Decision of the Authority for European political parties and European political foundations of 24 August 2017 to register the Alliance of Conservatives and Reformists in Europe
Date: 2017-08-24
Institutions: Authority for European Political Parties and European Political Foundations
Subjects: Conservative Party, European party, freedom of association








C_2018027EN.01000601.xml










25.1.2018   


EN


Official Journal of the European Union


C 27/6





Decision of the Authority for European political parties and European political foundations
of 24 August 2017
to register the Alliance of Conservatives and Reformists in Europe
(Only the English text is authentic)
(2018/C 27/06)
THE AUTHORITY FOR EUROPEAN POLITICAL PARTIES AND EUROPEAN POLITICAL FOUNDATIONS,
Having regard to the Treaty on the Functioning of the European Union,
Having regard to Regulation (EU, Euratom) No 1141/2014 of the European Parliament and of the Council of 22 October 2014 on the statute and funding of European political parties and European political foundations (1), in particular Article 9 thereof,
Having regard to the application received from the Alliance of Conservatives and Reformists in Europe,
Whereas:






(1)


The Authority for European political parties and European political foundations (‘Authority’) received an application for registration as a European political party under Article 8(1) of Regulation (EU, Euratom) No 1141/2014 from the Alliance of Conservatives and Reformists in Europe (the ‘applicant’) on 26 July 2017 and revised versions of part of that application on 17 August 2017 and 24 August 2017.










(2)


The applicant submitted documents proving that it satisfies the conditions laid down in Article 3 of Regulation (EU, Euratom) No 1141/2014, the declaration in the form set out in the Annex to that Regulation, and the statutes of the applicant, containing the provisions required by Article 4 of that Regulation.










(3)


The application is further supported by a statement by notary Benoit Ricker pursuant to Article 15(2) of Regulation (EU, Euratom) No 1141/2014 certifying that the applicant has its seat in Belgium and that the applicant’s statutes are in conformity with the relevant provisions of national law.










(4)


The applicant submitted additional documents in accordance with Articles 1 and 2 of Commission Delegated Regulation (EU, Euratom) 2015/2401 (2).










(5)


Pursuant to Article 9 of Regulation (EU, Euratom) No 1141/2014, the Authority has examined the application and supporting documentation submitted and considers that the applicant satisfies the conditions for registration laid down in Article 3 of that Regulation and that the statutes contain the provisions required by Article 4 of that Regulation,




HAS ADOPTED THIS DECISION:
Article 1
The Alliance of Conservatives and Reformists in Europe is hereby registered as a European political party.
It shall acquire European legal personality on the date of the publication of this Decision in the Official Journal of the European Union.
Article 2
This Decision shall take effect on the day of its notification.
Article 3
This Decision is addressed to





Alliance of Conservatives and Reformists in Europe




Rue du Trône 4




1000 Bruxelles/Brussel




BELGIQUE/BELGIË





Done at Brussels, 24 August 2017.


For the Authority for European political parties and European political foundations


The Director

M. ADAM




(1)  OJ L 317, 4.11.2014, p. 1.

(2)  Commission Delegated Regulation (EU, Euratom) 2015/2401 of 2 October 2015 on the content and functioning of the Register of European political parties and foundations (OJ L 333, 19.12.2015, p. 50).


ANNEX

BY LAWS OF THE
Alliance of Conservatives and Reformists in Europe PPEU
Adopted in Brussels on 7 July 2017

PREAMBLE

The Alliance of Conservatives and Reformists in Europe PPEU (hereafter referred to as the ‘ACRE’) is a European political party (‘PPEU’) bringing together Euro-realist parties that believe in personal freedom, open markets, subsidiarity, limited government, parliamentary democracy and national sovereignty.
It has been established on 7 July 2017, following the transformation of the association Alliance of European Conservatives and Reformists VZW/ASBL (AECR), itself founded on October 1, 2009 by the founders mentioned in the incorporation act published on 12 November 2009 in the Annex to the Belgian Official Journal (‘Belgisch Staatsblad’/‘Moniteur Belge’).
These Bylaws replace and supersede all previous Bylaws of the Alliance of European Conservatives and Reformists published in the Belgian Official Journal. (‘Belgisch Staatsblad’/‘Moniteur Belge’)

Article 1


Definitions









1.1.


‘Member Parties’ means the membership of the ACRE as specified in article 4.4.1 of the Bylaws.












1.2.


The ‘Individual Member’ means the membership of the ACRE as specified in article 4.4.2 of the Bylaws.












1.3.


‘Affiliated Organisations’ means the membership of the ACRE as specified in article 4.4.3 of the Bylaws.












1.4.


‘Global Members’ means the membership of the ACRE as specified in article 4.4.4 of the Bylaws.












1.5.


‘Internal Regulations’ means the detailed rules for the functioning, management and operations of the ACRE and the composition of its bodies adopted in accordance with these Bylaws.












1.6.


‘Europe’ means the territory within the outer borders set by the Council of Europe.












1.7.


‘Parties’ means political parties registered or recognised as such in their home country, or movements or organisations with the intention of running in a future election or, if prohibited from participating in elections, organisations working for democratic change, including in particular the Political Parties as defined in article 1.10 of these Bylaws.












1.8.


The ‘Delegates’ means representatives appointed by Member Parties and Affiliated Organisations to represent them on the ACRE Council and/or Conference, to voice their opinions and to vote.












1.9.


‘Members’ means all members of the ACRE as defined in article 4.4 of present Bylaws;












1.10.


‘Regional Partners’ are third parties designated as such by the Board of Directors and acknowledged by the Council in accordance to article 8.4 of present Bylaws.












1.11.


The ‘Political Parties’ designate associations of citizens (i) which pursue political objectives, and (ii) which are either recognized by, or established in accordance with, the legal order of at least one Member State.





Article 2


Name and general provisions









2.1.


ACRE is incorporated under the form of an European political party and is subject to (i) the provisions of Regulation no 1141/2014 of the European Parliament and of the Council of 22 October 2014 on the statute and funding of European political parties and European political foundations (the ‘Regulation’), and (ii) the provisions of Title I, Chapter I, and of Title IIIter of the Belgian law of 27 June 1921 regarding non-profit associations, international non-profit associations and foundations, European political parties and European political foundations (the ‘Law’).
The party has legal personality in accordance with the Regulation and the ‘Law’.












2.2.


The party is incorporated under the official name ‘Alliance of Conservatives and Reformists in Europe’ or, abbreviated, ‘ACRE’. Both the full and abbreviated name of the organisation may be used. The unofficial name in the languages of the countries in which it has Members is published as Annex One of the Internal Regulations.
The logo of ACRE is:















2.3.


All acts, invoices, announcements, publicity, letters, orders and other documents issued by the ACRE, shall indicate the full (official) name or the abbreviated name of the party followed by the words ‘europese politieke partij’ or ‘parti politique européen’ or the abbreviation ‘PPEU’.













2.4.


The official working language of the ACRE is English, except in acts and documents requiring other languages under Belgian law.












2.5.


The registered office of the ACRE is established at rue du Trône 4, 1000 Brussels, in the legal arrondissement of Brussels. The ACRE may move to any other location on the decision of the Council and following the legal requirements for such a move.












2.6.


The ACRE is incorporated for an unlimited period of time.





Article 3


Aims and objectives









3.1.


ACRE does not pursue profit goals.












3.2.


ACRE's purpose is to advance the principles set out in its political program, i.e. the AECR Reykjavik Declaration of 10 May 2013 (the ‘Reykjavik Declaration’) and/or any other subsequent document approved by the Council to replace or supplement the Reykjavik Declaration. The Reykjavik Declaration as well as any other subsequent document is and will be attached to the Bylaws as an Annex.
The activity of the ACRE in the context of its political program includes, among others, to:






—


Promotes cooperation with and among its Member Parties, the European Conservatives and Reformists Group (ECR Group) in the European Parliament, New Direction – The Foundation for European Reform (ND), and the European Young Conservatives (EYC), their successors as well as other recognised partners and Affiliated Organisations.










—


Liaises with other like-minded parties and organisations which share the principles set out in the Reykjavik Declaration










—


Support its member Parties in the elections to the European Parliament










—


Seeks to establish ECR groups in all appropriate international parliamentary assemblies and to support such groups and the ACRE Member Parties in such international assemblies.










—


Seeks reform of Europe and the European Union in accordance with the Reykjavik Declaration.
















3.3.


In all circumstances, the ACRE respects, i.a. in its program and activities, the values on which the European Union is founded, as expressed in article 2 of Treaty on European Union, namely respect for human dignity, freedom, democracy, equality, the rule of law and respect for human rights, including the rights of persons belonging to minorities.












3.4.


The ACRE pursues these objectives by publication of literature and carrying out studies, organising meetings, conferences, disseminating information, and other activities to realise its purposes.












3.5.


The ACRE may carry out all operations and conduct all activities, both in Belgium and abroad, which are directly or indirectly useful or necessary for the realisation of the abovementioned non-profit activities and/or which directly or indirectly increase or promote its purpose and objectives, including secondary commercial and profitable activities within the limits of what is legally allowed and of which the profits will be, at any time, fully used for the realisation of the non-profit purposes.












3.6.


The ACRE is authorised to execute all legal instruments, including property transactions, directly or indirectly useful or necessary for the promotion and achievement of the above-mentioned aims.












3.7.


All members, including the Member Parties, retain in full their own name, their identity and their freedom of action.





Article 4


Membership









4.1.


The ACRE is composed of at least three Members with an unlimited maximum.












4.2.


Members are individuals or legal entities validly incorporated in accordance with the laws and customs of their country of origin, who or which have been accepted as member by the Council and meet, at the least, the following criteria:






—


they must approve the Reykjavik Declaration and any subsequent document approved by the Council in accordance to article 3.2 of these Bylaws;










—


they must approve and accept to be bound by these Bylaws and the Internal Regulation;










—


they must approve and support the political program of the ACRE as defined in article 3.2 of these Bylaws;










—


they must accept and meet all their financial obligations towards the ACRE;




Member Parties must in addition:






—


commit themselves to ensuring that parliamentarians elected in their name to the European Parliament and any other appropriate international parliamentary assemblies, join the Affiliated Organisation constituted in the European Parliament (currently the ‘ECR Group’) and in the international parliament concerned, in as far as such Affiliated Organisation exists in said parliament or parliamentary assembly;










—


they must maintain either European, National or Regional Parliamentary Representation for continued membership of the Alliance.
















4.3.


If a candidate member (i.e. an association or group of individuals or Parties) does not enjoy a legal personality in accordance with the laws of its country of origin, it will designate, in its written application for membership, one or more individuals or legal entities who will act in name of and for the account of all members of the candidate (group or association) as a common proxy-holder. In the event such proxy would be revoked by such member, the member will inform in writing the ACRE immediately of any new proxy-holder.












4.4.


The ACRE has 5 membership categories: (i) the Member Parties, (ii) the Individual Members, (iii) the Affiliated Organisations, (iv) Global Members, (v) the Members of the ACRE board of directors (the ‘Board’ and the ‘Directors’).






4.4.1.


Member Parties: Member Parties are Parties, as defined in Art 1.6 of the present Bylaws from countries that are members of the Council of Europe, which have applied for ACRE membership and been duly approved by the ACRE Council. Member Parties have a voting right as defined in article 6.5 of present Bylaws and count towards quorum.
National confederations of Parties that fight European elections on a joint list or a common programme shall be treated as a single Member Party and will appoint, in accordance with article 4.3 of the Bylaws, one or more representative(s) who will act as proxy-holder(s) for the Parties which are members of the confederation concerned.
In the event a Party or national confederation of Parties having been accepted as a Member Party, is divided for any reason (e.g. an internal division or other reasons), in various distinct Parties (whether or not legal successors of the original Party), the Parties resulting from such division will, pending Council approval within a period of 12 months after notification of the division by (one of) the Parties concerned to the Board, be automatically accepted as a Member Party on their own upon condition that they continue to meet the membership criteria (including the financial obligations) and it being understood that the voting rights of the original Member Party will be divided amongst the new Member Parties whereby each Party will have at the least one vote, the remaining votes, if any, being divided by the President on the basis of an equitable division between the Parties concerned using the number of Individual Members as the primary though not only criterion. In case the Parties concerned dispute the decision of the President, all Parties will be deemed having only one vote until the next meeting of the Council which will allocate the votes to the Parties. The Council's decision does not have to be motivated nor explained and this decision will be final.










4.4.2.


Individual Members: The Council can grant an ‘Individual Membership’ among others, to (i) elected Members of the European Parliament (‘MEPs’) without national party affiliation or belonging to a national party that is not a Member Party of the ACRE, to (ii) European Commissioners or to (iii) national or regional parliamentarians and similarly situated individuals, who meet the membership criteria.
The Individual Membership is granted for a period of one year at the time and, in any event, it automatically comes to an end if the individual concerned ceases to be a member of the European Parliament or, if granted on other grounds, if the reason or reasons for granting the Individual Membership as mentioned in the decision of the Council granting such membership, come to an end.
Individual Members have a voting right as defined in article 6.5 of present Bylaws and count towards quorum.










4.4.3.


Affiliated Organisations: The ACRE Council may accept and recognize foundations, groups in parliamentary assemblies, international youth groups and similar organisations and movements as Affiliated Organisations. Affiliated Organisations have a voting right as defined in article 6.5 of present Bylaws and count towards quorum.
Notwithstanding article 4.5 of the Bylaws, the following organisations are automatically considered as Affiliated Organisations, unless they resign from such membership or are excluded by the Council:






a)


The European Conservative and Reformists Group in the European Parliament or any successor thereof (the ‘ECR Group’). The ACRE is exclusively represented in the European Parliament by the ECR Group or its successors. The Chairman of the ECR Group or its successors, in turn, represents the ECR Group and its members on the Council and the Conference and will act as the Delegate of the ECR Group or its successors.










b)


New Direction – Foundation for European Reform ASBL, a not for profit organisation, with registered seat at rue du Trône 4, 1000 Brussels, CBO 0820.210.719., which, as soon as possible, will convert to a European political foundation within the meaning of the Regulation. The ACRE works closely with its think-tank New Direction — Foundation for European Reform. New Direction – Foundation for European Reform is represented on the Council and the Conference by the Chairman of its board of directors who will act as its Delegate.










c)


The European Young Conservatives (EYC). The ACRE recognizes as its youth organisation the European Young Conservatives (EYC). The EYC is represented on the Council and the Conference by the Chairman of its board of directors who will act as its Delegate.














4.4.4.


The Global Members: The Council can grant a ‘Global Membership’ to private individuals, companies or organisations from outside the European Union, who meet the membership criteria. The Global Membership is granted for a period of one year. Global Members have the right to attend the Council meetings. However they have no voting rights and do not count towards quorum.










4.4.5.


The Directors. The Directors are automatically granted ACRE's membership upon their appointment as member of the Board. They have a voting right as defined in article 6.5 of present Bylaws and count towards quorum. Their Membership ends automatically and immediately when their mandate of Director ends.
















4.5.


Any application for membership of any type shall be addressed to the Board in writing together with all required documentation indicating that the candidate meets the relevant membership criteria. The Board will verify the candidacy and documentation submitted and it will render a preliminary report to the Council. The Council will verify whether the membership criteria are met and it will take its decision with a majority of two-third of the votes cast. The decision of the Council to accept a member or not is discretionary and final and does not have to be motivated nor explained.. This process can be further defined by the Council in the Internal Regulations.












4.6.


Affiliation fees for each category of Members shall be determined annually by the Council following a recommendation from the Board. The amount of the fee and the due date shall be communicated to the Members. The amount cannot exceed 150,000.00 Euro.












4.7.


All Members may resign their membership with the ACRE at any time by giving three months' notice by registered letter addressed to the Board.












4.8.


A Member can be excluded or suspended by the Council. The Council decides on suspension or exclusion of Members by a majority of 2/3 of the votes of the Members present or represented. The Member object of an exclusion or suspension proposal, can attend the Council meeting deciding on such proposal and request to be heard at this meeting, upon condition that such Member addresses this request in writing to the President prior to the Council's meeting. The decision of the Council is final and does not have to be motivated nor explained. The exclusion or suspension enters into effect immediately. The exclusion or suspension does not affect the liability for payment of Membership fees or any indebtedness. The rules governing suspensions or expulsions may be further detailed by the Council in the Internal Regulations.












4.9.


If a Member fails to meet its financial obligations towards ACRE for 12 months from the date of invoice, it will be considered as having resigned its membership from the first day of the financial year following the considered 12 months term, unless the Council decides otherwise by a simple majority.












4.10.


A Member who has resigned or has been excluded, has no claim against the assets of ACRE and will not be reimbursed for dues paid, contributions or any other payments made to the Association. Such resignation or exclusion does not affect the liability for payment of Membership fees of the year during which the membership ends or any indebtedness.












4.11.


An up-to-date register of all Members shall be held at the ACRE's registered office. This register contains the date of adherence, the first name, name and domicile/official address and, if applicable, the legal form, address of the registered office, name of the representative(s) and/or Delegates. All decisions of admission, resignation or exclusion of Members must also be inscribed in the register by the Board within 8 (eight) calendar days after the acknowledgement of the decision. Furthermore, the list of the Political Parties that are Members is attached to the Bylaws.





Article 5


Bodies of the ACRE









5.1.


The bodies of the ACRE are:






—


the Council;










—


the Conference;










—


the Board of Directors.









Article 6


The Council









6.1.


The Council is the supreme policy-making body of the ACRE. In as far as possible the policy is set within the general guidelines and aims set by the Conference. It is composed of all Members.












6.2.


The Council shall meet at least once per year and as often as the Board deems necessary. The Board will in any event convene the Council upon request of not less than 1/5th of the Members.












6.3.


The Council may set up special functions, advisory and working groups for any purpose it thinks fit. The composition, terms of reference and the rules of procedure of such groups will be laid down by the Council at the time of appointment.












6.4.


The following powers are reserved to the Council:






—


Approval of the annual accounts, annual report, budget, membership fees and work programme;










—


Admission, suspension and exclusion of Members;










—


Approval of and amendments to the Bylaws and the Internal Regulations;










—


Interpretation of Bylaws and Internal Regulations;










—


Appointment, dismissal and discharge of the Directors (i.e. the President, the Vice-Presidents and the Secretary-General);










—


Dissolution and liquidation of the ACRE;










—


Appointment upon proposal of the Board, of an external auditor and dismissal and discharge of the external auditor and determination of his remuneration where applicable;










—


The acknowledgment of Regional Partners upon proposition of the Board;










—


Any matter expressly allocated to the Council by present Bylaws or by the Law.
















6.5.


The voting rights of the Members are as follows:






6.5.1.


Each Member Party has, at the least, one vote. A Member Party with representation in the European Parliament of up to 4 representatives has two votes. A Member Party with five or more representatives in the European Parliament has three votes. The exact number of votes will be set by the Council when accepting the membership of a candidate or whenever a change in circumstances justifies an adaptation of the voting rights according to the above-mentioned rules (and without prejudice to article 4.4.1 of the Bylaws).










6.5.2.


Affiliated Organisations have one vote each.










6.5.3.


The Individual Members have one vote each.










6.5.4.


The Global Members only have the right to attend the Council meetings and to express their opinion during these meetings, but will have no vote and do not count towards quorum.










6.5.5.


The Directors have one vote each.
















6.6.


The Member Parties and the Affiliated Organisations are represented in the Council by their Delegates, appointed by them in accordance with the rules set out by the Council in the Internal Regulations.
Each Member Party and Affiliated Organisation has as many Delegates as it has voting rights. A Delegate cannot act for more than one Member.
If a Delegate cannot attend a Council meeting he may appoint a proxy-holder which must be a third party (i.e. not a Delegate or Member).
At a Council meeting, Member Parties can only exercise a number of votes equal to their Delegates that are present or represented.

Inter alia for the calculation of the quorum, a Member Party or Affiliated Organisation will be considered present at a Council's meeting as soon as one of its Delegates is present or represented.












6.7.


Notice, indicating the date, time, place and agenda of a Council's meeting shall be sent by email, by fax or by ordinary mail, to all Members, at their last address as it appears from the register of Members, at least 28 (twenty-eight) days before the scheduled date of the Council's meeting. For Members represented in the Council by Delegates, the notice shall be sent to their Delegates at the address communicated to the ACRE in accordance with the Internal Regulations.












6.8.


Except in the cases where the Bylaws or the Law require a greater quorum, the Council shall be validly constituted when not less than one third (1/3) of the Members is present or represented.
If, however, such a quorum is not reached at a given meeting of the Council, the Board may convene a second meeting with the same agenda and should do so within 15 calendar days after the first. The meeting will take place within a period of 3 (three) to 6 (six) weeks after the date of the first meeting. This meeting will be validly composed regardless of the number of Members present or represented.
All resolutions shall be adopted by a simple majority of the votes cast, except in the cases where the Bylaws or the Law provide otherwise. Abstentions or when the vote is in writing, blank or irregular votes, are not taken into account in the vote count. In the event of a tie, the Chairman of the Council (appointed in accordance to article 6.12 of the Bylaws) shall have the casting vote. If the Chairman of the Council can be considered to have a conflict of interest, this task falls to the Secretary-General, and then to the elder of the Vice-Presidents.
Items and proposals which have not been included in the agenda, may be considered by the Council upon approval by a majority vote of the Members which are present or represented.












6.9.


The meeting of the Council can be held by means of a teleconference, videoconference or circular letter. Decisions taken during such meetings are deemed to be taken at the registered office of the ACRE and come into force on the date of the teleconference or videoconference or the date set in the circular letter.












6.10.


The resolutions of the Council shall be recorded in approved minutes and kept in a special ‘minutes book’ at the ACRE registered office and are available to all Members.












6.11.


Resolutions of the Council are binding on all Members, including those absent or dissenting.












6.12.


The Council shall be chaired by the President of the Board. He shall have all the usual powers and duties of a chairman of the Council. In his absence, the Council shall be presided by the Secretary-General, and in his absence by the longest serving Vice-President and in the case of a tie by the elder of the Vice-Presidents.












6.13.


Additional rules relating to the practical organisation and conduct of the meetings of the Council may be laid down by the Council in the Internal Regulations.





Article 7


The Conference









7.1.


The Conference sets the general aims and objectives of the ACRE for the next period of two-and-a-half years and discusses the work and aims achieved of the last two-and-a-half years. The Conference has an advisory role.












7.2.


The length of mandate for one conference is two-and-a-half years.












7.3.


The composition of delegations for Conference meetings is based on the principle of a minimum of three delegates per Member Party and one vote each for the other Members. The allocation of votes for Members is based on their size and other criteria and is set by the Council in the Internal Regulations.












7.4.


Additional rules relating to the agenda, timetable and conduct of the meetings of the Conference are determined by the Council in the Internal Regulations.





Article 8


The Board of Directors









8.1.


The Party is managed by a Board of Directors (the ‘Board’), composed of a minimum number of 4 and a maximum number of 8 members (the ‘Directors’), i.e. the President, between two and six Vice-Presidents and/or the Secretary-General. The Council appoints the Directors and elects the President, Vice-Presidents and Secretary-General amongst them. When there are three Members, the Board will be composed of two Directors. In any event, the number of Directors must always be less than the number of Members.












8.2.


The Directors are appointed for a maximum period of two-and-a half year. The term of office will take effect immediately after their appointment by the Council, unless otherwise stipulated by the Council. When the mandates come to the end of their term and are not renewed, the Directors continue to perform their mandate until their successors are appointed. They can be re-elected. The mandate of the Directors is not remunerated.












8.3.


The mandate of Director can be terminated at any time by the Council without motivation of this decision. Each director who desires to resign must inform the Board thereof in writing. The next Council's meeting will decide on replacement of the Director and until that date the other Directors will fulfil the duties of the resigning director.












8.4.


The Board has the power to perform all lawful acts of management and administration useful or necessary for the realization of ACRE's purpose and objectives, with the exception of those specifically reserved for the Council. As such, the Board is, inter alia, responsible for the day-to-day management of the ACRE, its finances and the execution of the decisions of the Council.
The Board may, without being limitative and without prejudice to all the other powers resulting from the Law or the Bylaws, perform and conclude all acts and contracts, make agreements, reach settlements, acquire, change or sell movable or immovable goods or mortgage immovable goods or rights, conclude loan agreements, accept all legacies, gifts, subsidies and transfers.
The Board shall, inter alia, have the power to enter into agreements with employees, agents and consultants, fix their compensation and prescribe their duties, suspend and/or terminate such agreements.
The Board may, under the conditions set by the Council in the Internal Regulations, designate Parties, movements and organisations from countries outside of Europe as Regional Partners and submit them for acknowledgement to the Council. The Board may revoke and the Regional Partner may renounce such designation at any time.
The Board is entrusted with the task to gather support, a.o., within the European Parliament, for the ACRE and its purpose and objectives (including the Reykjavik Declaration and any subsequent document approved by the Council). In this respect, the Board may decide to establish and keep lists of signatories, comprising individuals deemed politically influential and who publicly support the principles of the Reykjavik Declaration (or any subsequent document approved by the ACRE) and undersign such lists, to be used for whatever purposes agreed upon with the signatories.












8.5.


Meetings of the Board are called and chaired by the President or any director designated by the President. Special meetings of the Board shall be held at the request of the Secretary-General or of not less than one-third of the Directors.












8.6.


Except in case of emergencies, Board of Directors' Meetings shall be called by a first notice précising the date and the general location or means of the meeting and sent at the least 28 days prior to such meeting. At the least 2 business days prior to the date of such meeting, a second notice will be sent including the agenda and all proposals for motions, papers for consideration and any other business for the Board's consideration. Notices shall be sent by fax, by mail or by email. Meetings may be held without notice if all Directors are present or represented or if those not present waive notice of the meeting before the meeting.












8.7.


Each Director may designate another Director who shall be given written proxy for the meeting of the Board and who shall have full authority to represent, vote and act for such Director in all matters on the agenda, provided that each Director may represent not more than one other Director.












8.8.


The Board can deliberate validly only if at least half of the Directors are present or represented. If, however, such a quorum is not reached at a given meeting of the Board, a second meeting may be convened no earlier than eight calendar days after the first hearing (except in case of emergency in which case this term does not apply), which meeting shall be validly composed regardless of the number of Directors present or represented.












8.9.


The resolutions of the Board shall be adopted by a majority vote of the Directors present or represented. In case of a tie, the vote of the President shall be the deciding vote.












8.10.


The meeting of the Board may be held by conference call, videoconference or, after deliberation, by circular letter.












8.11.


The resolutions of the Board shall be recorded in approved minutes and kept in a special minute book. Copies of all minutes shall be provided to each Director.












8.12.


The Board can delegate specific decision powers and/or trust specific mandates to a proxy or a specific (sub) committee.












8.13.


Additional rules relating to the agenda, timetable and conduct of the meetings of the Board may be laid down by the Council in the Internal Regulations.












8.14.


The Board may delegate the daily management to the Secretary-General. The Secretary-General may delegate well defined and specific parts of his/her powers for particular or specific purposes to a third party.





Article 9


Financial administration









9.1.


The ACRE will keep its accounts in accordance with the Regulation and, complementarily, the Law as well as the applicable regulations in execution thereof.












9.2.


The financial year shall begin on January 1 and end on December 31 of each year.












9.3.


The Board must submit the accounts for the past financial year as well as the budget for the next financial year to the Council for approval.












9.4.


The accounts of the ACRE may be audited and certified at the end of each financial year by a firm of certified public accountants appointed by the Council.












9.5.


The Board can appoint a Treasurer and a Compliance Officer to assist with financial matters should it consider it necessary. If appropriate, the two positions can be filled by the same individual.












9.6.


The mandate of the Treasurer and of the Compliance Officer can be revoked at any time by the Board.





Article 10


Legal liability and representation









10.1.


The Members as well as the Directors are not liable for the obligations of the ACRE. The liability of the Directors is limited to a proper performance of their mandate.












10.2.


The ACRE may be validly represented with respect to all acts, including court proceedings, by either the President acting alone or the Vice-Presidents acting jointly, without being obliged to offer proof to third parties of a prior decision of the Board. The President may delegate his representation power to the Secretary-General for particular acts and purposes. The Secretary-General will act within the limits of his power-of-attorney.












10.3.


The Secretary-General may represent the ACRE with respect to acts, including court proceedings, within the limits of the daily management and shall not be obliged to offer proof to third parties of a prior decision of the Board.












10.4.


The ACRE is also validly represented by an attorney-in-fact, within the limits of his power-of-attorney.





Article 11


Changes to the Bylaws and liquidation of the ACRE









11.1.


Every proposal to amend the Bylaws, to proceed with a voluntary dissolution as European political party and/or to dissolve the ACRE must emanate from the Board or by Members representing one third of the votes in the Council. The proposed amendments to the Bylaws of the ACRE must be mentioned in the notice calling the meeting of the Council. The resolutions in relation to the amendments to the Bylaws, the voluntary dissolution as European political party and/or the decision to dissolve the ACRE shall be made with a majority of 2/3 of the votes of the Members present or represented. However, when the amendment concerns the purpose(s) of the ACRE, a decision of amendment can only be taken with a majority of 4/5 of the votes of the Members present or represented. Abstentions or, when the vote is in writing, blank or irregular votes will count as negative votes.












11.2.


An attendance quorum of at least 2/3 of the Members is required for decisions regarding amendments to the Bylaws or the voluntary dissolution as European political party and/or the liquidation of the ACRE. Where this quorum is not reached, a new meeting of the Council shall be called no earlier than 15 calendar days after the first meeting. The second meeting of the Council shall be entitled to take valid decisions irrespective of the number of Members present or represented.












11.3.


All decisions regarding the amendment of the Statutes, the voluntary dissolution as European political party, the liquidation conditions, the appointment and resignation of liquidator(s), the closing of the liquidation and the disposition of the assets will be filed with the commercial court and will be published in the Annexes of the Belgian Official Journal, in accordance with the Law and the Regulation.












11.4.


In the event that the ACRE is dissolved, the Council shall decide by a simple majority of the votes cast on (i) the appointment, powers and remuneration of the liquidators, (ii) the methods and procedures for the liquidation of the ACRE and (iii) the destination to be given to the net assets of the ACRE.












11.5.


Without prejudice to article 11.6 of the Bylaws, in the event of the final liquidation of the ACRE, after settlement of contractual obligations to staff and other obligations, the remaining net assets will be allocated to an organization with a similar non-profit purpose.





Article 12


Additional provisions









12.1.


The Council shall adopt and may amend the Internal Regulations of the ACRE. The Internal Regulations regulate the functioning of the ACRE and of its bodies in general and may not conflict with the Bylaws. The Bylaws supersede the Internal Regulations.












12.2.


ACRE is governed by the Regulation. For the matters not governed by the Regulation or where a matter is only partially addressed, for the aspects not covered by the Regulation, ACRE shall be governed by the applicable provisions of Belgian law. For matters not governed by the Regulation or by the provisions of Belgian law, or where a matter is only partially addressed, for the aspects not covered by the Regulation and the Belgian law, ACRE is governed by the provisions of its Bylaws and, by default, by its Internal Regulations.












12.3.


ACRE strictly complies with any transparency requirements imposed by the Regulation and the Belgian law, as well as any other statutory applicable provision, in particular as regards the bookkeeping, accounts and donations, privacy and the protection of personal data.












12.4.


Any candidate for a governing body of ACRE will be selected on the bases of objective selection criteria including, at least, his/her relevant experience and his/her availability as well as, if necessary, any other criteria specified in the Internal Regulations. A candidate must also adhere to the political program set out in article 3.2 of the Bylaws.





Appendices:







1.


The Declaration of Reykjavik;










2.


The list of Members Parties;






ANNEX ONE

Reykjavik Declaration, signed May 2013

The Alliance of Conservatives and Reformists in Europe (ACRE) brings together parties committed to individual liberty, national sovereignty, parliamentary democracy, the rule of law, private property, low taxes, sound money, free trade, open competition, and the devolution of power.






1.



ACRE believes in a Europe of independent nations, working together for mutual gain while each retaining its identity and integrity.











2.



ACRE is committed to the equality of all European democracies, whatever their size, and regardless of which international associations they join.











3.



ACRE favours the exercise of power at the lowest practicable level – by the individual where possible, by local or national authorities in preference to supranational bodies.











4.



ACRE understands that open societies rest upon the dignity and autonomy of the individual, who should be as free as possible from state coercion. The liberty of the individual includes freedom of religion and worship, freedom of speech and expression, freedom of movement and association, freedom of contract and employment, and freedom from oppressive, arbitrary or punitive taxation.











5.



ACRE recognises the equality of all citizens before the law, regardless of ethnicity, sex or social class. It rejects all forms of extremism, authoritarianism and racism.











6.



ACRE cherishes the important role of civil associations, families and other bodies that fill the space between the individual and the government.











7.



ACRE acknowledges the unique democratic legitimacy of the nation-state.











8.



ACRE is committed to the spread of free commerce and open competition, in Europe and globally.











9.



ACRE supports the principles of the Prague Declaration of March 2009 and the work of the European Conservatives and Reformists in the European Parliament and allied groups on the other European assemblies.







ANNEX TWO
A.   
List of all Member Parties








—


Conservative Party (UK)










—


Ulster Unionist Party (UK)










—


Občanská demokratická strana (Czech Republic)










—


Sjálfstæðisflokkurinn (Iceland)










—


Tēvzemei un Brīvībai/LNNK (Latvia)










—


Hrvatska Konzervativna Stranka, HKS (Croatia)










—


Akcja Wyborcza Polaków na Litwie (Lithuania)










—


NOVA (Slovakia)










—


Popular Front Party for the Whole of Azerbaijan, PFPWA (Azerbaijan)










—


Pokret za Promjene, PzP (Montenegro)










—


M10 (Romania)










—


Alternativ Demokratesch Reformpartei (Luxembourg)










—


Prawo i Sprawiedliwość (Poland)










—


Občianska konzervatívna strana (Slovakia)










—


Sloboda a Solidarita (Slovakia)










—


Georgian Conservative Party (Georgia)










—


Direzione Italia (Italy)










—



Hin føroyski fólkaflokkurin – radikalt sjálvstýri) (Faroe Islands)










—


Partidul Noua Republică (Romania)










—


Finns Party (Finland)










—


Prosperous Armenia Party (Armenia)










—


AK Party (Turkey)










—


BPF Party (Belarus)










—


UBP Party (Northern Cyprus)










—


Republican Party (Albania)