EMPA statutes

EUROPEAN MILITARY PRESS ASSOCIATION

(EMPA) ARTICLES OF ASSOCIATION

Approved in Zadar, 6^th Oct 2021

I. GENERAL INFORMATION

I.1. Name and Seat

I.1.1.     Under the name of „European Military Press Association“ (EMPA) an association under private law according to Article 60 et sequ. of the Swiss Civil Code has been established in Kloten (Zurich). The association is politically and denominationally neutral.

I.1.2.     The place of business is at the seat of EMPA in Berne/Switzerland.

I.2. Purpose

The EMPA shall develop to a European wide network of indispensable added value due to its contribution to military education and science as well as to decision making in safety relevant aspects and safety policy. To pursue this aim, it shall

I.2.1.     increase the number of active members in order to widen the purview and visibility of the Association and to broaden the topics of published articles in the fields of military matters, military science and safety relevant aspects and matters of security policy,

I.2.2.     intensify the interaction between its members in a way so that it can offer current information with apparent unique differentiators in the fields of strategy, military leadership (comprising military strategic, operational and tactical level), security and defence policy in order to strengthen the role model of military media when it comes down to anticipate future security-relevant developments,

I.2.3.     promote implementation of state-of-the-art technology, and in particular “Social Media”,

I.2.4.     broaden the range of tasks of the media represented, thus, those of the EMPA as a whole, towards the “creation of content”, towards the creation of international platforms for discussion and exchange of opinions, and the initiation of and assistance during cross-border research projects in order to support the respective national education in the fields of military education, military science and security policy and to contribute to security-relevant decision making processes at national and international level.

I.3. Objectives

The EMPA shall strengthen the personal and professional relations among its members and to effectively support their work in the military media. To this end, the Association shall aim at attaining the following objectives:

I.3.1.     To facilitate the establishment of contacts among its members, thus offering manifold opportunities to exchange information.

I.3.2.     To assist its members in gaining access to foreign military information (access to all kinds of media, to individuals and to additional sources).

I.3.3.     To promote the understanding for security policy and the general politics of other countries and the knowledge of their armed forces by organising common events in situ.

I.4. Membership

I.4.1.     The Board shall decide upon the acceptance of members after examining the admission application.

I.4.2.     The following individuals may apply for membership:

I.4.2.1.  Editors-in-chief, editors, publicizers and directors of military and military science periodicals, and publishers of audio-visual training and information resources published in Europe, which are of European, national or supraregional significance.

I.4.2.2.   Other individuals who are either military or civilian experts in the fields of military leadership, military science, strategic, security, defence and armament policy, the development of armed forces and planning of armament and publish in European media (military or other media) as long as these publications constitute a substantial portion of their main area of activity.

I.4.2.3.   Other individuals who due to their position are of outstanding and disproportionate importance for EMPA to further increase its reach, visibility and effectiveness.

I.4.2.4.   Members may be natural persons or legal entities (associations, journals etc.).

I.4.3.       Individuals who do no longer perform activities as defined in section I.4.2.1. shall be entitled to continue their membership in the Association.

I.4.4.       Members shall commit themselves to support the goals of EMPA by active cooperation, and to refrain from any action detrimental to its reputation and its services.

I.4.5        Members may resign from the Association at the end of a financial year (Article III.2.), observing a three-month period of notice.

I.4.6.       The General Assembly may exclude members from EMPA who fail to comply with the decisions taken or infringe the Articles of Association. Any such exclusion shall be justified in writing.

I.4.7.        Resigning or excluded members shall have no claim to any part of the EMPA assets.

I.4.8.        Members are exempt from personal liability for obligations of the EMPA.

I.4.9.        Membership shall be proven by a membership card.

I.5. EMPA Languages

I.5.1.        As EMPA is an association under private law according to Article 60 et sequ. of the Swiss Civil Code with its founding seat in Kloten (Zurich), the authentic- i.e. for the statutes essential – language shall be German.

I.5.2.       For practical reasons the preferred working and conversational language shall be English.

I.5.3.       In addition to this, the General Assembly shall determine maximum one additional EMPA language. Its choice shall duly take into account the languages represented in EMPA.

I.5.4.      At least the Articles of Association and any information provided to the members by the Board, as well as the documents intended for the exchange of information among the members prepared by the Secretary General and, to a reasonable extent, the oral and written information given during common events shall be translated into the EMPA languages.

I.5.5.      At the General Meeting, voting in their respective mother tongue is allowed for members. The translation into the working language must be guaranteed.

I.5.6.      In case of uncertainties in the interpretation of the Articles of Association the German version shall prevail.

I.5.7.      Amendments to the present Articles of Association shall be made in German (as this is the original language of the EMPA Articles of Association); the draft shall be translated into English, sent to the members for comments and after adaptation of the text according to the proposed amendments the Articles shall be reviewed for accordance with Swiss Association Law to be submitted to the General Assembly for decision. If the amendments are accepted, the Articles of Association shall be enacted to be translated into the EMPA languages.

II. ORGANIZATION

II.1.      Executive bodies of EMPA are

II.1.1.    the General Assembly,

II.1.2.    the Board,

II.1.3.    the Auditors.

II.2.     General Assembly

II.2.1.   Tasks of the General Assembly

The General Assembly shall be the supreme decision making body of the EMPA. It is, in particular, entitled to

II.2.1.1.    approve the annual report,

II.2.1.2.    approve the annual accounts,

II.2.1.3.    approve the budget,

II.2.1.4.    elect the President and the Board members,

II.2.1.5.    elect the auditors,

II.2.1.6.    decide on EMPA languages,

II.2.1.7.    dismiss members,

II.2.1.8.    comment on proposals of date and time for upcoming General Meetings,

II.2.1.9.    modify the Articles of Association,

II.2.1.10.  dissolve EMPA.

II.2.2.       Convocation of the General Assembly

II.2.2.1.    Regular General Meetings shall convene annually latest two months before the end of a financial year. (Article III.2.).

II.2.2.2.    Extraordinary General Meetings shall be convened,

II.2.2.2.1.  upon decision of the Board,

II.2.2.2.2. if requested by at least one fifth of the members.

II.2.2.3.    The President shall give notice of regular and extraordinary General Meetings at least two months in advance. The agenda, as well as information on the accompanying programme, and the costs for the participants, shall be included in the invitation.

II.2.2.4.     Any properly convened General Assembly shall have the quorum.

II.2.3.        Passing Resolutions

II.2.3.1.     Each member has a vote, however, he or she is only entitled to vote if there is evidence of the payment of the annual member fee for the last finished financial year.

II.2.3.2.    Moreover, each member shall be entitled to represent a maximum of two other members who cannot take part at the General Assembly by proxy. Mandates for representing members via proxy shall be submitted to the President in writing at the beginning of the Meeting at the latest.

II.2.3.3.     Votes and elections shall usually take place by open vote. Upon request of one of the members present, the vote shall take place by secret ballot.

II.2.3.4.     Amendments to the Articles of Association and the dismissal of members require a majority of two thirds of the valid votes cast during the General Assembly.

II.2.3.5.     For a resolution to dissolve EMPA, the provisions of Articles IV.1. to IV.3. shall apply.

II.2.3.6.     For all other votes and for elections, the simple majority of all valid votes cast in the General Assembly shall suffice.

II.2.3.7.     In the event of a tie, the President shall have a second casting vote.

II.2.4.        Motions submitted by Members

II.2.4.1.      Motions to extend the agenda shall be received by the EMPA Board at least 30 days before the date set for the General Assembly.

II.2.4,2.     Motions received at a later date shall require the consent of the Board to be put on the agenda.

II.3.          The Board

The EMPA Board works exclusively on a voluntary basis. No meeting fees and other remuneration are paid out for the Board. Cash expenses are refunded by the submission of purchase documents. Larger expenses must be planned, budgeted and approved by the General Assembly.

II.3.1.      Tasks

II.3.1.1.    The Board shall officially represent EMPA in the public, prepare the matters to be dealt with in the General Assembly and executes its decisions.

II.3.1.2.    The Board shall decide about the admission of new members.

II.3.2.       Composition of the Board

II.3.2.1.    The Board shall consist of the President, the First and Second Vice Presidents, the Secretary General and the Treasurer.

II.3.2.2.    All members of the Board shall be elected by the General Assembly.

II.3.3.        Convocation of the Board

II.3.3.1.     The Board shall be convened by the President

II.3.3.1.1.   whenever deemed necessary by the President,

II.3.3.1.2.   upon request of the majority of the other Board members.

II.3.3.2.     To obtain a quorum, the presence of a minimum of three Board members is required.

II.3.3.3.     However, the Board may also take decisions by way of correspondence or by using any other technical means.

II.3.4.        Procedures

II.3.4.1.     The Board shall adopt rules of procedure which, among others, shall specify

II.3.4.1.1.    the areas of responsibility of its members,

II.3.4.1.2.    the powers to sign (by individual or collective signature),

II.3.4.1.3.    the persons authorised to officially represent EMPA in the public (only Board members are entitled to do so),

II.3.4.1.4.    the procedure to be followed for resolutions.

II.3.4.1.5.    For the execution of special and temporary tasks, the Board may call in one or more EMPA members (committees) who are not members of the Board.

II.3.5.         Term of office

II.3.5.1.       The term of office of the President and of all members shall be four years. They shall be eligible for re-election.

II.3.5.2.       A change of all Board members at the same time shall be avoided, if possible.

II.4.            Auditors

II.4.1.          The auditors – two or three individuals – shall jointly control the financial management and the annual statements of accounts. They shall inform the General Assembly in writing about the results of their auditing.

II.4.2.          Their term of office shall be four years. They shall be eligible for re-election.

III. FINANCES

III.1.           Membership Fees

III.1.1.          The membership fee must not exceed 200 (two hundred) Swiss Francs or the equivalent in EURO annually.

III.1.2.         Within the above given limits, the currently valid membership fee shall be determined by the General Assembly annually.

III.2.          Financial Year

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

IV. DISSOLUTION OF EMPA

IV.1.           All members shall be given the opportunity to participate in a voting on the dissolution of EMPA. Therefore, its dissolution shall be realized by postal ballot. In this case proxies will not be accepted.

IV.2.          The dissolution of the association requires a majority of at least two thirds of the valid votes sent.

IV.3.          The liquidation of the EMPA has to be performed by the Board. It also shall determine how to dispose of possible surpluses and assets. A disbursement of the assets to members of the Board or EMPA members is excluded. The transfer to a successor organization or a charitable organization shall be preferred.

V. CONCLUDING PROVISIONS

The present Articles of Association were approved by the General Assembly in Warsaw on 17 October 1996, modified in Spiez on 20 September 2000, changed again in Split on 1 October 2002, amended in Budapest on 18 October 2017 and changed again in Zadar on 6^th October 2021 thus becoming effective on the latter date.

They shall supersede any earlier versions of statutes.