Costituita la European Federation of Energy Law Associations - EFELA
Milano, 28 settembre 2017
European Federation of Energy Law Associations
Article 1: Name, Identity and Duration
(1) The Association is called "European Federation of Energy Law Associations", abbreviated EFELA. It may be referred to under equivalent names in each of the official languages of the European Union.
(2) EFELA has legal personality and is established as an International Non-Profit Organization under French law.
(3) EFELA is founded for an indefinite period of time.
Article 2: Basic Principles
EFELA is based on and committed to the principles of political and economic independence, diversity of legal traditions, and cooperation among lawyers in energy law from different backgrounds: academics, attorneys, regulators, judges, legal professionals, and jurists involved in government or the legislative process.
Article 3: Purposes of EFELA
EFELA has its aims and purposes to:
(1) Promote energy law and facilitate a better understanding of legal issues related to the energy sector;
(2) Create a network of legal experts on energy law issues throughout Europe;
(3) Provide institutions (at a national and European level) with a forum for discussion on topics related to EU and comparative energy law of high technicality.
In order for EFELA to achieve these purposes, it may, either on its own or, where appropriate, in collaboration with other institutions, inter alia:
- Disseminate information related to energy law at national level (cross reference websites of energy law associations with information on energy law reviews, university programs and information for the public);
- Create a network of people (of those working and researching on energy law and policy from a variety of legal backgrounds) and associations (create EU wide directory, promote participation to national events organized by Energy law associations);
- Promote EU and comparative energy law studies (organize a symposium on an annual basis, organize seminars or meetings dedicated to the study of EU and comparative energy law issues, and reward annually the best article/thesis dealing with EU energy law issues).
Article 4: Bodies and officers of EFELA
(1) EFELA shall have the following statutory bodies:
(a) a General Assembly
(b) an Executive Committee,
(c) a Scientific Committee, which is a consultative body of disinterested persons highly qualified as regards energy law and economic issues;
(2) EFELA shall have the following executive officers:
(a) the President of EFELA (hereinafter "President");
(b) up to three Vice-Presidents of EFELA (hereinafter "Vice-Presidents"); and
(c) the Treasurer of EFELA (hereinafter "Treasurer").
Article 5: Seat and Administrative Office
(1) The seat of EFELA is located at 6, square de l’Opéra Louis Jouvet, 75009 Paris, France.
(2) EFELA shall establish, in France, an administrative office.
(3) The administrative office shall carry out and discharge all activities and matters directly linked with EFELA’s existence as a legal person, in particular issues of registration, taxation, and state supervision.
(4) Nothing in this Article shall preclude the Secretariat, which may be established in France or outside of France, from carrying out any of the activities provided for in Article 6.
Article 6: Secretariat
(1) The Secretariat shall support the competent bodies of EFELA in fulfilling the tasks assigned to them under these Articles of Association, any Code of Conduct or Bylaws, in particular by coordinating EFELA’s various activities.
(2) The Secretariat may be established either in France or in another European country, and may subsequently be re-established, from time to time, in different European countries.
(3) The Secretariat shall not be responsible for any of the activities that are within the competence of the administrative office under Article 5.
Article 7: Categories of members of the General Assembly
There are two categories of members:
(1) Full members:
a. Founding members: those members are National Associations dedicated to energy law that are listed below:
AEDEN (Asociación Española de Derecho de la Energia)
AFDEN (Association Française de Droit de l’Energie)
AIDEN (Associazione Italiana di Diritto dell’Energia)
APDEN (Associação Portuguesa de Direito da Energia)
HAEL (Hellenic Association of Energy Law)
UKELPA (United Kingdom Energy Law and Policy Association)
b. Other National associations dedicated to energy law that have applied to become member of EFELA and agreed upon by the Founding members unanimously.
(2) Observing members: The college of Founding Members may appoint observers who may either be: (i) individual observers; or (ii) institutional observers like national associations that have been created after incorporation of EFELA or existing associations which would like to become an observing member in order to value the interest in becoming a full member. Observing members are appointed for a maximum period of two years.
Article 8: Membership
(1) Membership is held either ex-officio for the Founding Members or following appointment by the relevant members.
(2) The General Assembly may appoint Observing members by a two thirds majority vote. It may either:
(a) approach potential candidates for membership and invite their applications; or
(b) consider applications submitted by candidates on their own initiative, provided they are supported by recommendations from two members of the General Assembly.
(3) Members of the General Assembly are required to:
(a) pay annual membership fees;
(b) participate in EFELA’s activities;
(c) act consistently with these Articles of Association, any Code of Conduct or Bylaws, and any decision taken in conformity with them;
(d) refrain from any action that may cause serious detriment to EFELA or the aims pursued by it.
(4) Membership fees shall be determined by the General Assembly with a unanimous vote. They may differ according to category of membership and, within a category, according to other appropriate criteria, as determined by the General Assembly. They may be reduced for good cause in any individual case, by decision of the General Assembly.
(5) Membership lasts for an indefinite period and ends by:
(a) voluntary resignation, which may occur at any time by notification in writing to the President;
(b) exclusion pursuant to paragraphs (6) (7);
(c) loss of legal capacity, or death. Upon membership terminating, no claim whatsoever arises to the assets of EFELA or any share thereof, or to reimbursement of membership fees paid.
(6) Where a member fails to pay the membership fee within two months of the date on which payment was due, the Treasurer shall issue the member with notification to pay. Where the member fails to provide the Treasurer with a compelling reason for non-payment within another two months of the date of the notification to pay, the member is deemed to have resigned.
(7) A member who would not comply with its obligations under article 8(3) may be excluded by a two thirds majority vote of the General Assembly. Such vote shall only take place after the member in question has been given no less than three weeks’ notice by the President prior to the vote taking place; such notice must set out the reasons why exclusion is sought and give the member no less than two weeks to respond to the notice.
Article 9: Decision making process within the General Assembly
The General Assembly comprises all Full members of EFELA which each designate one individual representatives and each count for one vote.
(1) The voting members are the Full members as referred to article 7. Observing members have a right to participate in meetings and to speak, but not to vote.
(2) The General Assembly is the competent body for the:
(a) election, discharge and dismissal of the Executive Committee members;
(b) approval of the accounts and the budget;
(c) dissolution of EFELA.
(3) An ordinary meeting of the General Assembly shall be called every year in order to discuss progress reports concerning EFELA’s projects, to approve the accounts and the budget and, where necessary, to approve the results of EFELA’s projects and to hold elections. An extraordinary meeting of the General Assembly may be called by the Executive Committee when the interests of EFELA so require.
(4) Members shall be given no less than four weeks’ notice in writing or by email to attend either an ordinary or extraordinary meeting of the General Assembly, except urgency.
(5) The Executive Committee shall determine the agenda for each meeting of the General Assembly, which must be sent to all members no later than two weeks before the date of the meeting.
(6) Each participant, except Observing Members, has a single vote. Unless the law or these Articles provide otherwise, the General Assembly shall decide by a simple majority of the votes of participant provided that this majority reaches a quorum of 50% of the members plus one.
(7) The general meeting can be held by any electronic means. On specific topics, the Chairman can ask experts to attend the meeting.
Article 10: Executive Committee
(1) EFELA shall have an Executive Committee of six members, elected by the General Assembly from among the General Assembly members including a President, up to three Vice-Presidents and a Treasurer. There should be no more than two representatives per Association and where possible one representative from each National Association. It shall have the following powers:
(a) representation of EFELA;
(b) general administration of EFELA;
(c) implementation of decisions made by the competent bodies of EFELA;
(d) any other powers delegated to it by the General Assembly.
(2) The Executive Committee may distribute its tasks among its members and delegate powers to one or more of its members, or to a third person. Unless provided otherwise,
(a) the President represents EFELA, convenes and chairs the meetings of the General Assembly, and the Executive Committee and monitors the implementation of decisions taken by the competent bodies of EFELA; the President may delegate any of these functions to one or more of the Vice-Presidents;
(b) the Treasurer develops the annual budget, monitors the accounts and financial administration, and reports to the General Assembly.
(3) The President, the Vice-Presidents, the Treasurer and the other members of the Executive Committee shall be elected for a period of three years, renewable once. They retain membership of the General Assembly.
(4) The members of the Executive Committee may resign at any time by giving notice a reasonable length of time in advance. They may, at any time, be dismissed by a two thirds majority vote of the General Assembly provided that a quorum of 50% of the members plus one has been reached.
(5) Meetings of the Executive Committee may be called by the President or by at least two of its members at any point in time. Written notification of such meetings shall be sent to each member of the Executive Committee by the President no later than one week prior to such meeting.
(6) A quorum of the Executive Committee is met when five of its members are present at the meeting. Unless the law or these Articles provide otherwise, the Executive Committee shall decide by a simple majority of the members present. Abstentions shall not count. In the case of a tied vote, the vote of the President shall be decisive.
Article 11: Scientific Committee
The Scientific Committee is a body of persons each of whom has an outstanding reputation, and is highly knowledgeable in the energy sector.
Each Full Members is entitled to designate a maximum of four members of the Scientific Committee.
The Scientific Committee shall give a non-binding opinion:
a) as regards the organization of the events of the Federation (topics, speakers, etc., cf. article 3 of the statute);
b) the annual award for best article/thesis, see Article 3 of the statute) and
c) any scientific matter it deems appropriate.
The Scientific Committee is lawfully convened and needs to meet a quorum of 50% of its members plus one. Its proposals and decisions should then be adopted by a simple majority, with the minority view being also quoted.
The Scientific Committee adopts its rules of procedure that it submits for approval to the Executive Committee.
Article 12: Honorary Presidency
The General Assembly may nominate, by unanimous vote, Honorary Presidents among personalities who have rendered valuable services to EFELA and are highly knowledgeable in the energy sector.
Honorary Presidents have no voting rights and do not pay any membership fees. They can attend all the meetings of the General Assembly and the Executive Committee and participate in EFELA’s activities.
Article 13: Conflicts of Interest
(1) To secure the independence of EFELA and to further its purposes, the statutory bodies, members of the General Assembly, of the Executive Committee and of the Scientific Committee must act consistently with EFELA’s basic principles as defined in Articles 2 and 3.
(2) Members of the General Assembly, of the Executive Committee and of the Scientific Committee, in respect of all acts and decisions of any kind taken as Association members, must avoid all conflicts of interests, whether personal, financial, professional or otherwise.
Article 14: Accounts and Budget
(1) The financial year of EFELA shall run from the 1st of January to the 31st of December.
(2) The revenues of EFELA may consist of
(a) membership fees;
(b) profits from activities as described in Article 3 of these Articles;
(c) gifts and subsidies.
(3) The approval of the accounts and the budget by the General Assembly shall discharge the members of the Executive Committee.
Article 15: Dissolution of EFELA and Modification of the Articles of Association
(1) EFELA may be dissolved at any time by a unanimous vote of the Founding members listed at Article 7(1) and a ¾ vote of the other full members.
(2) The present Articles of Association may be amended by a unanimous vote of the Founding members listed at Article 7(1) after consultation of the others full members.
(3) In the event of dissolution, the net assets after settling EFELA’s liabilities shall be allocated to a purpose decided by the General Assembly.
Milano, 28 september 2017