CERTIL STATUTES

DENOMINATION, HEADQUARTERS, PURPOSE, DURATION, LANGUAGE USED

Article 1

An international association for scientific purposes is formed and named EUROPEAN CONFEDERATION FOR INDEPENDENT AND LOCAL RADIOS AND TELEVISIONS, the acronym for which is CERTIL.
The Association is governed by the law of October 25^th 1919 modified by the laws of December 6^th 1954 and June 30^th 2000.

Article 2

The association registered office is established in 1000 - Brussels, at no. 30, Avenue Marnix, Belgium.
The same may be transferred to any other location within the Belgian Kingdom by decision of the Board of Directors. The decision to transfer the registered office will be published in the Annexes of the Belgian Monitor.
The association may set up, anywhere in Belgium or abroad, one or more seats of activity or administrative offices by decision of the Board of Directors.

Article 3

The association gathers national, regional and cross-border associations grouping together the independent and local radios and televisions in Europe.
The association is entirely non-profit-making and has the main purpose of studying and solving problems relating to the following objectives:
1. To defend the freedom of audio-visual communication, and to provide support to its members when these are the object of restrictions of their freedom or threats to the same;
2. To promote close-range audio-visual communication and to strive for the adoption of technical, economic and professional rules that are favourable to the enterprises exploiting the close-range presentation methods;
3. To favour the relations and intercultural exchanges between members and the elaboration of common strategies;
4.To favour the exchange of technical know-how and access to new technologies;
5. To act as the link between the members and the European institutional environments and international organisations;
6. To favour the formation of an international organisation to provide services to audio-visual distributors;
7. To set up the relevant organisational structures;
8.To form a service providing advice/information to its members, with the aim of developing all the actions compatible with the European Union legislation to assist the associated members in performing their tasks, whether these are for themselves or on behalf of third parties within the scope of the purpose of the association. This service may consist in providing advice and information of a technical, legal, organisational or all other nature deemed necessary.

Article 4

The association is formed for an unlimited duration. It may be dissolved at any time, in conformance with the law and the present statutes.

Article 5

The language used during the business meetings, in the general meetings and Board of Directors meetings will be French.

MEMBERS: DEFINITION, ADMISSION AND RESIGNATION

Article 6

The members are those legal entities legally constituted according to the laws and customs of their country of origin.
The members are those associations grouping together radio and/or television operators who adhere to the present statutes and illustrate in their actions the objectives defined in article 3.
Each member is represented by their legal representative, or by any other person duly mandated as being authorised to commit the member to all actions entered into on behalf of the association. Each member also designates a deputy representative who has the same powers in the event of the absence or an impediment on the part of the above-mentioned authorised party.
All associations applying for admission as new members should first send a written request to the Chairman, accompanied by a presentation note and the list of means the association groups together (in conformance with the presentation grid included in the standing orders).
The membership admission request is examined by the Board of Directors, who may issue an opinion, and transmit the request to the members at least one month before asking them to come to a decision.
The decision regarding the admission of a new member is deliberated during a General Meeting where 100% of the members are represented.
The admission of any new member requires the consensus of all the members. This consensus is reached when all the members vote in favour.
The association is not obliged to justify the admission refusals notified to the applicants.
In virtue of their subscriptions, members are only obliged to pay their membership fee.

Article 7

All association members are free to withdraw from the same by sending the Board of Directors their written resignation at the latest three months before the end of the financial year.
The General Meeting may exclude a member only in the following circumstances:

• cessation of activity in the radio-television domain
• exploitation of activity conflicting with the interests of the association
• delay in membership fee payment of more than one year.

Exclusion may only be pronounced after the interested party has been informed beforehand of the plan to exclude the same in writing and with reasonable notice, and after the same has been heard at the General Meeting on the matter and the latter must gather a presence quorum of 100% and attain the unanimity of votes both present and represented to pronounce the exclusion of the same, with the exception of that of the member concerned.

Article 8

Members who have resigned or been excluded have no right whatsoever on the Association’s capital.
They may not ask for any reimbursement on the membership fees paid or on the contributions made by themselves or on their behalf.

GENERAL MEETING

Article 9

The General Meeting will take place as many times as necessary, and at least once a year, by decision of the Chairman or the Board of Directors.
The General Meeting must also be convened by the Board of Directors when at least half the members request it.
Similarly, all proposals signed by at least half the members must be included in the agenda.
The Chairman or the Board of Directors may convene an Extraordinary General Meeting, in the same way as the Ordinary General Meeting.

Article 10

The summons convening the General Meeting mentions the date, time, place and agenda of the session: it is sent to the effective and deputy representatives by registered mail at least a fortnight before the meeting. The use of a confirmed fax or e-mail will be considered as valid.

Article 11

Members may, in writing, by telegram, by e-mail or by fax, give another member of the Association the mandate to represent the former at a General Meeting. Each member may not represent more than one other member.

Article 12

Bar any provisions to the contrary foreseen by the present statutes, the General Meeting alone has the power:

• to modify the statutes;
• to appoint and dismiss the directors;
• to admit new members and to dismiss them;
• to approve the accounts and budgets;
• to adopt the standing orders (R.O.I.);
• to dissolve the association.

All powers not reserved for the General Meeting are conferred to the Board of Directors.
All modifications must be submitted to the Minister of Justice and published in the Annexes of the Belgian Monitor.

Article 13

The General Meeting is chaired by the Chairman or, in the absence of the same, by a member of the Board of Directors. The attendants of the General Meeting legitimately represent the members within the association mandated in conformance with article 6. The mandates which have not been conveyed to the General Meeting beforehand must be produced during the session and appended to the attendance sheet.
An attendance sheet is drawn up and signed by each attendant. A summary of powers includes the list of members that are beneficiaries of mandates to represent another member in conformance with article 11; the summary of powers is signed by each beneficiary and the powers are attached to the same.
Each member has only one vote for each voting session.
All voting sessions will take place by a show of hands.
The General Meeting is composed legitimately and may only deliberate legitimately if three quarters of the Association members are present or legitimately represented and the decisions will be made at the General Meeting by a majority of members both present and represented.
In the event of parity of votes, the proposal is considered to be rejected.
The decisions made during a General Meeting are to be registered in a register signed by the chairman, kept by the same at the Association registered office, where it will be kept at the disposal of the association members.

BOARD OF DIRECTORS

Article 14

The association is administered by a Board of Directors elected for two years by the General Meeting.
Each member appoints a director (and a deputy) to the Board of Directors, the appointments are submitted to ratification by the General Meeting.
The Board appoints within it the Chairman, the Vice-Chairman, the Secretary-General and the Treasurer of the association.
On the grounds of their duties, the directors incur no personal obligations whatsoever and are only responsible for the performance of their mandate.
The latter is performed free of charge.
The director’s mandate is renewable.
All Directors will be dismissed by the General Meeting when the Association represented by the same ceases to be a member.
Exclusion may only be pronounced after the interested party has been informed beforehand of the plan to exclude the same in writing and with reasonable notice, and after the same has been heard at the General Meeting on the matter and the latter must attain the unanimity of votes both present and represented to pronounce the exclusion of the same, with the exception of that of the member concerned.

Article 15

The Board of Directors shall meet upon a summons by the Chairman. The Board may only give a verdict if the majority of its members are present or represented.
Any director may, in writing, by telegram or fax and e-mail, give a mandate to another member of the Board.
A director may not hold more than one mandate.
Decisions are made by a majority of three quarters of the votes.
The Board of Directors will meet at least three times a year.
Meetings of the Board can also take place by mean of teleconference and/or video teleconference. In that case the place of the meeting is established where the Chairman and the person in charged of the minutes of the meeting are..

Article 16

It is the duty of the Board of Directors to ensure the unity of the association.
The Board of Directors exercises the most extended powers for the administration and running of the association. Moreover, the Board of Directors shall exercise all the powers that are not expressly reserved for the General Meeting.
The Board of Directors may also delegate the daily running of the association to the Chairman of the Board of Directors or to another mandated person.
Documents which commit the Association other than those for daily running are signed by both the Chairman and the Vice-Chairman, or by the Chairman and the Secretary-General, who do not need to justify their powers to third parties.
The right to take legal action will be exercised for the purposes determined by and at the discretion of the Chairman or of the latter’s replacement duly mandated by the Chairman.

MEMBERSHIP FEES, RESOURCES AND CHARGES

Article 17

Each association-member shall bear the costs of his/her delegations.

Article 18

The members undertake to pay a membership fee, the amount of which shall be set by the General Meeting by consensus of all the members.

The General Meeting may set separate levels of membership fees that take into account the nature of the members, the extent of their activities and their contributory possibilities. The fee calculation method is indicated in detail in the Règlement d’Ordre Intérieur (standing orders).

Article 19

In the event of dissolution of the Association, the General Assembly shall appoint the receiver(s), shall determine their powers and indicate the disposal of the association’s net assets. This disposal must under all circumstances be made in favour of a charitable organisation.
The dissolution of the Association may only be decided by the General Meeting gathering a presence quorum as stated in article 22 of these statutes. The dissolution may equally be pronounced by request of the Public Prosecutor’s Office or of any concerned party, in the following 4 cases:
- use of capital or revenue of the association for a purpose other than that for which it was formed,
- insolvency,
- absence of administration,
- pursuit of a goal contrary to law and order or to accepted standards of good behaviour.
Bar any provisions of the statutes or of the meeting statutorily appointed for this purpose, the Court of First Instance, at the justified request of the Public Prosecutor’s Office or of any concerned party, appoints the receivers whose action is governed by the provisions of Belgian laws on trading companies.
The net assets following liquidation may only be assigned to the Members up to a maximum limit of their respective contributions and the organisation to whom the net assets are assigned after liquidation must be non-profit-making.

Article 20

The financial year begins on January 1^st and ends on December 31^st of each year.
As an exception, the first financial year shall begin on May 30 ^th 2001 and end on December 31^st 2001.

Article 21

The accounts for the last financial year and the budget for the upcoming financial year shall be submitted annually to approval by the General Meeting which will be held each year as foreseen by article 9 of the present statutes.

Article 22

All modifications to the present statutes, the dissolution and the liquidation of the Association may only be performed by decision of the General Meeting gathering a presence quorum of at least three quarters of the existing members, giving its verdict by a majority of three quarters of members present or legitimately represented during the session.
Anything not foreseen explicitly by the present statutes is regulated by the law of October 25^th 1919, modified by the laws of December 6^th 1954 and June 30^th 2000 governing international associations in pursuit of a scientific purpose.
This document, drawn up and signed in Brussels on the aforementioned date, in as many original copies as there are founders, i.e. five original copies, each founder having received his/her relative copy. An additional copy is signed for the purpose of being submitted to approval by the Ministry of Justice.