ARTICLES OF ASSOCIATION
The original articles were signed by the founder members on 30th November 1991, and formally amended in Cascais on 18th June 1994.
Further revisions to the Articles were agreed by the UDiTE Governing Council in November 2005 in Copenhagen, October 2009 in Brussels and October 2010 in Strasbourg.
“CREATION, DESIGNATION AND DURATION”
An Association named the “Union des Dirigeants Territoriaux de l’Europe” is created under the French law of 1st July 1901, and the Decree of August 16th 1901. The Members of the Association are those who agree to adhere to the said Articles. Its acronym is UDiTE. Its duration is unlimited.
The prime objectives of the Association are:
(a) to promote constructive relations between the various professional associations representing Chief Executives, Secretaries General and Communal, and Directors General of Services in European Local Authorities,
(b) to develop exchange of information and professional experiences,
(c) to contribute to the enhancement of the role, responsibilities, competencies, and function of the non-elected heads of service in local government,
(d) to contribute to developments in the European Union and the Council of Europe
The registered office of the Association is at the City Hall, Nancy, France. It may be transferred elsewhere by a simple majority decision of the Governing Council of the Association.
1. UDiTE welcomes into membership all professional Associations of Local Government Chief Executives, or their equivalent, in the European Union.
2. The European Association or Federation (UDiTE) is composed of professional Associations representing Chief Executives and/or Secretaries General and Communal and/or Directors General of Services working in local government.
3. Membership will be open to National Associations and to Regional Associations within an individual country, where applicable.
4. A Regional Association will only have the same duties and rights of a National Association in the case where there is only one Regional Association for one country.
5. New member Associations will be admitted under the provisions of Article 5.
6. Associations from EU countries that are considering becoming “Full Members” of UDiTE can be invited by the President to make an introductory visit to a meeting of the Executive Committee or Governing Council, where they will have an opportunity to speak, but without voting rights.
1. “Full Members” are those Associations from EU countries that have signed the UDiTE Articles of Association and paid the annual subscription fee as determined by the UDiTE Governing Council.
2. “Full Members” that are over twelve months in arrears with payment of the annual subscription fee may continue to participate in UDiTE meetings for a maximum of two years, but without voting rights.
1. Associations from non EU countries that wish to join as “Affiliate Members” following payment of an affiliate subscription fee.
2. “Affiliate Members” can also participate in UDiTE business meetings, where they will have an opportunity to speak, but without voting rights.
Consultant advisers, business partners and representatives from other organisations may be invited by the President to attend UDiTE business meetings as “Observers”, where they will have an opportunity to speak, but without voting rights.
1. Requests for admission to membership will be considered by the Executive Committee, and approved by the Governing Council.
2. The Association requesting permission to become a member of UDiTE must be so authorised by its own Association’s governing body, and must agree to pay the UDiTE annual subscription fee as determined by the UDiTE Governing Council.
Membership of UDiTE may be terminated by:
a) voluntary withdrawal, by means of written notification of the decision taken by the member Association’s governing body; at least 6 months notice of withdrawal must be given, during which time subscriptions remain due and after which any overpaid subscriptions will be refunded.
b) expulsion on grounds of serious professional misconduct, or for refusal to contribute to the proper functioning of UDiTE, or failure to pay annual subscriptions. The senior delegate of the Association to be expelled will be notified in writing of the proposal to terminate membership and will be allowed to make representations and explanations. The final decision will rest with the Governing Council.
The resources of the Association derive from:
a) subsidies from various European Countries and communities,
b) subscriptions paid by member Associations,
d) specially created resources,
e) payments received for services rendered on behalf of UDiTE,
f) any other resource allowed by law, including business partnership arrangements.
“THE GOVERNING COUNCIL”
1. The Governing Council of UDiTE is the ultimate governing body and will comprise up to a maximum of three delegates from each member Association.
2. The delegates will be chosen by their own Association. They will expect to serve a minimum of two years.
3. There is no time limit on how long a delegate may serve on the Governing Council, subject only to the person being in active employment and having a continued mandate from his/her own Association.
4. All delegates have a right to speak, but decision-making will be based on ‘one member Association, one vote’, provided the member Association’s subscription is paid up to date.
5. When there are several Regional Associations from the same country, the Regional Associations shall together decide which one delegate will have the right to exercise the one vote for their respective country, not region.
“MEETINGS OF THE GOVERNING COUNCIL”
1. The Governing Council will meet not less frequently than once a year. This meeting will be the Annual General Meeting. At this meeting:
a) the President presents his/her annual report,
b) the Treasurer presents a full financial statement covering the Association’s expenditure/income accounts for the approval of the Governing Council.
2. Every other year, the Annual Meeting of the Governing Council will renew the Executive Committee and will elect the President, Vice-President, the Treasurer, and Secretary-General of UDiTE for a two year term of office.
3. The President is responsible for convening the meeting and may do so at other times at his/her own discretion, or when required to do so by a request from other members of UDiTE (see Article 14).
4. A quorum consists of not less than a third of the member Associations and for votes to be valid there needs to be not less than half the member Associations represented. Decisions are made on a simple majority vote. The President has a casting vote.
1. UDiTE will hold a congress every two years on themes relevant to member Associations to which all individual members of each member Association will be invited.
2. In addition, there will normally be a yearly conference, award ceremony or event coinciding with the Annual General Meeting of the UDiTE Governing Council.
“EXTRAORDINARY MEETINGS OF THE GOVERNING COUNCIL”
If need be, or upon request of half plus one of the members of UDiTE, the President will convene an Extraordinary Meeting of the Governing Council.
“THE EXECUTIVE COMMITTEE”
1. The Executive Committee will oversee the day-to-day activity of UDiTE, and is composed of one delegate from each member Association and/or a substitute.
2. Each member Association has only one vote, and only provided its subscription is paid up to date.
3. When there are several Regional Associations from the same country, the Regional Associations shall together decide which one delegate will have the right to exercise the one vote for their respective country, not region.
4. The delegate and the substitute will be chosen by each member Association. It may be the President of that member Association, or the European Affairs delegate, or any other person deemed appropriate. The expectation is that delegates will be serving Chief Executives or their equivalent.
5. Both the delegate and the substitute may attend the meetings of the Executive Committee.
6. To avoid the meeting becoming too unwieldy, each member Association will be represented by a maximum of two people, unless there are special circumstances.
7. The Secretary-General and Treasurer are members of the Executive Committee with the right to speak but not to vote, unless they are the nominated delegate from a particular member Association.
8. The Executive Committee will ensure that the election to the posts of President, Vice-President and Secretary-General and Treasurer allows for equitable and balanced representation of the various member Associations.
9. The President, Vice-President, Secretary-General and Treasurer cannot be from the same member Association and their appointments will be for two years.
10. The President, Vice-President, Secretary-General and Treasurer are entitled to claim expenses necessarily incurred in discharging their duties on behalf of UDiTE, but they receive no other emoluments from UDiTE funds.
1. The President will be appointed to that office by the Governing Council at the biennial renewal of the Executive Committee at an Annual General Meeting.
2. The President will usually be the previous Vice-President but the decision shall belong to the Governing Council who must elect him/her at the biennial renewal of the Executive Committee at an Annual General Meeting.
3. The President represents UDiTE both in the day to day running of the organisation and externally at meetings and conferences. He/She will oversee all the affairs of the organisation. He/She authorises payments and will be accountable to the Executive Committee for all actions and expenditure approved by him/her on behalf of UDiTE. He/She may delegate certain duties and functions.
4. In the absence of the President, the Vice-President will carry out the functions of President. If the Vice-President is also absent, the longest serving member of the Executive Committee will preside.
5. In the case of legal proceedings, only a proxy acting with power of attorney can deputise for the President.
6. The outgoing President is designated “Honorary Past President”. Outgoing Presidents cannot be elected and serve further terms in office as President, Vice-President, Secretary-General or Treasurer. However, this will not preclude other member Association representatives from the same country as the previous President from being appointed to the Presidential Team.
7. The first President of UDiTE retains the title “Founder President”. On behalf of the UDiTE Executive Committee, from time to time the President may invite advice from the Founder President and/or Honorary Past Presidents.
1. The Vice-President will be elected and appointed to that office by the Governing Council at the biennial renewal of the Executive Committee at an Annual General Meeting.
2. The candidate must be either from amongst existing member Association delegates on the Executive Committee or a serving CEO member of a fully paid-up member Association.
1. The Treasurer will be elected and appointed to that office by the Governing Council at the biennial renewal of the Executive Committee at an Annual General Meeting.
2. The candidate must either be from amongst existing member Association delegations on the Executive Committee or a serving CEO member of a member Association.
3. The Treasurer will serve for two years only but may be re-elected for further terms and must not be from the same Association as the President.
4. The Treasurer is accountable to the President and the Executive Committee, and will keep accurate records of all expenditure and income on behalf of the Association.
5. Regular accounts will be presented by the Treasurer to the Executive Committee and a full account of annual expenditure and income will be presented for approval to the Annual General Meeting of the Governing Council.
1. The Secretary-General is responsible for ensuring that UDiTE conducts its business in accordance with the approved and registered Statutes (The Articles of Association). He/She will carry out all legal, administrative and fiscal formalities, in particular when changing the UDiTE Articles of Association.
2. The Secretary-General will assist UDiTE Presidents in the performance of their duties, and, when necessary, may represent UDiTE at meetings of other organisations.
3. The Secretary-General will contribute to the smooth running of all official UDiTE meetings, and will ensure there is a properly convened Annual General Meeting in accordance with the Articles of Association.
4. The Secretary-General will ensure the transfer of responsibilities and of administrative and accounting documents from one President to the next.
5. The Secretary-General will be elected and appointed to that office by the UDiTE Governing Council at the biennial renewal of the Executive Committee at an Annual General Meeting. The candidates must be either from amongst existing member Association delegates on the Executive Committee or a serving CEO member of a fully paid-up member Association.
6. The Secretary General will serve for two years only but may be reelected for further terms and must not be from the same Association as the President.
“CHANGES, AMENDMENTS AND DISSOLUTION”
1. The President is under a duty to arrange for the Secretary-General to notify the Prefect of the Department where the Association is registered, within three months, of any changes to the Articles or significant changes in the management or direction of the Association.
2. The Articles may only be amended by the Governing Council of the Association on recommendations from the Executive Committee, or upon a proposal supported by not less than half the member Associations.
3. In either case, any proposal to amend the Articles must be circulated to all member Associations not less than one month before the meeting of the Governing Council, which will consider them.
1. A set of statutory rules will be designed by the Executive Committee and approved by the Governing Council.
2. These rules, which may be modified from time to time by the Governing Council, will underpin the day to day running of the Association in respect of matters not covered in the Articles, but necessary for the smooth, transparent and democratic operation of the organisation.
3. Financial Guidelines are in this way annexed as Annex 1.
4. The UDiTE Expenses Policy is also annexed as Annex 2.
“PROTOCOLS OF COLLABORATION”
UDiTE reserves the right to enter into collaborative agreements with other organisations committed to similar objectives, where there is mutual benefit. Such organisations may be invited to participate as observers at UDiTE meetings. The protocols must be approved by the Governing Council
Day-to-day administrative and secretarial functions will normally be provided by the President’s home office and member Association, but the Executive Committee may agree to establish an independent secretariat function if necessary.
UDiTE Financial Guidelines
1.1 Payment of Subscription fees
Subscription fees will be paid either in two parts in January and August, 50% each time, or in full in January following receipt of an invoice from the Treasurer. Subscription fees should be paid within 14 days of receipt of an invoice from the Treasurer by bank draft to the bank account of UDiTE.
According to Article 4b in the Articles of Association, “Full Members” that are over six months in arrears with payment of the annual subscription may continue to participate in UDiTE meetings for a maximum of two years, but without voting rights.
According to Article 6 in the Articles of Association, membership of UDiTE may be terminated by failure to pay the annual subscriptions. The final decision will rest with the Governing Council
1.2 Subscription Fee Levels
Subscriptions fees have been revised for 2009-11 to reflect categories of GDP for existing member Associations and for establishing a reduced subscription fee for new or re-joining member Associations.
There are three categories of UDiTE membership fees which are based on GDP and the categories and distribution of existing member Associations are set out below.
Insert tables of subscription fees agreed by UDiTE Executive Committee on 28 March 2009 (see Appendix 2):
Table 1 – Subscription Fee Categories by GDP
Table 2 – Subscription Fees for Existing Members 2009-11
Table 3 – Subscription Fees for New or Re-joining Members
The new fee structure will remain in place for the duration of the Ninth Presidency and the Tenth Presidency will conduct a further review of subscription fees in 2011.
The Executive Committee will have the authority to offer a limited reduction in the annual subscription fee payable by a member Association in exchange for in-kind support through specific initiatives undertaken to help UDiTE meet its corporate objectives.
1.3 Income from Conferences/Events/Business Partnerships
All income received from UDiTE conferences, events and business partnerships will be retained by UDiTE and reported as part of financial monitoring reports.
2.1. Authorisation of Expenditure
The President, in consultation with the Treasurer, will be responsible for establishing appropriate banking arrangements, monitoring incoming/outgoing payments and for authorising all expenditure.
2.2 Travel & subsistence expenses
In accordance with the UDiTE Expenses Policy (see Annex 2), UDiTE will reimburse the travel and subsistence expenses of the following members:
• President’s Assistant or Executive Officer,
• Founding President (for the Annual General Meeting of the Governing Council only)
• Other delegates invited by the Presidency
2.3 ‘New member’ Associations
UDiTE will only reimburse the travel expenses and accommodation provided for 2 representatives of the new member Association’s introductory visit.
2.4 Reimbursement form
Payments will be made, if there are funds, within two months of presenting the receipts along with the approved reimbursement form properly signed and a brief explanation. The form, which forms part of the UDiTE Expenses Policy (see Annex 2) can be found at www.udite.eu and must be fully completed and sent to the Treasurer prior to approval of all claims by the President.
2.5 Translation costs
Translation of UDiTE business is done in the two official EU languages, English and French.
The President will have the authority to extend translation into other languages, subject to finance, as part of UDiTE communications (e.g. website, newsletters and conferences/events)
3. Accounts and Audit
3.1 Financial Reporting
Expenditure will be reviewed by the Treasurer on a quarterly basis and a report on the UDiTE accounts will be presented by the Treasurer at each Executive Committee meeting (or by the President in his/her absence).
3.2 Annual Accounts
The UDiTE financial year will usually run from October to September.
Annual accounts will be presented at the Annual General Meeting of the UDiTE Governing Council after having been audited by professional auditors appointed by the Treasurer and according to the statutory rules in Article 18.
Delegates from the Presidency and the member Association holding the Presidency cannot be appointed as auditors. Auditing could also be done by an independent company as a part of a business partnership agreement.
Annex 2 – UDiTE Expenses Policy
Insert copy of UDiTE Expenses Policy and Reimbursement Form, as agreed by the UDiTE Executive Committee on 6 December 2008.
Subscription Categories – Existing Members
Category 1 GDP
Category 2 GDP
Category 3 GDP
0 – 100,000
UK Belgium (Vlaanderen) Luxembourg
France Ireland Latvia
Spain Portugal Cyprus
Netherlands Czech Rep. Malta
Subscription Fees – Existing Members 2009-11
Member Association 2009 Fixed Fee 2009 Variable Fee 2009 Total Fee 2010 Fixed Fee 2010 Variable Fee 2010 Total Fee 2011 Fixed Fee 2011 Variable Fee 2011 Total Fee
UK 1,500 3,500 5,000 1,500 3,500 5,000 1,500 3,500 5,000
France 1,500 3,500 5,000 1,500 3,500 5,000 1,500 3,500 5,000
Spain 1,500 3,500 5,000 1,500 3,500 5,000 1,500 3,500 5,000
Netherlands 1,500 3,500 5,000 1,500 3,500 5,000 1,500 3,500 5,000
Belgium (Vlaanderen) 1,500 1,000 2,500 1,500 1,000 2,500 1,500 1,000 2,500
Ireland 1,500 1,000 2,500 1,500 1,000 2,500 1,500 1,000 2,500
Portugal 1,500 1,000 2,500 1,500 1,000 2,500 1,500 1,000 2,500
Czech Rep. 1,500 1,000 2,500 1,500 1,000 2,500 1,500 1,000 2,500
Luxembourg 1,500 500 2,000 1,500 500 2,000 1,500 500 2,000
Latvia 1,500 500 2,000 1,500 500 2,000 1,500 500 2,000
Cyprus 1,500 500 2,000 1,500 500 2,000 1,500 500 2,000
Malta 1,500 500 2,000 1,500 500 2,000 1,500 500 2,000
Total 18,000 20,000 38,000 18,000 20,000 38,000 18,000 20,000 38,000
Subscription Fees – New or Re-joining Members
New / Re-Joining*
Category 1: 500,000 +
Germany 5,000 3,500 1,500
Italy 5,000 3,500 1,500
Category 2: 100,000 – 500,000
Sweden 2,500 1,000 1,500
Poland 2,500 1,000 1,500
Austria 2,500 1,000 1,500
Greece 2,500 1,000 1,500
Denmark* 2,500 1,000 1,500
Finland 2,500 1,000 1,500
Romania 2,500 1,000 1,500
Hungary* 2,500 1,000 1,500
Category 3: 0 – 100,000
Slovakia 2,000 500 1,500
Slovenia 2,000 500 1,500
Bulgaria 2,000 500 1,500
Lithuania 2,000 500 1,500
Estonia 2,000 500 1,500