BYLAWS of the EUROPEAN INTERNET FOUNDATION (EIF) "Association sans but lucratif (A.S.B.L.)" under Belgian law

I. Purpose and Objectives

It is the objective of the European Internet Foundation to be an independent, politically-led, non-partisan discussion forum and communication network between policymakers and interested parties on challenges and opportunities resulting for society from the application of information and communication technologies, notably the Internet, with the aim of improving transparency and mutual understanding, hence facilitating and accelerating the process of political decision finding and putting it on an objective basis.

In doing so, the EIF strives to promote and to strengthen social and economic progress and prosperity, the cohesion of European society notably through the inclusion of all its groups into the "Information Society", the competitiveness of European business, Europe's pluralistic cultural, educational, scientific and technological heritage and wealth, the participation of citizens in democratic decision making processes, and the freedom of expression and human rights,
while respecting the multilateral, competitive and open nature of the international trading system.
It seeks to develop and maintain relations with other public and private institutions interested in these issues and in particular with policy-makers outside the EU to ascertain the creation of a cohesive global policy framework.

The EIF does not itself take positions on specific issues.

II. Membership

The EIF Membership consists of three categories:
Political Membership is open to all Members of the European Parliament who wish to subscribe to the EIF objectives.
Business Membership is open to businesses of all sizes(*1) whose activities give them a strong European presence(*2) and who are ready to subscribe to the EIF objectives.
Associate Membership is open to non-governmental organisations, business associations, academic institutes, and other private or public institutions that are likely to contribute constructively to the EIF objectives.

Applications for admission as a Member are to be addressed to the Chair of the Board of Management and will be approved by the Board of Management in line with the provisions on Membership in the Articles (Articles 4 to 7).

With the exception of Founding Memberships, Membership starts with the communication of the Board of Management's affirmative decision to the applicant.

Obligations and Rights of Members

All Members have the obligation to contribute to the achievement of the EIF's objectives and to make their best endeavour to participate in the EIF's activities.

Business and Associate Members pay annual fees (see below).
Each Member has one vote in the General Meeting. Another Member from the same group of Membership may represent Members prevented from attending General Meetings in person.

Fees

Business Members pay annual fees determined annually by the Board of Management. The fees may vary according to different categories of Business Members.
Associate Members pay a nominal annual fee and contributions for each event or project that they attend or join. Certain categories of Associate Members may be exempted from contributions at the discretion of the Board of Management.

The fees for the following year are communicated to the Membership concerned at least 3 months before the end of the year, and to the General Meeting together with the budget proposal.
Members are billed at least one month before the beginning of the year to which the fee relates.
Payments are due by 1st April.

Termination of Membership

Termination of Membership is governed by the Articles (Articles 8, 9 and 12).

Political Members may resign. Their membership ceases automatically if and as soon as their membership in the European Parliament comes to an end. If - for whatever reason - their parliamentary immunity is lifted, membership is automatically suspended for this period.
Other Members may resign by the end of a calendar year with a notice period of 2 months.

Members may be excluded, even with immediate effect, if they have seriously violated their obligations as Members or if the conditions for Membership are no longer fulfilled. The Management Board, upon the initiative of one of its members, proposes the exclusion to the General Meeting and may decide to suspend the rights of the Member concerned until the decision by the General Meeting. In case of exclusion because of a serious violation of Members' obligations, annual fees remain due even if the calendar year has not expired at that moment.

* 1) Professional service companies whose business activities include to represent or advise business clients are supposed to subscribe in their own name and to demonstrate a legitimate interest resulting from their own business
objectives and not from that of any of their clients.

* 2) "European" means EU, EEA and EU applicant countries, and "strong presence" implies relative major investments or a significant European share in purchases or supplies of services or goods by such businesses. TOP

III. Governance

The European Internet Foundation has the following governing bodies:

Board of Management (Conseil d'Administration)

The Board of Management consists of:
- 12 members elected by the General Meeting upon proposal by the group of Political Members respecting an appropriate balance between the principal political groups represented in the European Parliament. They form the Board of Governors.
- 8 representatives elected by the General Meeting upon proposal by the group of Business Members. They form the Business Steering Committee.
- 6 Observers elected by the General Meeting upon proposal by the group of the Associated Members.

The Board of Management appoints from among the members of the Board of Governors a Chair and a number of Vice-Chairs.

The Board of Management is responsible for managing the EIF and may delegate specific tasks and in particular the day-to-day management to one or several of its members or to the Director.

The Board of Management decides by simple majority of the votes cast by the Political and Business Members. Another member of the Board of Management from the same group of Membership may represent members prevented from attending board meetings in person.

The Board or Management presents to the General Meeting the accounts, the activity report, the budget and the programme of activities. The proposals for the budget and the annual fees to be paid by the Business and Associate Members require the approval by a simple majority of votes cast in the Board of Management including at least four votes of the Business Steering Committee.

The Board of Management will meet according to needs, at least twice a year.

General Meeting (Assemblée Générale)

The General Meeting consists of all Political, Business and Associated Members and is governed by Articles 11 - 17.
The General Meeting will be convened at least once a year (The Annual Meeting); invitations with a draft agenda will be sent out at least four weeks before the event.
Decisions may be taken only on issues that had figured on the proposal for an agenda, either sent out together with the invitation to the General Meeting or communicated to the Members subsequently but not later than two weeks before the General Meeting is held. TOP

IV. Programming Committee

The Programming Committee is responsible for developing and managing a programme for the EIF commensurate with its stated purpose and objectives.

The Programming Committee is composed of all EIF members who wish to attend any announced meeting.

The Programming Committee reports to the Board of Management but may be entrusted by the latter with the authority to take decisions in certain matters. It may seek external advice upon approval by the Board of Management. Decisions are taken by simple majority of the votes cast and may not be taken against the unanimous votes cast by the Business Members if these decisions have implications for the budget. TOP

VI. Treasury Committee

The General Meeting appoints a Treasury Committee of two, with one of its members coming from the Political and the other from the Business Membership. Members of the Board of Management are excluded from membership in the Treasury Committee.

This committee is responsible for the financial management of the EIF, reports to the Board of Management, prepares the drafts for the budget and the financial report to the General Meeting, and submits the financial report to an outside auditor for approval.

It may delegate the day-to-day financial management to the Director. TOP

VII. Director

The Director is appointed by the Board of Management and is responsible for the day-to-day management of the EIF, all administrative and organisational tasks that follow from decisions and activities of EIF bodies, and for managing the EIF premises.

The Director will act as Secretary for the Board of Management, the General Meeting, the Programming Committee, the Website Committee and the Treasury Committee.

One or more assistants will assist the Director.

For the management of financial affairs, delegated by the Treasury Committee, the Director may use the services of an outside accountant. TOP

VIII. Councillors

Upon proposal by one of its members the Board of Management may invite representatives of institutions (notably the other institutions of the European Union, national governments from inside and outside the EU or international organisations) or individuals to participate in the work of the EIF in an advisory capacity.

The Councillors are entitled to attend meetings of the General Meeting and to participate in events organised by the EIF. They may also attend meetings of the Board of Management, the Programming Committee and the Website Committee upon invitation by the Board of Management. TOP