European Regional Information Society Association 24, Boulevard de l’Empereur, B-1000 Brussels Tel: + 32 2 230 03 25 - Fax: + 32 2 230 92 01 e-mail: member@erisa.be www.erisa.be
Who is Erisa? Members’ Services Application Form Statutes Memorandum of Understanding Members’ Roles and Obligations
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MEMBERS’ SERVICES
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APPLICATION FORM
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moving from policy to practice
The European Regional Information Society Association MEMBERSHIP APPLICATION FORM APPLICATION FORMS SHOULD BE COMPLETED IN BLOCK CAPITALS. THE ORIGINAL SIGNED FORM SHOULD BE RETURNED TO THE FOLLOWING CONTACT POINT:
Erisa 24, Bd. De l’Empereur B-1000 Brussels, Belgium
Fax: + 32 (0) 2 230 92 01 member@erisa.be
NOTE: Membership of Erisa is subject to:
1. Ratification of Membership Application by the Erisa General Assembly 2. Signing of Memorandum of Understanding and Statutes 3. Payment of Erisa annual membership fee
1. Membership Details Name of Region URL site: Country: Name of Representative Body (e.g. Local Authority): Address of Representative Body:
Contact Person in Representative Body (please include name, telephone, fax, e-mail):
Contact Person in Brussels/if applicable (please include name, address, telephone, fax, e-mail):
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Legal Status of Representative Body:
Summary of Representative body’s work in the area of the Information Society and Regional Economic and Social Development:
2. Statutes Name of signatory: Title and Position of Signatory: Contact details of signatory (please include organisation, address, telephone, fax and e-mail)
3. Annual Membership Fee Name of organisation to be invoiced: Address of organisation to be invoiced:
Contact person within this organisation (please include name, telephone, fax &e-mail):
Organisation’s VAT number: I confirm that the above’s information is true and correct: Signature............................................... Date..................................... Print name..................................... Erisa Membership Application Form is available for download on www.erisa.be
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S T A T U T E S
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moving from policy to practice
The European Regional Information Society Association STATUTES INTERNATIONAL ASSOCIATION WITH PHILANTHROPIC, RELIGIOUS, SCIENTIFIC, ARTISTIC OR PEDAGOGIC GOALS Article 1 : Name An international non-profit making association under Belgian law is hereby established, governed by the Law of 27th June 1921 (twenty-seventh of June, nineteen hundred and twenty-one), dealing with non-profit making associations, non-profit making international associations and foundations, as amended by the Law of 2nd May 2002 (second of May, two thousand and two), entitled “The European Regional Information Society Association” abbreviated as “Erisa”.
Article 2 : Registered Office The registered office of the Association is located in 1000 Brussels, Boulevard de l’Empereur 24 in the judicial district of Bruxelles – Halle – Vilvoorde. The registered office may be transferred to any other place in Belgium following a decision of the Board of Directors published in the Moniteur Belge (the Belgian State Gazette).
Article 3 : Objectives The Association is an international non-profit making organization. All funds available to the Association will be devoted to the pursuit of the Association’s aims and objectives. Its main objective is to promote the exchange of information and experience between members particularly with regard to the development of the Information Society and the take up of ICT (information and communication technologies) based applications, services and methodologies. With a view to participating in the European Agenda on the development of the Information Society, it will put in place a permanent forum for political discussions on regional development and information society issues.
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It will mobilize any system, service or activity which may directly or indirectly assist its members in achieving their objectives with optimum professionalism and efficiency.
Article 4 : Duration The Association is established for an indefinite duration and may be dissolved at any given moment in accordance with the law and its Statutes.
Article 5 : Membership and Membership Fees The Association is open to membership from all regional entities and/or public or private bodies which have a legal identity and are concerned with the economic and social development of a European region (“Regional or Full Members”, not limited to members of the European Union). Membership is subject to the approval of the General Assembly, signature of the Memorandum of Understanding and Statutes, and payment of the Association’s membership fee, fixed annually by the General Assembly. Payment of the annual subscription is due each year within 90 days of the date of issue of the invoice or 31st March whichever is the later. Failure to pay the annual subscription by the due date may result in suspension of membership rights at the discretion of the Board of Directors. The Association is also open to a second category of membership to be called “Associate Members”. Associate Membership is reserved for specific entities such as research institutes, universities, scientific parks, other territorial entities and public organizations etc. that will be able to contribute to and take full advantage of the activities of the Association but will not have voting rights at the General Assembly. Associate Membership is subject to the approval of the General Assembly, signature of the Memorandum of Understanding and Statutes, and payment of the Association’s Associate Membership fee fixed annually by the General Assembly. Private companies may also apply to become Corporate Members of the Association. Corporate Membership will also be subject to the approval of the General Assembly, signature of the Memorandum of Understanding and Statutes, and payment of the Association’s Corporate Membership fee fixed annually by the General Assembly. Corporate members will agree between them the selection of one official representative. The official representative of Corporate Members will not have voting rights at General Assembly meetings but will be entitled to a seat on the Board of Directors
Article 6 : Resignation, Transfer of Membership & Exclusion All members are entitled to resign from the Association but there will be no refund of fees already paid. Members may resign with effect from the end of a calendar year by providing written notice to the Association at least sixty days before the end of the calendar year. Notice of resignation must be made by registered post to the Association’s registered office.
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The exclusion of a member from the Association can be proposed by the Board of Directors to the General Assembly once it has heard the member’s defense. Such exclusion will be passed by the General Assembly if a majority of two-thirds of members present or represented vote in favor of it. Members which cease (following exclusion or otherwise) to be part of the Association do not have rights to the Association’s assets. Regional Members may transfer their membership to another organization or institution within their region. In this case, both parties have to provide written notice to the Association, signed by representatives of both bodies and stating from which date the transfer of membership will be operative. The organization or institution to which membership rights pass will be required to sign of the Memorandum of Understanding and Statutes, and make payment of the Association’s membership fee fixed annually by the General Assembly with effect from the agreed date.
Article 7: Members’ obligations. Each year, along with payment of the annual subscription, Regional Members are required to comply with requests for updates to regional data and indicators so as to maintain the Association’s information systems in an up-to-date manner.
Article 8: General Assembly - Composition and Voting Rights The General Assembly of the Association is composed of all fully paid-up members of the Association. Representatives of each member, moral person, individuals working for Member Regions, Corporate Members and Associate Members are entitled to attend and speak at meetings of the General Assembly but only the officially nominated representative of each Member Region (or his or her nominated written proxy) may vote.
Article 9 : General Assembly - Authority The General Assembly is the governing body of the Association. It will have the authority to execute any legal deed necessary or conducive to the achievement of the objectives of the Association. The following matters in particular come within its remit: »» »» »» »» »»
election of President for a period to be determined, election of a Vice-President for a period to be determined, election and dismissal of a Board of Directors (see Article 13), and the determination of the duration of it’s mandate; approval of the budget and the accounts; determination of the amount of the annual subscriptions;
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»» »»
approval and discharge of the Board of Directors; amendment to the Statutes and dissolution of the Association.
Article 10 : General Assembly - Ordinary and Extraordinary General Meetings The General Assembly will convene at least once a year, within six months of the close of the financial year. The President of the Board of Directors will convene an Extraordinary General Meeting at the written request of the nominated representatives of a minimum of one third of the Regional Members. The Board of Directors can convene an Extraordinary General Assembly when the interests of the Association demand such a meeting. A written invitation stating the date, time, place and agenda will be sent to all members of the Association by letter, fax or electronic mail at least four weeks before the date set for an Ordinary General Meeting and at least two weeks before the date set for an Extraordinary General Meeting.
Article 11 : General Assembly - Quorum and Majority A quorum at a General Meeting is formed by the presence or proxy of a minimum of one third of the member regions. Resolutions are passed by a simple majority of the votes present or represented by written proxy, unless the law or these Statutes states otherwise. Each member can be represented at the General Assembly by another member; however, each member can only hold one proxy vote. In the event of a tied vote, the President or his/her Deputy will have the deciding vote. Items not appearing on the General Assembly agenda cannot be taken. Exceptionally, at the instigation of the Board of Directors, decisions by the General Assembly may be taken by means of an electronic vote. In such cases, Assembly members will first be asked to vote electronically to take a decision by electronic means. Provided that members so agree, the resolution in question shall be determined by an electronic vote. Those not casting their vote shall be deemed to favour the resolution.
Article 12 : General Assembly - Minutes The resolutions of the General Meeting are entered in the minute book and signed by the President or his/ her deputy. This minute book is kept at the registered office and may be consulted there by all members, but may not be removed. A copy of the minutes will be sent to all members. 14
Article 13 : Board of Directors - Composition The Association is administered by a Board of Directors with a minimum of 3 members including a President and Vice-President elected by the General Assembly. The first Board of Directors will be nominated for a period of one year. They can be dismissed at any time by the General Assembly through a simple majority vote of members present or represented. The duties of the Board of Directors are to support and assist the General Assembly in setting the strategic direction of the Association and to ensure that the strategic objectives agreed by the General Assembly are achieved. The Board of Directors shall meet as frequently as required, and communicate electronically or by other means, so as to fulfill its duties.
Article 14 : Board of Directors - Authority The Board of Directors shall be responsible for all matters delegated to it by the General Assembly. It can delegate daily management to the president, a director or any other proposed individual. It can confer on one or more persons special defined authority notably to represent the Association in legal matters. Any such delegation of special authority will be communicated in writing to all members.
Article 15 : Meetings, Quorum and Majority A quorum at a Board of Directors is formed if at least the President or Vice President and 1 other member are directly represented. Decision making by the Board of Directors shall ordinarily be achieved by consensus. When it is necessary to make a decision on the basis of voting, each member shall have one vote and decisions will be based on a simple majority. In the case of a tied vote, the President or Vice President shall have a casting vote. A Director may be represented by another Director; however, each Director may only hold one proxy vote. Exceptionally, at the instigation of the President, decisions of the Board of Directors may be taken by means of an electronic vote. Those not casting their vote shall be deemed to favour the resolution.
Article 16 : Representation of the Association All deeds which bind the Association, except in special cases, are signed by the President and one member of the Board of Directors who are not required to justify to third parties the authority conferred on them for this purpose. Legal action, be it as plaintiff or defendant, is conducted by the Board of Directors, represented by its President or Vice President or a member appointed for the purpose by the General Assembly.
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Article 17 : Minutes The resolutions and decisions of the Board of Directors are recorded in minutes signed by the President or Vice President and kept in a minute book at the Association’s registered office. The minute book cannot be removed from those offices. A summary of the minutes will be made available to members on request.
Article 18: Patrons The position of Patron is created so that the Association may benefit from the expertise and advice of a small number of voluntary individuals, motivated to helping the Association consolidate its presence and influence. Patrons are nominated by the Board of Directors and approved by the General Assembly for a term of two years. On an ad hoc basis decided by the Board of Directors, Patrons may be invited to participate in or represent the Association at meetings including the General Assembly and Board Meetings, etc., in which case they will have no voting rights but will have full access to the documentation prepared for the Board Members.
Article 19 : Accounts The financial year closes on 31st December of each year. The Association’s accounts will be examined at the close of each financial year by a Company of Auditors appointed for this purpose by the Board of Directors, which will also stipulate the fees. The Board of Directors is required to submit the accounts of the previous financial year and the budget for the forthcoming financial year for the approval of the General Assembly.
Article 20 : Funds The Association will be funded by the annual membership subscriptions, private or public contributions and payments for services rendered within the context of the Association’s objectives. The Board of Directors will propose the amounts of membership subscriptions and the expenditure budget, which must be approved by the General Assembly. Any amendments to the amount payable in subscriptions will come into effect thirty days after written notification thereof to the members.
Article 21 : Amendment to the Statutes Without prejudice to Article 50 § 3 of the law of 27th June 1921, any proposal having for object a modification with the Statutes or the dissolution of the Association must emanate from the Board of
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Directors or at least two thirds of the Full Members of the Association. The Board of Directors must make its proposal(s) available to the members of the Association at least three months in advance of the date of the General Assembly which will rule on the aforementioned proposal. The General Assembly can validly deliberate only if it joins together two thirds of the members being entitled to vote, present or represented in the Association. No decision will be required if it is not voted by a majority of two thirds of the votes. However, if this General Assembly does not join together two thirds of the members (having voting rights) of the Association, a new General Assembly will be convened under the same conditions as above, which will rule definitively and validly on the proposal in question, by the same majority of two thirds of the voices whatever the number of the members present or represented. The modifications made to the social subject of the Association will be effective only after the approbation by royal decree and published in accordance with the article 50 of the law of 27th June 1921. The General Assembly will fix the mode of dissolution and liquidation of the Association. The inheritance resulting from liquidation will be affected at a not involved end.
Article 22 : Dissolution The dissolution of the Association may be decreed only by a General Meeting specially convened for the purpose, which meets under the conditions governing amendments to the Statutes, as mentioned in Article 21 above. In the event of dissolution, the General Meeting will appoint one or more receivers, agree their fees, define their powers and determine the distribution of the Association’s assets in accordance with the following: The funds, investments and other assets of the Association will be distributed amongst the members of the Association on the basis of the number of full years during which they have been members of the Association, once all debts and obligations of whatsoever nature have been discharged, if necessary by the members.
Article 23 : General Regulations All matters not expressly governed by these Statutes, including advertisement formalities, will be governed in accordance with Belgian legislation.
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Name of Region:
Organisation:
Address:
Date:
Name of signatory:
Signature:
Erisa 24 Boulevard de l’Empereur, B-1000 Brussels, Belgium Tel/Fax: +32 (0) 2 230 92 01 E-mail: member@erisa.be Enterprise Nº: 0850954769 Erisa Statutes is available for download on www.erisa.be
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MEMORANDUM OF UNDERSTANDING
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moving from policy to practice
The European Regional Information Society Association MEMORANDUM OF UNDERSTANDING 1. Background The European 2020 Strategy and Digital Agenda aims at delivering sustainable economic and social benefits from a digital single market based on fast and ultra-fast internet and interoperable applications. Erisa regions, therefore, agree to establish closer links in order to shape their ways to the Information Society at a regional level as a means to promote their economic and social development.
2. Objectives The overall objectives of the European Regional Information Society Association will be: • to promote universal access to ICT-based services and applications in the regions with a view to generating new employment opportunities, improving quality of life and addressing the challenges of structural adjustment, social inclusion, economic cohesion, democratic decision making and sustainable development in less favoured regions. • to enhance the economic and social development of member regions by implementing new ICT-based applications and services, through sharing of good practice in benefiting from new opportunities and reducing risks. • to provide a platform to exchange information and experience with other member regions of the Association involved in developing the Information Society; • to provide a forum to discuss policy relevant to regional development and the Information Society.
3. Commitment The member regions of the European Regional Information Society Association will, so far as is possible, give: a) a commitment to follow, within their region, an approach based on organised dialogue, partnership and shared visions, strategies, policies and actions between key regional players, by
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• promoting a wider awareness of the potential of new ICT applications and services and to ensure that these reflect a balance between economic competitiveness and social needs, in terms of contributing to employment growth and the improvement of the quality of life and the environment; • establishing a partnership between the public sector, the private sector, the social organisations, and the urban and rural areas of the regions, and to identify demands for new applications and services, and to assess their economic feasibility in relation to user needs and market demand; • integrating regional and national actions in this area thus ensuring that they complement one another; • acting as a catalyst for the development of the Information Society through support for the uptake of telematics applications and services throughout the region. b) a commitment to collectively endeavour • to exchange information, experience and lessons learned between the members and with other regions and to disseminate best practice of ICT-based applications, services and methodologies; • to explore the establishment of a forum to discuss key policy issues on regional development and the Information Society, in order to participate in setting the ongoing European agenda on Information Society development; • to create awareness on regional issues related to the development of the Information Society amongst decision makers in key economic, political and social institutions at regional, national and European level;
4. Mechanism a. Each of the Association member regions will ensure the provision and, widespread and intensive use of standard basic services covering electronic mail and file transfer, and will participate in the establishment, development and use of a common electronic communications platform. b. Association member regions will offer to share and exchange information and experience with other Association member regions. Participants in each region agree to support and participate in the Associationandtoshareinformationaboutthedevelopmentofapplicationsandservicesintheirregion.Member regions will also explore the possibilities for co-operative project development and interaction with existing and new services.
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5. Member regions are committed to a long term approach to this initiative and will seek the support of the European Commission in this regard.
Name of Region:
Organisation:
Address:
Date:
Name of signatory:
Signature:
Erisa 24 Boulevard de l’Empereur, B-1000 Brussels, Belgium Tel/Fax: +32 (0) 2 230 92 01 E-mail: member@erisa.be Enterprise Nº: 0850954769 Erisa Memorandum of Understanding is available for download on www.erisa.be
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MEMBERS’ ROLES AND OBLIGATIONS
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MEMBERS’ OBLIGATIONS According to Art.7 of Erisa Statutes, each year, along with the payment of the annual subscription, Regional Members are required to update their regional data and indicators in order to maintain the Association’s information systems in an accurate manner. Taking this into consideration, please remember to fill in the Erisa Member Update Form and send it along with the payment of your annual subscription to member@erisa.be. If you have been a member of Erisa for more than one year, please complete only the fields that need to be updated.
Erisa Members’ Update Form
Short information about the region:
Website: Logo:
LinkedIn:
Facebook:
Twitter:
Contact person in the region (name, adress, telephone, e-mail, skype) :
Contact person in Brussels - if applicable (name, adress telephone, e-mail, skype: Current ICT projects (short description, website, partners, budget, project funding) :
e-Strategy/ ICT priorities : ICT field of interests (e-health, e-learning, e-government, etc.) : We expect from Erisa...
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Erisa Members’ Roles Tick a box if interested
Candidate for board of directors Qualify as a subject matter expert Become research partner Take the lead in a project Host an event Sponsor activities
Erisa Members’ Roles and Obligations Form is available for download on www.erisa.be
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moving from policy to practice
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Erisa 24 Boulevard de l’Empereur, B-1000 Brussels, Belgium Tel: + 32 (0) 2 230 03 25 / Fax: +32 (0) 2 230 92 01 www.erisa.be member@erisa.be