Article 1: Name

In accordance with the Companies and Associations Code, the international not-for-profit association « European Passenger Transportation Association », abbreviated as « EPTA », is hereby incorporated.
(hereafter referred to as « the Association »). All acts, invoices, announcements, announcements, publications and other documents issued by the Association must mention the registered name immediately preceded or followed by
the words « international not-for-profit association » or the acronym « AISBL » and the address of the registered office of the Association.

Article 2: Registered office

The Association has its registered office in the Brussels Region.
It can be transferred to any other location in Belgium by simple decision of the management board, provided that such transfer does not require a modification of the language of the articles of association under the applicable
language regulations. The transfer will be published in the Annexes of the Belgian State Gazette. If the registered office is transferred to another Region, the management board can amend the articles of association.

If, due to the transfer of the registered office, the language of the articles of association must be amended, only the general assembly is entitled to take this decision subject to compliance with the rules prescribed for amending the
articles of association.

Administrative offices can be established, in Belgium or abroad, by decision of the management board.

Article 3: Purposes

The disinterested purpose of international utility of the Association is to create professional service standards, enhance professional European culture and promote both European and international relations and alliances in the
prebooked chauffeured ground transportation industry in Europe.
The Association is dedicated to represent the interest of small and large operators in all European countries.
The above purpose will be achieved by undertaking the following activities (without this list being exhaustive):

• develop and promote common European and international standards for chauffeur training and service;
• develop and implement a common European system for certification;
• create added value for members and facilitate the sharing of good practice related to service and vehicle standards;
• provide a European forum for the exchange of information, mutual interest, concerns and views by its members;
• organize European and international events;
• lobby with EU authorities and other local entities, involving issues regarding the European chauffeur driven industry.

The Association performs all acts directly or indirectly related to its purpose. In particular, it can assist and be interested in any activity similar to its own.

Any amendment to the purpose of the Association and/or the activities constituting its purpose must be approved by the King.
 

Article 4: Term

The Association is constituted for an indefinite period. It may be dissolved at any time.

Article 5 : Members

Belgians and foreigners who can contribute to the achievement of the Association’s purposes can be members of the Association.

The Association is composed of three categories of members: Regular Active Members, Association Members and Allied Trade Members.

Regular Active Members are the founding members as well as any natural or legal person who comply with the following qualifications:

• operates one or more motor vehicles;
• is able to substantiate that it has obtained proper commercial registration;
• is able to substantiate that each vehicle it operates has commercial liability insurance at coverage levels that meet or exceed the minimum requirements in the jurisdiction(s) applicable to that vehicle;
• is able to declare that each operator of its vehicle(s) possesses a valid operator’s license;
• is able to substantiate that the operator(s) of its vehicle(s) have passed any background check required in the jurisdiction in which a vehicle is operated;
• offers such driver(s) and motor vehicle(s) on a prearranged basis to the public for hire and travel over irregular routes.

If there is common ownership, management or control over multiple Regular Active Members, the multiple members will be considered a single Regular Active Member for voting. In such cases, the multiple related members must
designate which member holds the sole voting right.

Regular Active Members enjoy all rights granted by law and by articles of association.

Association Members are a group of chauffeured transportation business owners and/or operators  consisting of a minimum of five owners and/or operators who have so organized their association on a non-profit basis.
An Association Member shall be deemed qualified for Association Member status in the Association once it has furnished the board of directors of the Association with the following :

• its articles/certificate of incorporation and any amendments thereto;
• its Tax Identification Number;
• its bylaws and any amendments thereto;
• its code of ethics;
• a list identifying each of its current officers;
• a list identifying each of its current directors;
• a complete list of its current members.

Allied Trade Members shall be distinguished and identified as two separate groups: 1) vendors and dealers and 2) manufacturers, coachbuilders and livery networks (i.e. traditional and contractual booking-to-trip relationships with
internationally branded transportation companies for the purpose of outsourcing to smaller services in a distinct market).

Allied Trade Member are any natural or legal person who own or operate a trade or allied business which provides products, merchandise or services related to, necessary for, or reasonably required by those owning or operating
chauffeured transportation businesses.

Article 6: Admission

Applications for admission to the Association as Regular Active Member, Association Member and Allied Trade Member must be addressed in writing to the President of the board of directors, who will submit them to the next meeting
of the board of directors following receipt of
the application.

The board of directors decides on the application for admission by a simple majority. The decision of the board of directors is final, it does not offer any possibility of appeal and does not have to be motivated by the board of directors.

Members must pay a membership fee determined by the general assembly.

Membership of the Association automatically implies full adherence to its articles of association, as well as a commitment to respect the decisions adopted by the Association in due form.
 

Article 7: Withdrawal and exclusion

The admission of members expires:

• by death, voluntary or involuntary dissolution, insolvency, bankruptcy or any other similar event;
• by notice of resignation by the member;
• by exclusion from the Association;
• by judicial decision.

Moreover, any Regular Active Member, Association Member and Allied Trade Member who shall cease to comply with article 5 of the articles of association shall automatically cease to be a member of the Association.
Any member wishing to resign from the Association is required to notify the President in writing. However, the resignation does not formally become effective until the end of the current financial year.
Member who do not pay the membership fee within three months of the reminder sent by registered letter is deemed to have resigned.
On the board of directors’ proposal and after hearing the defence of the person concerned, the general assembly is entitled to exclude any member who violates the articles of association, a resolution of the general assembly,
or who no longer meets the conditions for admission.
Any exclusion’s decision is immediately applicable.

All members remain bound by the articles of association concerning their rights and obligations until their exclusion or resignation from the Association.
Resigning or excluded members and their beneficiaries have no right to the Association’s assets and may under no circumstances claim a refund of any kind whatsoever. The same applies to members or their beneficiaries,
for any reason whatsoever, who cease to be members of
the Association.
However, they are still required to pay the membership fees and any other outstanding fees.

Article 8: Membership fees

Members pay an annual membership fee, the amount and method of payment are annually determined by the general assembly for each type of member, on a proposal from the board of directors.

Article 9: Composition - Powers

The general assembly is composed of all Regular Active Members.
Association Members and Allied Trade Members can be invited to the meetings of the general assembly, but only in an advisory capacity.
The general assembly has the powers expressly granted by law or by the articles of association.
The general assembly has the exclusive power to make the following decisions:

• establishing the general principles of the policy of the Association;
• amending to the articles of association;
• appointing and revoking directors and, if applicable, appointing, revoking and determining the remuneration of the auditor;
• approving the annual budget and the financial accounts;
• discharging the directors and, if applicable, the auditor;
• dissolving the Association;
• excluding a member;
• determining the membership fees.

Article 10: Meeting and convening notice

Extraordinary and ordinary meeting of the general assembly takes place every year at the registered office or at any other place indicated in the convening notice, under the chairmanship of the President of the board of directors.
Extraordinary meeting of the general assembly can be convened either upon request of the board of directors or upon request of at least one fifth of the Regular Active Members, whenever it is required for the interests of the Association.
The auditor can, if necessary, convene the general assembly. He must convene it upon request of one fifth of the Regular Active Members of the Association.
Extraordinary and ordinary meeting of the general assembly can be held by video-conference.        
The convening notice includes the agenda, date, time and place of the meeting. It is sent by letter, fax, e-mail or any other means of communication at least thirty days before the date of the general assembly, except in cases of exceptional
urgency duly justified, in this case the time limit for convening the meeting is reduced to seven days. Any person can waive such notice and, in any event, is deemed to have been duly convened if he is present or represented at the meeting.
Any Regular Active Member is entitled to add an item to the agenda of the extraordinary and ordinary meeting of the general assembly prior notification addressed to the board of directors of the Association at least fifteen days before
the date of the general assembly.

Article 11: Composition and voting

Each Regular Active Member has one vote.
Any Regular Active Member can give a power of attorney to any other Regular Active Member to be represented at a specific meeting of the general assembly and to vote in its place. Maximum two powers of attorney can be granted to
one Regular Active Member.
The vote can be conducted by, a secure, third party online voting system as approved by the board of directors.

Article 12: Deliberations

The general assembly only validly deliberates if half of the Regular Active Members are present or represented. If this quorum is not reached, the general assembly must be reconvened with the same agenda within a minimum period
of fifteen days.
This second meeting will validly deliberate regardless of the number of members present or represented.
Except if the articles of association or the law state otherwise, resolutions are adopted by a simple majority of the votes expressed by the Regular Active Members present or represented.
In case of a tie, the President has a casting vote.
The Regular Active Members can, unanimously, adopt in writing all decisions that fall within the power of the general assembly.

Article 13: Minutes of the general assembly

Minutes are drawn up for each meeting of the general assembly and signed by the President or two directors.
The minutes are kept at the registered office where they can be accessible for all members.
Copies or extracts to be delivered to third parties or produced in court are signed by the President of the board of directors or by two directors.

Article 14: Composition, Appointment, Resignation

The board of directors is in charge of the management of the Association. It is composed of at least three directors, appointed by the general assembly and revocable at any time by the general assembly.
Directors are appointed for a period of three years and are eligible for re-election.
The board of directors is a collegial organ.
The board of directors appoints from among its members a President, a Vice-President, a Secretary and a Treasurer.
If a legal entity is appointed as director, a permanent representative (natural person) is appointed from among its members or directors, who will represent the legal entity on the board of directors.
The directors do not enter into any personal obligation by virtue of their mandate and are only liable for the execution of their mandates.
The mandates are not remunerated unless otherwise decided by the general assembly.
If the position of President becomes vacant, the Vice-President will be appointed as President for the rest of the term.
In the event of a vacancy in one or more directors positions, the remaining directors can temporarily fill the vacancy. The director so appointed must terminate the mandate of the director he replaces. The next meeting of the general
assembly will proceed to the final appointment.

The term of the mandate of a director ends with:
 

• voluntary resignation, upon thirty days' notice in writing to the board of directors;
• expiration of its term;
• voluntary or involuntary dissolution, insolvency, bankruptcy or any other similar event affecting the director-legal person;
• dismissal decided by the general assembly;
• loss of the quality for which he had been appointed;
• death.

Article 15: Powers – Daily management

The board of directors has the broadest powers regarding the management and administration of the Association, with the exception of the powers expressly reserved for the general assembly, by the articles of association or by the law.
The board of directors can delegate to one or more persons, members of the board of directors or not, the daily management and representation of the Association with regard to the daily management.
Daily management includes both acts and decisions which do not exceed the needs of the Association's daily life and acts and decisions which, either because of the minor interest they represent or because of their urgent nature,
do not justify the intervention of the board of directors.
Any restriction on the power of representation granted to the person responsible for the day-to-day management may not be invoked against third parties even if it is published.
The person in charge of the daily management is appointed as "Managing Director" or "CEO", depending on whether or not he/she is a member of the board of directors.
The identity of the person(s) in charge of the daily management is published in the Annexes of the Belgian State Gazette.
The board of directors is entitled, in addition, to delegate under its responsibility special and determined powers to one or more person(s).
The board of directors, at its direction, may from time to time elect to appoint various ad hoc committees comprised of two or more of the board’s members to assist the board of directors in the conduct of the Association’s affairs.

Article 16: Meetings of the board of directors – Representation

The board of directors is convened at least once a year, upon request of the President or two directors.
The convening notice includes the agenda, date, time and place of the meeting. The notice is sent, at least thirty days before the meeting, by letter, fax, e-mail or any other means of (tele) communication, except in cases of exceptional
urgency duly justified, in this case the period for
convening the meeting is reduced to seven days.
Meetings are held at the registered office or at the place indicated in the convening notice.
Meetings can be held by video-conference and the vote can be conducted by, a secure, third party online voting system.
Meetings are chaired by the President of the board of directors or, if the latter is unable to attend, by the Vice-President or, failing that, by the oldest of the directors present.
Convening formalities do not need to be justified if all directors are present or validly represented at the meeting.
Any director can appoint another director to represent him/her at a specific meeting of the board of directors and vote in his/her place. However, no director may represent more than two other directors.
Any director who fails to attend two meetings during his/her tenure due to unexcused absence may be removed from such office by a majority vote of the directors present at any meeting of the board of directors.

Article 17: Deliberations of the board of directors

The board of directors only validly deliberates if a majority of the directors are present or represented.
Decisions of the board of directors are adopted by a simple majority of the votes of the directors present or represented. In the event of a tie, the President has a casting vote.
Decisions can be adopted by unanimous consent in writing.

Article 18: Minutes of the board of directors

The minutes of the resolutions of the board of directors are signed by the President or by two directors.
The minutes and their annexes are kept in a register at the registered office.
Each director of the Association can consult the minutes at the registered office.
Extracts or copies of the minutes to be delivered to third parties or produced in court are signed by the President of the board of directors or by two directors.

Article 19: Representation of the Association

Not with standing the general power of representation of the board of directors as a collegial organ, the Association is validly represented in court and towards third parties, including a public officer:
 

• either by the President of the board of directors, acting alone;
• either by two directors, acting jointly;
• either by an ad hoc agent appointed by the board of directors;
• either, within the limits of daily management, by the person(s) to whom daily management has been delegated.

Article 20: Internal regulation

An internal regulation specifying the provisions of the articles of association and determining the practical operating procedures of the Association can be established by the board of directors.
Only the board of directors is entitled to amend the internal regulation.

Every year, the board of directors will review any internal regulations in force and adapt them if required.

Article 21: Financial Year - Annual Accounts

The financial year starts on the first of January and ends on the thirty-first of December of each year.
Each year, the board of directors prepares the annual accounts for the past financial year, in accordance with the relevant legal provisions, as well as the budget for the following financial year. They are submitted for approval to the
general assembly at its next meeting.
The accounts are established in accordance with the relevant legal provisions.

Article 22: Control - Auditor

If applicable, the auditor(s), appointed by the general assembly among the members of the Institut des Réviseurs d’Entreprises/ Instituut van de bedrijfsrevisoren for a renewable three-year term, is/are in charge of the control of the
financial situation, the annual accounts and the compliance to the applicable law and the articles of association of the transactions recorded in the annual accounts of the Association.

Article 23: Amendments to the articles of association - Dissolution

The articles of association can be amended at any time by the general assembly.
Amendments to the articles of association are validly adopted by the general assembly only if the convening notice of the meeting includes the agenda of the proposed amendments and if two thirds (2/3) of the Regular Active Members
are present or represented.
If the quorum is not reached, a second meeting is convened with the same agenda and under the same conditions, to validly decide on the proposed amendments, regardless of the number of Regular Active Members present or
represented.
The second meeting cannot be held less than fifteen days or more than six weeks after the first meeting.
No amendment to the articles of association is adopted unless the amendment is approved by a majority of at least two-thirds (2/3) majority of the votes.
However, the amendment relating to the purpose(s) of the Association is adopted by a four-fifth (4/5) majority of the votes of the members present or represented.
Any amendment of the purpose(s) for which the international non-profit association is incorporated and the activities carried out in order to achieve the purpose(s) is subject to the royal approval.    

The amendments to the articles of association referred to in Article 2:10, § 2, 6°, 8° and 9° of the Companies and Associations Code must be recorded by notarial deed.

Article 24: Dissolution - Liquidation - Allocation of assets

The general assembly only validly deliberates on the dissolution of the Association if at least two thirds (2/3) of the Regular Active Members are present or represented. If the quorum is not reached, a second meeting is convened,
with the same agenda and under the same conditions, to validly deliberate regardless of the number of Regular Active Members present or represented.
No decision is adopted without a two-thirds (2/3) majority of the votes.
In case of voluntary or judicial dissolution of the Association, the general assembly appoints one or more liquidators and determines the method of liquidation of the Association.

Any remaining assets will be allocated to a disinterested purpose, as close as possible to the purpose of the Association.

Article 25: Language

The working language within the Association is English.
The documents to be filed in the Association's file held at the registry of the Court of Enterprise or published in the annexes to the Belgian State Gazette are established in French in accordance with Belgian legislation on
the use of languages.

Article 26: Applicable law

For all matters not provided for in the articles of association, reference is made to the Companies and Associations Code, and clauses contrary to mandatory provisions are deemed to be unwritten.