) days before the date of the meeting.
. The board attends to the association’s interests externally and internally, and is accountable to the General Assembly. The board determines its own order of business.
. The board has the widest empowerment concerning administration, representation and management of the . Association in accordance with the visions and goals decided by the General Assembly.
. The board forms a quorum when more than 50% of members are present, and decisions are made by a simple majority. In the event of a tie, the chairman’s vote is decisive.
. The board employs and dismisses the association’s staff.
b) Advisory committees
. The board may establish one or more advisory committees, the task of which is to advise the Board and General Assembly on international and national developments within risk management and to assist in the development of the association’s activities and services. The committees are also responsible for promoting and raising awareness of the association. The chairman of the Scientific Council, the scientific advisory committee of PRIMO Europe, will have an observer seat in the board.
6. Accounts and assets
. The association’s financial and membership year are equivalent to the calendar year.
. The accounts shall be audited by a public chartered accountant before the regular General Assembly.
. The Treasurer is responsible for the administration of the association’s finances. The appointed administrator 2) will report to the Treasurer.
. Assets that are not used to cover current expenses shall be deposited according to the guidelines for deploying funds held in trust for minors, unless the board decides otherwise.
7. Working languages
. The PRIMO working languages shall be English, as well as French as soon as this is possible. The board may decide to use another language as a working language, should it find it necessary.
. However, should the interpretation of the present articles of association or rules of internal procedure be contested, French or Flemish language shall prevail.
8. Collaboration between PRIMO Europe, EIRM , MARSH and UDITE
. The establishment of PRIMO will be based on an signed letter of understanding between PRIMO Europe and the founding partners, EIRM, MARSH and UDITE and signed initial contracts between PRIMO Europe and the individual founding partners. In these contracts the services provided by the parties and the financial structure of the relationship between the parties are specified, and thereby the financial framework for PRIMO Europe activities.
. PRIMO Europe operations shall be conducted in compliance with the agreement and the business plan. Any amendment to this agreement or the business plan will not affect the PRIMO Statutes in any way.
9. Powers – Authority to sign
. The president and the general secretary are formally granted by the Board, the widest possible powers to act on behalf of the Association which they shall represent in dealing with third parties.
. With respect to the sale and mortgage of property, however, the entire board jointly signs on behalf of the association. The General Secretary’s authority to sign is determined by the board.
. No association member or board member can be held personally liable for the association’s obligations.
11. Legal Action
. Legal action as defendant or plaintiff is followed by the Board represented by its president or one board member.
12. Amendment of statutes
. Amendment of these statutes, including for the purpose of merging with other associations, requires adoption at a General Assembly with a 2/3rd majority of votes.
. The meeting of the General Assembly can only deliberate validly on this matters if a simple majority of the members is present.
. Statutory amendments will be submitted to the Minster of Justice. They shall come into force after they are published in the ‘Annexes’ of the Moniteur Belge following art. 51, § 3 of the Law.
13. Dissolution or liquidation
. Dissolution or liquidation of the association requires adoption at a General Assembly with a 2/3 majority among all members. If this majority is not obtained, the board is entitled to call a new General Assembly, at which dissolution can be adopted with a 2/3 majority among attending members.
. Upon the dissolution or liquidation of the association, any assets are allocated to UDITE.
. Any litigation arising in direct or indirect relation to the present articles of association will fall under the sole jurisdiction of the Courts of Brussels.
15. General Provisions
. Anything not foreseen by the present articles of association shall be handled in compliance with the provisions of the Belgian Law.
1] EIRM, Marsh and UDITE are founding sponsors of PRIMO.