EANA Statutes
EANA Statutes
Updated and Approved by the General Assembly in Zürich
SEPTEMBER, 2022
Art. 1 DEFINITION
The European Alliance of News Agencies (EANA) is a non-profit membership association of European News Agencies in the sense of art. 60 ff of the Swiss Civil Code (CC). EANA is registered at the place of its domicile in the trade register of Berne.
Art. 2 PURPOSE
2.1 The purpose of EANA is to safeguard and promote the common interests of its members in all areas essential to their work and activities. EANA’s aim is to secure that member news agencies can work as providers of unbiased news. EANA supports the principles of freedom of the press and shall strive to facilitate for member news agencies to work in accordance with these principles.
2.2 EANA serves as a Pan-European, professional forum for the establishment of contacts and co-operation as well as exchange of information, experiences and know-how among its members. EANA shall look after common interests to its members at the European Union and other international organisations. EANA shall organise seminars on subjects of common interest to its members. These seminars shall cover subjects as development of content in news services, marketing, information technology, copyright and other legal matters related to the media.
2.3 EANA can speak and act on behalf of its members, through its President, Secretary General or duly appointed representatives in debates etc on issues of concern to its members.
Art. 3 MEMBERSHIP
3.1 Member news agencies should in their portfolio have a general news service for the media.
Only the leading news agency from any internationally recognised European country can become a member of EANA. Exceptions can be made by the General Assembly so that EANA has more than one member from a country. If an application for membership is submitted to the Board by a news agency other than the member from the same country, this application can be submitted to the General Assembly only if unanimously approved by the Board and provided that there is no objection from the agency already being a member from that country.
If there is an objection from the current member agency from that country, the Board shall inform the General Assembly and postpone decisions for a year at which time the General Assembly decides on the application with a three quarters majority of the membership of EANA.
When deciding about applications for membership at General Assemblies secret voting is used.
3.2 Member agencies shall agree with EANA’s mission statement.
3.3 Membership fees and exceptional contributions from member agencies and sponsorships in connection with seminars/conferences shall be the main sources for financing the activities of EANA.
3.4 The size of the membership fee is decided by the General Assembly upon the recommendation from the Board and based on the budget submitted.
The EANA is only liable for any commitments only with its assets. No unlimited liability of the members beyond their ordinary membership contributions exists.
3.5 Member agencies that have not paid their annual dues within twelve (12) months after having received the first invitation to pay their fee will automatically be excluded from membership, unless the Board of EANA decides to make an exception for special circumstances.
3.6 Any member is free to withdraw from EANA at any time provided it has paid all past dues in full, including dues for the year in which it withdraws.
3.7 No individual member agency assumes any liability for EANA and EANA assumes no liability for any individual member agency.
Art. 4 GENERAL ASSEMBLY
4.1. EANA holds an ordinary General Assembly every year. The General Assembly is the supreme body of EANA.
All members are entitled to attend and vote at the annual general meeting.
In principle General Assemblies shall be held in Switzerland at a date agreed upon by the members at every annual meeting for the following year.
4.2. The General Assembly:
● decides on long term objectives for EANA
● elects President, Board members and Secretary General of EANA
● elects the external auditor
● approves the Secretary General´s annual report
● approves the budget and financial report of EANA
● decides on membership fees
● accepts new members
● decides on disqualification of members
● decides on any change in the statutes of EANA
● decides on the dissolving of EANA
The General Assembly can deal with any other subject that is relevant to the objectives of EANA.
4.3 The member agencies shall be represented by their respective executive heads. If prevented from attending, any such executive can delegate his/her powers to a member of his/her executive staff, who is then to represent the agency. In case more than 15% of the members are unable to send any representative for their agencies for reasons of force majeure such as travel restrictions due to natural disasters, pandemic or similar, the Board may decide at its discretion to hold the General Assembly in writing and have members cast their votes by email.
4.4 When voting at the General Assembly each member agency has one (1) vote. Decisions are taken by a show of hands unless a secret vote is requested by at least five (5) members.
For the election of President, Board members including Secretary General, and applications for membership, secret voting is used.
In case of voting by email according to article 4.3, the Board shall provide the necessary voting procedures to the members in due time in advance.
4.5 All draft decisions as well as nominations for office submitted to the General Assembly shall be addressed in written form to the Secretary General at least two (2) months before the opening of the General Assembly.
All documents for the General Assembly shall be sent from the Secretariat to the member agencies so that all members have received them at least two (2) weeks prior to the General Assembly.
Any member is free to nominate candidates for the Presidency and members of the Board. Such nominations from member agencies shall be supported in writing by at least two (2) other member agencies. It is the Board´s duty to see to that there are candidates for the Presidency and the Board.
Candidates for the Presidency shall be the CEO of his/her agency.
Candidates for the Presidency shall have served for minimum one (1) year as a Board member immediately prior to the election or in the past.
4.6 Decisions will be reached by a simple majority of the votes present except for decisions which must be accepted by three quarters of the votes present. These are as follows:
● disqualification from membership of any agency
● any change in the statutes of EANA
● dissolving of EANA
● admission of new members requires three quarters of the total number of member agencies
The refusal of a request for membership and the exclusion of members take place without specifying the reasons.
For voting concerning admission of new members, a member agency unable to attend the assembly can give another member agency or the President a proxy to vote also for the agency being unable to attend the assembly.
A proxy shall be in writing and shall be presented to the President and the Secretary General when the assembly establishes the quorum.
A proxy shall be for one specific assembly. A member agency can carry more than one but maximum three (3) proxies for an assembly.
4.7 If considered necessary, the Board is empowered to convene an extraordinary General Assembly. The Board shall also convene such an extraordinary General Assembly if requested to do so by at least one fifth of the members.
Art. 5. THE BOARD
5.1 The Board is the executive body of EANA. The Board prepares recommendations for submission to ad hoc committees and the General Assembly, is responsible for the implementation of decisions from the General Assembly and takes those decisions which are not in the responsibility of the General Assembly. The Board prepares the General Assembly and presents the nominations for office to the General Assembly. The Board also submits a budget including membership fee to the General Assembly.
The Board shall fix the salary and terms of employment for the Secretary General.
5.2 The Board consists of five (5) persons; the President, the Secretary General and three (3) other members of the Board. All members of the Board including the President but excluding the Secretary General must be employees of a member agency.
The President is elected for two (2) years. The three (3) Board members and the Secretary General are elected for three (3) years.
5.3 With the exception of the Secretary General, members of the Board cannot be re-elected within three (3) years after the end of their mandate. The Secretary General can be re-elected for additional three (3) year periods.
5.4 Decisions or recommendations within the Board shall be reached by a simple majority of members present. The President has a casting vote in the case of a tie.
The quorum for the conduct of business within the Board shall be three (3) including the President. If there is no quorum, the meeting is rescheduled with the same agenda, in which case two members of the Board shall constitute a quorum.
The Board can also take decisions in meetings per capsulam if the members agree on such a procedure.
5.5 In the event of a position as Board member becoming vacant in between two General Assemblies, the Board is authorised to fill the vacancy by co-opting any qualified member. The term of office of the co-opted member shall run only until the next General Assembly.
A co-opted member of the Board may apply for re-election for a full three-year term at the following General Assembly.
Art. 6. THE PRESIDENT
6.1 The President shall be the official representative of EANA and will be vested with its authority.
He/she shall preside over the General Assembly and the meetings of the Board.
6.2 Should the post as President become vacant in between two General Assemblies, the Board elects one of its members to be President until the next General Assembly.
Art. 7. THE SECRETARY GENERAL
7.1 The Secretary General shall be responsible for the co-ordination of EANA´s activities and its general administration.
The Secretary General runs the day to day business of EANA under the supervision of the Board. He/she is responsible for the accounts of EANA.
He/she shall prepare the meetings of the Board as well as all documentation pertaining to the General Assembly.
He/she shall submit an annual report to the General Assembly on the activities and the financial status of EANA.
7.2 Should the post as Secretary General become vacant in between two General Assemblies, the Board may fill the position in any way it deems fit, pending the next General Assembly.
7.3 The Secretary General is employed by EANA.
7.4 The address used by EANA shall be that of the Secretary General.
Art. 8. COMMITTEES
8.1 The Board can decide to establish working groups on an ad hoc basis as required by the business of EANA.
8.2 Upon the recommendation of the Board the General Assembly may decide on the creation of specific committees and appoint chairmen of these committees.
Committee Chairmen shall report annually to the General Assembly on the activities of their committees.
The Committee Chairmen may if required attend the meetings of the Board in an advisory capacity and as such, shall submit interim reports to the Board.
Art. 9. THE EXTERNAL AUDITOR
9.1 The general meeting elects the external auditor.
9.2 The association submit its accounts for a limited audit by external auditors, conditionally the legal requirements for a full audit according to Art. 69b ZGB.
Art. 10. FINANCES
10.1 The budget for each year is decided by the General Assembly upon recommendation from the Board who will submit a draft budget to that effect to the General Assembly.
Art. 11 LANGUAGE
The working language of EANA is English.
These statutes have been approved by the today's General Assembly.
Zurich, September 29th, 2022
The president
Clemens Pig
The Secretary General
Alexandru Ion Giboi
