Articles of Association

Articles of Association

Article 1. Name and Seat
1.1. The Association carries the name: “European Professional Satellite
Association”. The Association can and will also be referred to as “EUsatcom”.
1.2. The formal seat of the Association is Diemen, the Netherlands.

Article 2. Goals
2.1. The Association aims to stimulate the continued professional development of
satellite professionals and companies in the European satellite industry and all
that is directly or indirectly related to this in the broadest sense.
We do this by:
* Organising and supporting events in Europe for the distribution of knowledge of
new technologies and practices within the satellite industry.
* Creating an alliance of satellite professional groups and associations within the
European arena.
* Promoting the European satellite industry to young professionals and
encourage them to join.
* Promoting the European satellite industry endorsed by the major industry
* Maintaining contact with international sister organisations, scientific institutions
or government organisations and other parties that play a role in the area of
satellites and satellite communication.
* Applying all legal means that are perceived as useful to achieve the goals.

Article 3. The financial year

3.1. The financial year of the Association year runs from the 1st of January until the
31st of December.

Article 4. Membership

4.1. For each Member there are associated voting rights and fees. The types of
Memberships and associated voting rights and fees will be defined in the
Internal Regulations.

4.2. The Internal Regulations will define the procedures for becoming a member,
terminating membership and further rules and regulations relating to
Membership of the Association.

4.3. Members are bound to the Associations Internal Regulations.

4.4. Types of Memberships, voting rights and Membership fees may be changed
from time to time by the General Assembly.

4.5. Wherever we speak of Members in these articles we mean all types of

4.6. Wherever we speak of Voting Members we mean all types of Membership with
voting rights.

4.7. Apart from Members the Association has donors, sponsors and partners.
Donors and sponsors are those that have committed themselves to the
Association to provide a yearly minimum contribution or to provide a one-time
contribution for events, meetings, conferences and other activities of the

4.8. The Board keeps a register with names and contact details of all Members,
donors, sponsors and partners.

4.9. Members are required to provide at least one valid email address and to inform
the Association of any changes. If the Association is unable to contact a
Member by email their Membership may be cancelled by the Board at their
discretion without further notice.

4.10. The rights and obligations of a donor, sponsor or partner may be defined in a
separate agreement between the donor, sponsor or partner and the

Article 5. The Board

5.1. The Board of the Association consists of a minimum of three Members. A
maximum number of Board Members may also be determined by the General

5.2. Board Members are appointed, suspended and discharged by the General

5.3. Board Membership also ends with the end of Membership of the Association
ends and upon resignation by the Board Member.

5.4. The Board will appoint a Chairman, Secretary and Treasurer from its Members.

5.5. The Chairman, Secretary and Treasurer form the executive Board.

Article 6. Representation

6.1. The Association will be represented by the Board.

6.2. The representative authority lies with two jointly acting members of the
executive Board.

6.3. The Board can decide to grant authority to one or more Board Members as well
as to a third party to represent the Association within the limits of that power of

6.4. The Board can also decide to grant a title to the representative.

6.5. The Board will make a declaration in the commercial register of the Chamber of
Commerce for the grant of the continuing power of attorney.

Article 7. Annual report and approval of accounts

7.1. The Board is required to keep records of the financial status and all of the
activities of the Association, to the requirements arising from these actvities,
and to keep the books, documents and other information carriers in such a way
that the assets and liabilities of the Association can be known at all times.

7.2. Within six months after the end of the financial year, unless this period is
extended by the General Assembly, the Board shall present its annual report on
the affairs of the Association and its policy to the General Assembly. The Board
will also present the balance sheet and statement of income and expenses for
approval by the General Assembly, signed by all of the executive Board

7.3. The General Assembly appoints an accounting committee of at least two
Members that are not Board Members. This accounting committee will check
and verify the financial reports referred to in paragraph 7.2 and will report its
findings to the General Assembly.

7.4. The Board is required to provide the accounting committee with all requested
information and make all books, documents and other information carriers
available for inspection.

7.5. In case the checking and verification of the financial reports requires specific
accounting knowledge, the accounting committee is allowed to seek assistance
by a specialist at the expense of the Association, provided the Board has given
their prior approval.

7.6. The Board is obliged to keep the books, documents and other information
carriers referred to in paragraphs 7.1 and 7.2 for seven years

Article 8. General Assembly

8.1. A General Assembly will be held annually with a maximum of 6 months after the
end of the financial year. Agenda items for this annual meeting include:
a) The annual report over the past year and the report of the accounting
b) The appointment of the members of the accounting committee for next
c) The activity plan and budget for next year.
d) Proposals for appointment of new Board Members or Board vacancies.
e) Other proposals from the Board or Members as announced with the
invitation for the meeting.

8.2. Other General Assemblies will be held as often the Board deems appropriate.

8.3. Following the written request of Voting Members, representing at least 1/10th of
the total Voting Members, the Board is required to call for a General Assembly
within 4 weeks. In case the Board does not call a General Assembly within this
term, the requesting Voting Members may call for a General Assembly
themselves in accordance with the provisions of Article 9.

8.4. The General Assembly will be held using electronic means and voting facilities
to be decided by the Board.

Article 9. Calling a General Assembly and access to it

9.1. The General Assembly is called together by the Board. The invitation is sent to
all Members via email using the email addresses in the Membership register.
The invitation will be sent at least two weeks before the meeting.

9.2. The invitation will include the proposed agenda with the topics to be discussed.

9.3. All non-suspended Members, Board Members, donors and sponsors will have
access to the General Assembly.

Article 10. Voting rights and decision process

10.1. All non-suspended Voting Members have voting rights as defined in the Internal

10.2. Voting will take place via an electronic voting system to be decided by the

10.3. Decisions are made according to the rules as defined in the Internal

Article 11. Chairmanship – minutes

11.1. The General Assembly meetings are chaired by the chairman of the Board. In
case the chairman is not available the Board will appoint one of the other Board
Members as chairman of the meeting.

11.2. The Secretary or any other person appointed by the Chairman keeps minutes ofthe proceedings of each General Assembly meeting, that will be signed by the
Chairman and Secretary after approval by the General Assembly. The content
of the minutes shall be available freely for all Members.

Article 12. Internal Regulations

12.1. The Internal Regulations describe everything for which further regulation is
considered desirable. The Internal Regulations cannot contain any provisions
which are contrary to the law or these Articles of Association.

12.2. The Internal Regulations will be established in the General Assembly and may
be changed by the General Assembly from time to time.

Article 13. Change of Articles, Merger and Division

13.1. The Articles of Association can only be changed by the General Assembly in
case the notice that an amendment of the Articles of Association will be
proposed is included with the invitation.

13.2. A copy of the proposed amendment of the Articles of Association will be
available for all Members for review at least five days before the General
Assembly meeting will take place.

13.3. A decision to change the Articles of Association is taken by an absolute majority
of the valid votes cast. In the General Assembly meeting at least one / third of
the votes assigned to Voting Members must be present or represented.

13.4. In case the minimum number of votes as specified in paragraph 13.3 is not
present or represented in the General Assembly meeting in which the proposed
amendment of the Articles of Association is brought to a vote, a new General
Assembly meeting will be called, to be held at least fourteen days later, but no
later than thirty days after the first meeting. In this meeting, a proposed
amendment of the Articles of Association may be approved by an absolute
majority of the valid votes cast, regardless of the number of votes present or
represented at the meeting.

13.5. The provisions of this Article shall also apply to a decision to merge or split the

Article 14.
14.1. Any amendment of these Articles of Association will only come into effect after it
has been recorded in a notarial deed. Each Board Member is individually
authorised to execute such deed.
Article 15. Dissolution

15.1. The Association may be dissolved by a resolution of the General Assembly. The
provisions of Article 13 shall apply mutatis mutandis.

15.2. The Association continues its existence after dissolution to the extent necessary
for the liquidation of its assets. In documents and announcements that it
produces, to its name there should be added: “in liquidation”. The liquidation
ends at the time when no more assets are known to the liquidators.

15.3. The Board Members are the liquidators of the assets of the Association. All
provisions regarding the appointment, suspension, dismissal and supervision of
Board Members continue to apply. The other provisions of the Articles of
Association shall also remain in force as much as possible during the

15.4. The surplus after liquidation will be used for a cause or purpose to be
determined by the General Assembly.

15.5. After completion of the liquidation, the books and records of the dissolved
Association remain in the custody of the person designated by the General
Assembly for a period of seven years.

Article 16. Final clauses

16.1. All powers not specifically assigned to other entities by law or these Articles of
Association are assigned to the Board.

16.2. The Association and these Articles of Association are governed by the laws of
The Netherlands.