Constitution of EWLA
Constitution of the European Women Lawyers Association
1. Name, Registered Office, Business Year, Language
The name of the Association is "European Women Lawyers Association (EWLA)", hereinafter “EWLA”. EWLA has been constituted and incorporated as an International Association in accordance with the Belgian Act, ( Loi du 27 juin 1921 sur les associations sans but lucratif, les associations internationales sans but lucratif et les fondations, as amended.)
EWLA has its registered office in Belgium, currently in Drève des Renards, 4, boîte 16, B-1180 Brussels. It may be transferred to any other location in Belgium by a simple decision of the Board published within one month in the Annexes au Moniteur belge.
The business and the membership years shall be the calendar year.
The official language of EWLA in Belgium is French. The working language is English (as well as all official languages of the Member States of the European Union).
2. Object and Functions
EWLA is a not for profit international non-governmental organization having philanthropic, scientific and pedagogical aims.
The aims of EWLA are:
· to improve the understanding of European legislation in relation to equal opportunities, with particular reference to women, and the impact of these measures on women;
· to bring together women lawyers across the European Union, the European Economic Area (EEA) and the European Free Trade Area (EFTA) e.g. by the closest possible contacts with bars, law societies, associations of women lawyers, faculties and schools of legal education and research, both at a national and an international level, and with European or other public authorities;
· to undertake studies, research and conferences involving European women lawyers, and together with organisations and institutions within and outside Europe, with a view to achieving equality of rights and opportunities;
· to strengthen links between EU women lawyers, and to encourage meetings, co-operation and understanding between women lawyers.
Women’s interests in the institutions of the European Union, of the European Economic Area (EEA) and the European Free Trade Area (EFTA) in all women’s issues in general, and in the legal field in particular, are represented and defended without prejudice to the scientific and pedagogical principal character of EWLA.
EWLA shall pursue its objectives in particular by:
· holding conferences and other events;
· distributing information material;
· giving advice or opinions on actual legal topics concerning EU-policies or on judgments of the courts of the EU or the European Free Trade Area (EFTA) or of the European Court of Human Rights;
· proposing or commenting on drafts of EU-legislation;
In general, by undertaking any activity, including co-operation with existing institutions, organisations, and networks, to facilitate achieving the objectives of EWLA, and all other activities auxiliary to the objectives and activities mentioned above.
3. Constitutional Bodies of EWLA
The constitutional bodies of EWLA are:
· the Board and the Presidium (Article 7);
· the Conference Committee (Article 8);
· the General Assembly (Article 9).
Any woman lawyer qualified in accordance with the custom and practice of the Member State in which she has her principal residence, or any woman who has studied law, or is a student of law, in one of the EU Member States, the European Economic Area (EEA) or European Free Trade Area (EFTA) is eligible for membership (hereinafter: individual member).
Any association of women lawyers, enjoying legal capacity, with its principal seat in one of the EU Member States, or the European Economic Area (EEA), or the European Free Trade Area (EFTA) is eligible for membership (hereinafter: corporate member).
Associate membership is open to any woman who is a qualified lawyer in accordance with the custom and practice of the State where she has her principal residence, or a woman who has studied law, or is a student of law whose principal residence is outside the territory of the European Union, or the European Economic Area (EEA), or the European Free Trade Area (EFTA), if agreed to by the Board, and all Women Lawyers’ Associations enjoying legal capacity, whose registered office is in Europe, but outside the territory of the European Union, or the European Economic Area (EEA), or the European Free Trade Area (EFTA), if agreed to by the Board
All women members of the judiciary, all legal practitioners, all Advocates General and all lawyers who are, or have been members of the Court of Justice of the European Union, of the European Court of Human Rights, the Court of the European Free Trade Area (EFTA), Constitutional Courts, Courts of Cassation or other national Supreme Courts, national Governments and Parliaments of all Member States of the European Union, or the European Economic Area (EEA), or the European Free Trade Area (EFTA), all women members of the judiciary of international courts and all senior public servants working for any international institution/organisation, as well as all women academics teaching in a university, having her residence in a Member State of the European Union, or the European Economic Area (EEA), or the European Free Trade Area (EFTA), or having the nationality of one of these, whether still working or retired.
Applicants shall address a written application for membership to the Presidium in which they must state that they agree to abide by the Constitution. The applicant shall indicate in the application, if she is applying for full or associate membership.
Honorary members will be elected by the Board having been proposed by a full member (of EWLA).
The Board shall accept the application where the applicant fulfills the conditions mentioned in Article 4.1. or Article 4.2.
The Board reserves the right to refuse to admit an applicant in order to avoid that the majority of the members represents fewer than three Member States. Applicants may seek to become a member only once, in accordance with the rules of procedure proposed by the Board and agreed upon by the General Assembly.
All members are obliged to pay the annual membership subscriptions promptly (Article 10.1), and (in the event of her or its participation) the conference fees (Article 10.2) and the fees for other events (Article 10.3).
In exercising the rights set out in this Constitution all members will act in the best interests of EWLA.
All categories of members have the right to participate in all the membership activities of EWLA, its meetings, and workshops.
Only full members have full voting rights. Corporate members have only one vote.
Only full individual members are entitled to be elected as an officer of EWLA. This includes the office of President,, Vice President, treasurer or secretary
The right to vote on questions directly concerning the representation and promotion of EWLA’S interests with the institutions of the European Union, or the European Economic Area (EEA), or the European Free Trade Area (EFTA), rests exclusively with full members (Section 4.1).
5. Loss of Membership
Loss of Membership:
· non-compliance with the conditions for admission;
· exclusion by the General Assembly
· death or liquidation, dissolution or bankruptcy of a member;
· failure to pay membership subscription or other fees for two consecutive years.
Cancellation of membership must be done in writing and can only ensue during the first three months of the business/membership year.(Article 1.3) The cancellation notice should be sent to the President or one of the Vice- Presidents .
If the conditions for admission as specified in Article 4 are breached , the Board may suspend or terminate the membership with three months’ notice to the end of a calendar year. The member may challenge this action once before the General Assembly according to rules of procedure proposed by the Board and agreed upon by the General Assembly. The rules of procedure must respect the right to due process.
Members, who through gross negligence damage the interests of EWLA, may be expelled from EWLA. Resolutions on the expulsion of members shall be adopted at the General Assembly. The member may appeal the decision to terminate membership, once, to the General Assembly, in accordance with the rules of procedure (Article 5.3).
Members shall have no claim on the assets of EWLA following cancellation/termination of membership.
6. Observer status
Observer status is open to the following institutions and organizations:
· institutions engaged in women’s issues,
· organizations/associations of the legal professions,
· representative student associations with an orientation on European legal education,
· academic/research associations in the law area,
if they have their principal registered office in Europe ,and if agreed to by the Board;
· other lawyers or institutions, on a proposal from the Presidium and agreed to by the General Assembly; as regards others, where proposed by the Board and agreed to by the General Assembly
Applicants shall address a written application for observer status to the Presidium in which they must state that they agree to abide by the EWLA Constitution.
Applicants for observer status have no claim to membership. The decision is final and no reasons will be offered to an applicant who has been rejected.
Observers can be excluded at the sole discretion of the Board.
Observers receive information on a regular basis on all EWLA membership activities, its meetings, and workshops. Observers shall have access to the General Assembly. They may request to be able to participate in other EWLA activities, subject to the agreement of the Board.
7. Board and Presidium:
The number of board members shall not be fewer than 3 (three), nor greater than the number of EU Member States, the European Economic Area (EEA) and the European Free Trade Area (EFTA). Only one board member per EU Member State, the European Economic Area (EEA) and the European Free Trade Area (EFTA) is permitted. Such member is to be a full member of EWLA qualified pursuant to Article 4 in the Member State she represents.
If there is no member is elected to the Board from any one Member State, this position is left vacant.
The Board consists of the president, the three vice-presidents, the treasurer, the secretary, and the other board members.
The Presidium consists of the president, the three vice-presidents, the treasurer and the secretary.
The term for these positions is two years (with the exception of the treasurer). The maximum tenure is two continuous terms in one office, with the exception of the treasurer). The treasurer may continue in office for several terms.
The maximum board membership is six years. If there is no candidate for one Member State, the board member previously in office, may be re-elected until a new candidate emerges.
The Board may co-opt a new board member in the event that an existing board member does not serve the full term in advance of the next General Assembly. The Board shall inform the members in good time.
The board members are elected by the General Assembly.
Every two years ten members of the Board shall be elected by the General Assembly. The first ten members to be elected are those from the first ten EU Member States, in alphabetical order, (according to the French version of the names of the Member States): see annex.
If the board member of one of those ten EU Member States is a member of the Conference Committee (Article 8) at the time of re-election, she shall be replaced by the member of the next EU Member State on the list.
The board members to be elected in the following cycle of two years shall be the members from the next ten EU member states on the above mentioned list including those who are not eligible for election in the previous two- year cycle on account of their membership in the Conference Committee and so forth.
Following an enlargement of the EU the new Member States will be integrated into the alphabetical list; the number of the members of the Board will reflect the post-enlargement numbers, on the occasion of the next General Assembly.
During their term of office, board members may only be removed for good cause.
The Board shall manage the affairs of EWLA and represent it vis-à-vis third parties.
7.7 The day-to-day management shall be conducted by the Presidium, which will decide on these matters.
In the event of an urgent decision being required, outside the day-to-day matters, the Presidium shall inform the Board, in writing (letter, email or fax) seeking an urgent response. If any member of the Presidium does not respond in a timely manner by letter, email or fax without having informed the Presidium that she may not be contactable, her vote will be regarded as non-participation in the meeting.
A majority decision may be taken by the Presidium.
The Board, or the President and the Vice Presidents acting together, may appoint a special representative of EWLA for specific missions. In legal actions as plaintiff or as defendant the Board represents EWLA; the President or a member of the Board shall be elected by the Board to act on its behalf.
All actions binding EWLA, except special powers of attorney, have to be signed by the President, or one of the Vice-Presidents or by two members of the Board, in order to release them from the obligation to prove their power of attorney.
In the event of legal proceedings, whether as plaintiff or defendant, EWLA shall be represented by the Board. The President or another board member shall be designated to act in its name, in the matter.
The Board and the Presidium may contract obligations in the name of EWLA only if it is ensured that the liability of EWLA is limited to the amount of EWLA’s assets.
The Board and the Presidium shall meet at least once a year, the meeting shall be convened by a special call by the President or by the majority of the members.
The call shall be sent by letter, email or fax or any other means of communication.
The Board shall act by simple majority of its members.
Voting proxies by mail or fax are permitted and can be given to any member of the Board of EWLA. Members of the Board can hold maximum one proxy from another Board member. The President shall have a casting vote in the event of a tie. The Board may adopt its rules of procedure including voting principles etc. These rules of procedure have to be approved by the General Assembly.
The Board shall establish specific committees on actual or fundamental legal issues and supervise its activities. The members of these committees shall be appointed by the Board. The procedure for the appointments will be regulated by rules of procedure proposed by the Board and approved by the General Assembly.
The Board shall have the widest powers to implement the objectives of EWLA and shall be responsible for preparing and implementing the actions, programmes, and instructions discussed and approved by the General Assembly, except for those powers which are specifically reserved to the General Assembly.
The Board and the Presidium shall keep the minutes of their meetings and may establish an administrative office with a secretariat. The minutes of the meetings of the Presidium shall be circulated to the other board members in good time. All members may request sight of the minutes. The rules of procedure for keeping the minutes and for access to these minutes by the members shall be regulated by rules of procedure, agreed to by the Board.
8. Conference Committee
The Board shall establish a Conference Committee to organise conferences and the Board shall supervise its activities.
The Conference Committee shall consist of three board members comprising the two board members from the EU Member States in which the next two annual conferences are to be held and the board member from the EU Member State in which the last annual conference took place. Other board members who express an interest in assisting in the organisation of the conference may join the Conference Committee. Other members may be invited by the Conference Committee to offer appropriate advice.
The chair of the Conference Committee shall be the board member from the Member State in which the next annual conference is to take place. The role of chairs is passed by the current chair to the next chair at the end of the conference.
9. General Assembly
General Assemblies shall be held at least every two years, and when dictated by the interests of EWLA.
Except as otherwise provided in Article 9.6, the place where the General Assembly is to be held shall be determined by the Board. The General Assembly may be combined with a conference.
The General Assembly of the members of EWLA shall consist of the full members and the associate members.
Observers shall have access to the General Assembly.
Only full members have the right to vote. Corporate members have one vote.
The General Assembly may adopt resolutions on the following:
· membership subscription;
· formal approval for the Board’s actions, especially for the biannual report and the annual accounts;
· election and removal of board members; rules of procedure for these elections and removals may be proposed by the Board and have to be approved by the General Assembly;
· election and removal of officers within the Board (Article 7.2); rules of procedure for these elections and removals may be proposed by the Board, and have to be approved by the General Assembly;
· passing of resolutions enabling the Board to undertake certain actions within the framework of the objectives and activities of EWLA;
· expulsion of members;
· members’ motions to the General Assembly;
· amendments to the Constitution without prejudice to Title 3 of the relevant law (Loi sur les associations sans but lucratif, les associations internationales sans but lucratif et les fondations, of 27 June 1921, as amended);
· dissolution of EWLA, and
· appropriation of assets.
Amendments to this Constitution shall take effect in accordance with the relevant law (Loi Sur les associations sans but lucratif, les associations internationales sans but lucratif et les fondations, of 27 June 1921, , as amended)
A General Assembly must be convened if five percent (5%) or more of the members so request in writing . These members must comprise members from at least five Member States.
The General Assembly shall be convened by the Board upon one months’ notice in writing, specifying the items on the agenda.
Except as otherwise provided for in Article 9.6, the General Assembly shall be chaired by the board member in whose EU-Member State it is being held.
If five percent (5%) or more of the members request the Board to convene a General Assembly in accordance with Article 9.3, and the Board fails to do so, the members in question may themselves convene a General Assembly, specifying the location and identity of the person chairing the meeting.
All duly convened General Assemblies shall constitute a quorum regardless of the number of members present. Except as expressly provided otherwise, by mandatory law, or by this Constitution, resolutions shall be adopted by a simple majority of the votes cast. Abstentions will not be counted. Proxies are not accepted.
Resolutions regarding amendments of the Constitution shall require a majority of two thirds of the members present. Any proposal to amend the Constitution shall be notified to the members at least at least one month prior to the holding of the General Assembly in accordance with Article 9.4.
Resolutions of the General Assembly shall be recorded in minutes signed by the Chair in accordance with Article 9.5 (or Article 9.6) and the Secretary. If election to the position of Secretary has taken place, the outgoing Secretary shall continue in office until the end of the General Assembly. In the absence of the Secretary any other board member may act on behalf of her. The minutes are retained in EWLA’s registered office (Article 1.2).
10. Membership subscriptions
The membership subscriptions are due by the 15th January of each business year (Article 1.3). Until such time as the General Assembly decides otherwise, on a proposal of the Board, the categories of subscriptions are as follow:
· full individual member: 100 Euro per business year;
· corporate member: 200 Euro per business year,
Any decision on a reduction of the subscription shall be taken by the Board, e.g. for students or the unemployed.
The conference fees shall be calculated, separately, in advance and willl depend on the estimated cost of the annual conference. The cost estimate shall be drawn up by the Conference Committee. If the total annual conference fees exceed the actual costs of the conference, the excess shall be allocated to EWLA’s assets.
All other fees (except subscriptions as per Articles 10.1 and 10.2) shall be levied separately in advance and shall depend on the estimated cost of the event. If the total fees shall exceed the actual costs of the event, the excess shall be allocated to EWLA’s assets.
A board member shall be designated by the Board to deal with the payment of the subscriptions and other income. EWLA’s accounts shall be audited each year by another board member or a substitute appointed by her to ensure that the finances are being duly and properly administered. A report on the outcome of the audit shall be given at the following General Assembly.
The resources of EWLA consist of:
· annual membership subscriptions, conference fees and income arising from other events;
· subsidies from public authorities;
· grants, donations, and bequests made to the benefit of EWLA;
· other sources
in accordance with the relevant law (Loi Sur les associations sans but lucratif, les associations internationales sans but lucratif et les fondations, of 27 June 1921, as amended)
All members including the members of the Board, and all observers of EWLA contribute to the aims of EWLA on a voluntary basis.
No member or observer will use her or its membership or observer status as a mean of promotion of her or its personal business or aims. The membership or observer status may not be mentioned in her or its business or personal letterhead or correspondence.
EWLA has been constituted for an indefinite period. It can be dissolved if a resolution to this effect is adopted by the General Assembly. The resolution shall require a majority of two-thirds of those members present.
EWLA shall be wound up by the Board. The General Assembly shall decide pursuant to Article 9.2 on the appropriation of the assets remaining after EWLA has been wound up. This can only be done on a not for profit basis.
The courts at the registered office of EWLA shall have exclusive jurisdiction to hear any dispute between EWLA and its members or between members themselves. The applicable law shall be the procedural and the substantive law of the registered office of EWLA.
Anything that is not foreseen by the present Constitution and in particular the obligation to publish in the Annexes to the Moniteur belge shall be regulated in accordance with legal requirements.
· Allemagne (Germany)
· Autriche (Austria)
· Belgique (Belgium)
· Chypre (Cyprus)
· Danemark (Denmark)
· Estonie (Estonia)
· Espagne (Spain)
· Finlande (Finland)
· France (France)
· Grèce (Greece)
· Hongrie (Hungary)
· Irlande (Ireland)
· Islande (Iceland)
· Italie (Italy)
· Lettonie (Latvia)
· Lituanie (Lithuania)
· Luxembourg (Luxemburg)
· Malte (Malta)
· Norvège (Norway)
· Pays- Bas (The Netherlands)
· Pologne (Poland)
· Portugal (Portugal)
· République tchèque (Czech Republic)
· Royaume Uni (United Kingdom)
· Slovaquie (Slovakia)
· Slovénie (Slovenia)
· Suède (Sweden).
· Suisse (Switzerland)