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Articles of Association

Article 1. Name
The name of the international non-profit association is "European Federation of Leasing Company Associations - International Non-Profit Association" (hereafter called "the Federation"), abbreviated as "Leaseurope International Non-Profit Association".

Article 2. Registered Office
The registered office of the Federation is located at 1150 Woluwe-Saint-Pierre, avenue de Tervueren 267 1040 Etterbeek, Boulevard Louis Schmidt 87 b.3, in the judicial district of Brussels.

Article 3. Duration
The Federation is founded for an indefinite duration.
The financial year coincides with the calendar year.

Article 4. Internal regulations
All organisational, administrative and operating procedures not included in these articles of association are governed by a set of internal regulations established by the Board of Directors and approved by the General Assembly. Any change in the internal regulations deemed to be necessary and accepted by the Board of Directors, shall be submitted to the approval of the General Assembly.
The internal regulations shall not form part of these articles of association.
The Chair of the Board of Directors shall ensure compliance with the internal regulations and inform the Board of Directors of any breach thereof.

Article 5. Purpose
The purpose of the Federation is:

  • to represent the interests of the leasing and automotive rental industry vis-à -vis bodies of the European Union and international institutions (such as, for example, the European Commission, the European Parliament, the Council of the European Union, the Committee of European Banking Supervisors (CEBS), the Basel Committee on Banking Supervision, the International Accounting Standards Board (IASB), etc.);
  • to inform the members of any European or international developments likely to affect the leasing or automotive rental industry;
  • to coordinate the views of the members so as to adopt common positions;
  • to promote the leasing and automotive rental industry at European and international levels;
  • to organise events on topical issues and/or for a specific audience;
  • to produce European-wide statistics in order to:

i) illustrate the economic importance of the leasing and automotive rental industry and the representative character of the Federation;
ii) assess the market situation, identify trends and facilitate benchmarking.

  • to provide the members with a platform so that they can:

i) exchange views and best practices;
ii) network;
iii) meet third parties.

Article 6. Activities
To achieve the purpose mentioned above, the Federation pursues the following activities in particular:

  • distributing information to members;
  • collecting information and data from members;
  • writing and publishing studies, articles and press releases;
  • carrying out research or commissioning research from third parties
  • organising events, seminars and colloquia;
  • writing and disseminating common positions.

Moreover, to achieve its purpose, the Federation may undertake any action that is directly or indirectly connected to it or is conducive to its development or can facilitate its realisation.

Article 7. Categories of members
The Federation has three four categories of members:

Full members: 'Full member' status can be granted to national associations of European countries that are recognised as representatives, in their respective countries and in accordance with their by-laws, of the professional interests of companies active in the leasing and/or automotive rental industry.
If in a specific European country a large part of the leasing and/or automotive rental industry is not represented by a national association, the Board of Directors may grant, by way of exception, full member status to one or more individual leasing and/or automotive rental companies, provided that its articles of association enable effective representation of that part of the industry that is not covered by other full members in that country.
The Federation shall have no fewer than three full members.

Correspondent members: 'Correspondent member' status can be granted to national associations of non-European countries that are recognised, in their respective countries and in accordance with their by-laws, as representatives of the professional interests of companies active in the leasing and/or automotive rental industry.

Associate members: 'Associate member' status can be granted to companies, or associations representing companies, which have affinities or do business with the leasing and/or automotive rental industry, but are not leasing and/or automotive rental companies themselves.

Affiliate members: ‘Affiliate member’ status  can be granted to companies, or associations representing companies, which have affinities or do business with the leasing and/or automotive rental industry, but are not leasing and/or automotive rental companies and which, in addition, (i) have demonstrated knowledge and expertise of the European leasing and/or automotive rental market and/or particular skills or expertise that are relevant to the industry and that can support Leaseurope’s research and lobbying activities; (ii) have a demonstrated interest in, and ability to contribute to, producing/cooperating on Europe-wide research on leasing and/or automotive rental; and (iii) have a proven track record of having conducted robust research on issues of relevance to the leasing and/or automotive rental industry

The full, correspondent, associate and affiliate members must be constituted in accordance with the laws and practices of their country of origin.

Article 8. Admission of members
Applications for admission of full, correspondent, associate and affiliate members shall be submitted in writing to the Director General who shall check their admissibility.

To be admissible, the application for admission must include the following:
i. if the applicant is a legal entity: a copy of the applicant's articles of association along with a description of its purpose and its activities;
ii. the name(s) of the natural person(s) who will represent the applicant vis-à -vis the Federation;
iii. a declaration indicating whether the applicant is applying for membership as a full member, correspondent member, associate member or affiliate member.
The Director General shall submit the application for admission to the Board of Directors, which admits full members, correspondent members, associate members and affiliate members in accordance with the internal regulations. The Board of Directors is not required to justify its decision.

Article 9. Resignation of members
Resignations of full, correspondent, associate and affiliate members shall be submitted by registered post to the Director General who shall immediately inform the Chair about the resignation. The Chair shall, for information purposes, include this point in the agenda for the next meeting of the Board of Directors.
Any resignation submitted after the fifteenth of October of a given year will be deemed to have been submitted on the third of January of the following year.
Resigning full, correspondent, associate and affiliate members are obliged to fulfil their financial obligations vis-à-vis the Federation for the full calendar year during which their resignation is submitted or deemed submitted, as the case may be, and for all previous years.
Resigning full, correspondent, associate and affiliate members shall have no claims on the assets or revenues of the Federation and are not reimbursed the membership fees or contributions they have paid to the Federation or any other payments they have made to the Federation.
In the case referred to in the third paragraph of Article 7, the membership of a full corporate member shall automatically expire on 1 January of the year following the year during which a national association which covers that part of the leasing and/or automotive rental industry represented by that member has been set up in the country of that member, and on condition that the said national association has become a full member of the Federation.

Article 10. Exclusion of members
Full, correspondent, associate and affiliate members are excluded by the Board of Directors, acting with a two-thirds of votes, on the basis of non-compliance with the articles of association or internal regulations, for non-payment of annual membership fees within 3 months of their due date, for serious reasons, if they obstruct the realisation of the Federation's purpose or if they represent a risk for the Federation's reputation.
Prior to exclusion, the full, correspondent, associate or affiliate member may defend himself before the Board of Directors.
The Board of Directors is not required to justify its decision.
The full, correspondent, associate or affiliate members who have been excluded shall have no claims on the assets or revenues of the Federation and shall not be reimbursed the membership fees or contributions they have paid to the Federation or any other payments they have made to the Federation.

Article 11. Rights of members
Full members have the following rights:

  • the right to be invited to and to participate in the General Assembly;
  • the right to vote in the General Assembly;
  • the right to be represented in the General Assembly by another full member;
  • the right to inspect the register of members at the Federation's registered office, as well as all the deeds, documents and decisions of the Federation, including documents pertaining to the accounts;
  • the right to request a General Assembly to be called if this is demanded by at least one-third of full members;
  • the right to add a proposal to the agenda of the General Assembly if it is supported by at least one-fifth of the full members;
  • the right to only be excluded on the basis of the procedure described in the articles of association;
  • the right to resign as a member by sending a registered letter to the Director General;
  • the right to be able to take part in the Federation's work and to be kept informed about its activities.

Correspondent members have the following rights:

  • the right to be invited to and to participate in the General Assembly;
  • the right to inspect the internal regulations;
  • the right to only be excluded on the basis of the procedure described in the articles of association;
  • the right to resign as a member by sending a registered letter to the Director General;
  • the right to be kept informed about the Federation's activities.

Associate members have the following rights:

  • the right to only be excluded on the basis of the procedure described in the articles of association;
  • the right to inspect the internal regulations;
  • the right to resign as a member by sending a registered letter to the Director General;
  • the right to be kept informed about specific activities of the Federation and to receive certain publications of the Federation, as may be further detailed in the internal regulations.

Affiliate members have the following rights:

  • the right to only be excluded on the basis of the procedure described in the articles of association;
  • the right to inspect the internal regulations;
  • the right to resign as a member by sending a registered letter to the Director General;
  • the right to be kept informed about specific activities of the Federation, to receive certain publications of the Federation and to participate in certain events, projects, publications and meetings of the Federation, as may be further detailed in the internal regulations.

Article 12. Membership fees

Full members shall pay an annual membership fee as determined by the Board of Directors.
The amount of the annual membership fee of full members may not exceed €200,000.00.
The Board of Directors shall also determine the annual membership fees to be paid by the correspondent, associate and affiliate members. The amount of the annual membership fee may not exceed €100,000.00 in the case of correspondent members and €50,000.00 in the case of associate members.
The internal regulations specify the procedure to be followed by the Board of Directors to determine the amounts of the annual membership fees of the full, correspondent, associate and affiliate members.
Under exceptional circumstances, the Board of Directors can grant a rebate on the annual membership fee to a full or correspondent member who makes a justified request to this effect. This rebate can be granted only for one calendar year but can be renewed.
The membership fees of the full and correspondent members are due each calendar year but shall be payable in two instalments of the same amount on 30 January and 30 June of the year in question. The membership fees of the associate and affiliate members are due each calendar year and shall be payable on 30 January of the year in question.

Article 13. General Assembly - Composition and Powers
The General Assembly consists of all the full and correspondent members of the Federation. The member of the Board of Directors and the Director General are invited to the General Assembly.
The following items must be deliberated by the General Assembly:

  • approval of the budget and the accounts, as well as any additional contribution that may be required during the course of an accounting year to meet certain significant, unforeseen and unbudgeted expenses;
  • discharge for the directors and the auditors;
  • amendment of the articles of association;
  • approval of the internal regulations and their amendments;
  • appointment and removal of the directors;
  • appointment of the Chair and two Vice-chairs of the Board of Directors;
  • appointment and removal of the auditor(s) and determination of their remuneration if they are to be remunerated;
  • dissolution of the Federation.

Article 14. General Assembly - Meetings
The General Assembly is convened by the Chair of the Board of Directors or, in his absence, by the Vice-chairs of the Board of Directors - acting jointly - or by the Director General.
The members shall be convened by letter or by e-mail sent at least 15 calendar days before the meeting.
The General Assembly shall meet physically at least once a year.
At least one General Assembly shall be held during the first half of each year to approve the accounts.
The General Assembly can take decisions by using a written procedure or arrive at a decision by way of teleconferencing.
The General Assembly can only take decisions by written procedure provided that:
(i) each full member has been informed and invited to cast his/her vote on the decisions to be taken and;
(ii) no full member objects to the written procedure.

In order to legitimately oppose the written procedure, a full member has to notify the Director General of his objection by registered mail and within the 7 day period subsequent to the dissemination of the General Assembly invite. The Director General will then inform the Chair.
The General Assembly must be convened when demanded by one-third of the full members.
Each full and correspondent member shall be represented by its President/Chairman, who can be substituted or accompanied by the Secretary General or Director General of the member in question and/or by any other person as may be determined in the internal regulations.
The General Assembly shall be chaired by the Chair of the Board of Directors. In his absence, the Chair shall designate in writing one of the Vice-chairs as the substitute Chair. The person chairing the General Assembly shall appoint the secretary.
Full members can be represented in the General Assembly by another full member holding a special proxy; each full member cannot hold more than one proxy unless the objective is to vote resolutions which need to be enacted by means of a notary deed.

Article 15. General Assembly - Decision
Full members have individual voting rights as determined in the internal regulations.
The General Assembly can only validly deliberate and decide if at least half of the full members are present or duly represented and if these members together represent more than 50% of the total existing individual voting rights.
If the required attendance quorum is not achieved, a second General Assembly shall be convened by the Board of Directors at least 7 days after the date of the original Assembly. This second General Assembly can validly deliberate and decide irrespective of whether the required attendance quorum is achieved.
The resolutions shall be adopted by a simple majority of the votes.
However, the following resolutions shall be adopted by a majority of no less than two-thirds of the votes:

  • the dissolution of the Federation;
  • amendments to the articles of association.

Abstentions, blank votes and invalid votes shall not be taken into account when assessing the required voting majority. In the event of a tie, the resolution shall be deemed to be accepted.

Article 16. General Assembly - Disclosure
The decisions of the General Assembly are entered in a book of deeds of the Federation in form of minutes, signed by the Chair and the Secretary.
This book is kept at the registered office of the Federation where all full and correspondent members can inspect it. However, they are not allowed to remove the book.

Article 17. Executive Committee
The Executive Committee consists of the Chair and the two Vice-chairs of the Board of Directors.
The Board of Directors may delegate certain tasks to the Executive Committee.
The Executive Committee can be convened at any time by any one of its members.

Article 18. Council of the Secretary Generals
The Council of the Secretary Generals consists of all the full members' Secretary or Director Generals or any other representative as may be determined in the internal regulations.
The Director General shall convene the Council of the Secretary Generals by e-mail no less than eight calendar days in advance.
The purpose of the Council of the Secretary Generals is:

  • to promote exchanges of views and best practices between full members;
  • to discuss the performance and activities of the Federation with the Director General;
  • to create a platform where full members can discuss and communicate their expectations vis-à -vis the Federation.

Meetings of the Council of the Secretary Generals may be held physically, through video-conferencing or through teleconferencing. The Director General shall participate in these meetings and provide the secretariat.
The internal regulations shall regulate, where appropriate, the working method of the Council of the Secretary Generals as well as the way its deliberations are brought to the attention of the Board of Directors.

Article 19. Board of Directors - Powers
The Board of Directors shall have the most extensive powers to administer and manage the Federation, except those that are explicitly reserved for the General Assembly or the day-to-day manager by law and the articles of association.
Among other things, the Board of Directors shall:

  • prepare annual accounts for the concluded financial year and budget for the next financial year;
  • define the overall strategy and vision of the Federation;
  • decide on the creation of technical committees and steering groups, define their terms of reference, approve their annual priorities and appoint their Chairs;
  • hire and dismiss the Director General.

Notwithstanding the obligations resulting from collective administration, the directors may distribute the tasks amongst themselves.

Article 20. Board of Directors - Appointment - Composition
The members of the Board of Directors shall be appointed by the General Assembly.
The Board of Directors shall consist of a minimum of ten and a maximum of twelve directors.
The directors are appointed for a period of two years and their term can be renewed twice in all.
The Director General shall send a call for applications to all full members no less than three months before the scheduled end of the term of office of the incumbent directors. From this moment onwards, any interested person shall have 45 calendar days to send his application to the Director General through a full member. The application must clearly state whether it pertains to the financial leasing sector or to the automotive rental sector.
The Director General shall then immediately send all the received applications to the Validation Committee which shall decide on their validity within 15 calendar days. The decisions of the Validation Committee are not subject to appeal.
If less than ten applications are declared valid by the Validation Committee, the Director General shall immediately send a second call for applications to all the full members.
If no fewer than ten and no more than twelve applications are declared valid by the Validation Committee, the Director General shall submit all the said applications to the approval of the General Assembly.
If more than twelve applications are declared valid by the Validation Committee, the selection shall be made on the basis of the method determined in the internal regulations. The Director General shall submit as soon as possible the selected applications to the approval of the General Assembly.
The Chair and the Vice-chairs of the Board of Directors are elected by the General Assembly from among the Board members, for a term of office of two years, which can be renewed. At least the Chair or one of the two Vice-chairs must belong to the automotive rental sector.
In his absence, the Chair grants the chairmanship of the Board of Directors to a Vice-chair.
The roles of Chair and Vice-chairs, as well as those of Directors, are performed on an honorary basis.

Article 21. Validation Committee
The Validation Committee's task is to decide on the validity of the applications received by the Director General.
The Validation Committee is convened by the Director General. Meetings of the Validation Committee may be held physically, through video-conferencing or through teleconferencing.
The Validation Committee has two members. It consists of the last two Chairs of the Board of Directors as long as they are not candidates themselves. If so, the Director General selects one (two) director(s) who is (are) not candidate(s) himself (themselves), in accordance with the provisions, if any, of the internal regulations. The internal regulations provide for what to do in case it proves impossible to staff the Validation Committee due to a lack of eligible or consenting persons.
The Director General attends the meetings, and acts as the secretary, of the Validation Committee.
The members of the Validation Committee shall check whether the candidates meet the eligibility criteria. They act in unison.
In order to be considered eligible, the applicant shall:

  • be a natural person who can justify of an experience of Chief Executive Officer of a leasing or automotive rental company that is a member of the full member of the Federation who has sent the application to the Director General, all as may be further defined in the internal regulations;
  • formally undertake to assist and actively participate in the meetings of the Board of Directors, participate in possible meetings with policymakers and represent, if need be, the Federation at international colloquia.

If a candidate has previously acted as a director of the Federation, the Validation Committee shall also take into account the level of his commitment and contribution when he was Board member.

Article 22. Board of Directors - End of a Directorship
Directors' resignations shall be submitted in writing to the Director General, who shall immediately inform the Chair of the resignation. The Chair shall, for information purposes, include this point in the agenda for the next meeting of the Board of Directors.
The resigning director shall continue to fulfil his obligations as director for the period deemed reasonably necessary to find a replacement director.
Directors are removed by the General Assembly to punish any action or omission that seriously harms the Federation's interests or if the said director deliberately obstructs the realisation of the Federation's purpose or is likely to harm the Federation's reputation.
In order to find a replacement Director, the Director General shall send a call for application to the full member who had originally submitted the application of the resigning or removed Director. The said full member shall have three weeks from the date of the call to submit a new application.
The Director General shall convene the Validation Committee and submit the received application. The Validation Committee shall check whether the application meets the eligibility criteria. If the Validation Committee is of the opinion that the eligibility criteria are met, the Director General shall submit the valid application as soon as possible to the approval of the General Assembly.

Article 23. Board of Directors - Meetings
The meetings of the Board of Directors are convened by the Chair or, in his absence, by the Vice-chairs - acting jointly - or by the Director General, as often as the interests of the Federation require it. The agenda is attached to the convening notice.
The Chair shall prepare the agenda after consulting the Executive Committee.
Meetings of the Board of Directors may be held physically, through video-conferencing or through teleconferencing.
The Board of Directors can only decide on the items included in the agenda. However, the Board of Directors can add items to the agenda if at least two-thirds of its members are present.

Article 24. Board of Directors - Decisions
The Board of Directors can only validly deliberate if at least half of the members are present or duly represented.
The decisions shall be taken by consensus. If a consensus cannot be reached, decisions shall be taken by a simple majority of the votes. However, the decision to grant a full or correspondent member a rebate on the annual membership fee is taken by a majority of two-thirds of the votes.
Each director shall have one vote. In the event of a tie, the vote of the person presiding over the meeting shall prevail.
Minutes are prepared for all the meetings and include an attendance list. The minutes should be approved by the Board of Directors and signed by the person presiding over the meeting.

Article 25. Budget and annual accounts
During the first half of each year, the Board of Directors shall submit the accounts of the previous financial year, prepared in accordance with Article 53 of the Law of 27 June 1921 and its implementing Royal Decrees, to the General Assembly for approval.
Each year the Board of Directors shall submit the draft budget for the next financial year to the General Assembly for approval.
The General Assembly shall appoint an auditor and determine his remuneration.

Article 26. Day-to-day management - Director General
The Board of Directors shall delegate certain powers to the Director General acting individually.
The Director General shall be accountable to the Board of Directors and act independently of the other organisations, bodies or entities of member countries.
The Director General shall be responsible for day-to-day management.
For indicative purposes, day-to-day management includes the power to fulfil the following acts within the budget:

  • take all necessary measures for implementing the decisions of the Board of Directors;
  • sign daily correspondence;
  • rent or rent out any movable or immovable property and sign any leasing agreement pertaining to this property;
  • claim, cash in and receive any money amounts, all documents and goods of all types and provide a receipt for them;
  • make all payments;
  • sign any agreement with any independent service provider or supplier of the Federation, including any credit institution, investment services company, pension fund or insurance company;
  • make and accept any price bid, place and accept any order and sign any agreement pertaining to the purchase or sale of any movable or immovable property, including all financial instruments;
  • sign all receipts for registered letters, documents or packets addressed to the Federation;
  • appoint and remove the personnel of the secretariat and set their emoluments.

The Director General shall attend the meetings of the General Assembly, the Board of Directors and the Executive Committee of the Board of Directors, but shall not have voting rights in these bodies.

Article 27. Representation
The Federation is validly represented by the Chair or by two directors acting jointly for all acts performed on behalf of the Federation not falling within the day-to-day management or a special delegation of powers. The power to represent the Federation may be delegated to the Director General or to a third party by granting a special power of attorney, provided that appropriate limitations to the powers are specified.
The role of persons authorised to validly represent the Federation is brought to an end in exactly the same way as a directorship.

Article 28. Amendments to the articles of association
Without prejudice to the powers of the Minister for Justice and the Notary, the amendments to these articles of association shall be adopted by the General Assembly in accordance with the provisions specified in Article 15.

Article 29. Dissolution
In the event of voluntary dissolution, the General Assembly shall appoint a liquidator and shall determine its powers. In the absence of a liquidator, the directors shall act as liquidators.
In the case of any voluntary or legal dissolution (at any time and for whatever reason this may occur), the net assets of the dissolved association are allocated for a non-profit purpose similar to that of the Federation.
The decision to allocate the assets shall be taken by the General Assembly or, in its absence, by the liquidator.

Article 30. General provision
Any issue not explicitly addressed in these articles of association shall be governed by the law of 27 June 1921 on non-profit associations, as amended by, inter alia, the Law of 2 May 2002 and its implementing Royal Decrees.