Organization
Constitution
The international non-profit association “FEDERATION OF EUROPEAN PSYCHODRAMA TRAINING ORGANISATIONS – FEDERATION DES ORGANISMES EUROPEENS DE FORMATION AU PSYCHODRAME”, with registered office at 5100 Dave, Rue du Rivage 20, within the jurisdiction of the Court of Liège division Namur, BCE 0463.655.743 Declares that it is constituted as special agent with the right to substitute:
Jeanne de Chantal Hanquet 20 Rue du Rivage 5100 Dave Belgium to whom he gives all powers to represent him at the deed of the association mentioned above which will be held in the Notary’s Office of the associated Notaries Louis JADOUL and Thibaut de PAUL de BARCHIFONTAINE, chaussée de Louvain, 383 at 5004-Bouge, as well as at any general meeting which would be held subsequently following postponement or adjournment in order to rule on the agenda set out below.
FIRST RESOLUTION – AMENDMENT TO THE ARTICLES OF ASSOCIATION. The General Meeting resolves to amend the Articles of Association as follows, following the entry into force of the reform of the Companies and Associations Code.
CONSTITUTION
of the Federation of European Psychodrama Training Organisations
FEPTO
ENGLISH VERSION
PREAMBLE
(P.1) In this statute, the term psychodrama refers to the theory and methodology based on the work of J.L. Moreno. It Includes clinical and nonclinical psychodrama at the individual and group level sociodrama at the level of groups, organizations, and communities.
(P.2) The central objective of FEPTO is to promote psychodrama and sociodrama training, practice, research, and networking.
(P.3) The purpose of this statute is to ensure a solid working basis and the future development of FEPTO. It is recognized that several terms used in the statute will be more precisely defined in the by- laws.
(P4) The pursuit of the purpose includes the respect of the standards of Human rights as they are fixed in the “CHARTER OF FUNDAMENTAL RIGHTS OF THE EUROPEAN UNION” published 12/18/2000(https://www.europarl.europa.eu/charter/pdf/text_en.pdf),
as well as in the “CHARTER OF THE UNITED NATIONS” (https://www.un.org/en/about-us/un-charter/full-text).
This purpose will be achieved by implementing, and fostering the theory and methodology of J.L. Moreno in the following activities:
- training and practice
- research
TITLE I: LEGAL FORM – NAME – REGISTERED OFFICE – PURPOSE – DURATION
ARTICLE 1. NAME AND FORM
The international non-profit Association is called: Federation of European Psychodrama Training Organizations – FEPTO. This Association is governed by the Belgian law of 25 October 1919 amended by the law of 6 December 1954. The law introducing the Code of Companies and Associations and containing various provisions, MB: Thursday, April 4th, 2019.
ARTICLE 2. SEAT
The head office is established in the Walloon Region. It may be transferred to any other place in Belgium by a simple decision of the Council published in the Annexes of the Moniteur belge.
ARTICLE 3. NON-PROFIT NATURE AND PURPOSE
The Association aims to federate psychodrama training organizations in Europe and the Mediterranean regions. it is called FEPTO, European Federation of Psychodrama Training Organisations.
The purpose of the Association is to promote international recognition and promotion by developing the competence of those who practice them to promote exchanges between FEPTO members.
The Federation proposes:
– to work towards the recommendation of minimum standards in training in Psychodrama and Sociodrama.
– to coordinate the calendar of European and Mediterranean meetings.
– to enforce ethical rules.
– to promote research and the development of the methods.
FINANCIAL RESOURCES COME FROM:
– Payment of annual fees
– Funds obtained from the European Union and other institutions
– Works and publications
– As well as other activities that contribute to the achievement of non-profit objectives.
ARTICLE 4. DURATION
The Association is constituted for an undetermined period.
TITLE II: MEMBERS
SECTION I: ADMISSION
ARTICLE 5. MEMBERS
- 1. The association is composed of Members.
- 2. All FEPTO member organizations must have headquarters and recognition in Europe, the Mediterranean area, and neighbouring countries.
- 3 Every fifth year each institute will have to renew its membership. The procedure of the renewal will be fixed in the bylaws referred to in Article 28.
ARTICLE 6. PROCEDURE OF ADMISSION
Admission as a member. To be admitted as a member, the organization that meets the conditions stipulated in the previous article must obtain the approval of the General Assembly. To this end, the candidate must send to the Council, by registered mail, a reasoned request indicating its name and address.
The requests are put on the agenda of the first General Assembly that follows. The General Assembly votes on the application and will declare its decision.
Within eight days after the General Assembly has met and taken a decision, the Council notifies, by registered letter, the candidate the response reserved for his request.
The General Assembly may refuse the request on condition of justification. Refusal of approval shall be without appeal.
THERE ARE FOUR CATEGORIES OF MEMBERSHIP:
1/ The founding members. These are the people who signed the statute at the time of the foundation.
2/ Training organizations that provide a psychodrama training programme. These organizations must have:
– a legal form of organization according to the laws and customs of their country,
– a formal structure supported by documents,
-a published training curriculum,
-a published list of the recognized trainers,
-the number of training groups,
– a list of at least five certified psychodramatists trained by this organization.
The organization has to agree with the Code of ethics of FEPTO.
The organization has to have two endorsement letters from two FEPTO members.
3/ Accrediting organizations giving recognition, certificates and/or set standards for psychodrama training. These organizations must have:
-a legal form of organization according to the laws of their country,
– a formal structure supported by documents,
– a published list of the persons and/or bodies that are members
The organization has to agree with the Code of ethics of FEPTO.
The organization has to have two endorsement letters from two FEPTO members.
4/ Individual Membership
– for senior trainers former, delegates, and representatives of FEPTO members, upon the recommendation of the Council and approval of the General Assembly
-for former Council members under the recommendation of the Council and approval of the General Assembly.
Practical admission details will be governed by the By-laws when and as often as the conditions of admission that have been approved are not known and renewed.
A member who no longer meets the requirements to be a member may be suspended by the Council. He can only be removed from FEPTO by the General Assembly after it has had the opportunity to present its case to the General Assembly. This member will have the right of appeal to the same General Assembly in the event of delisting. Any member who by any circumstance whatsoever, including death, ceases to belong to the association has no right to the social fund and may not claim the reimbursement of the contributions paid.
The member has to agree with the Code of Ethics of FEPTO.
SECTION II: RESIGNATION AND EXCLUSION
ARTICLE 7. RESIGNATION
- 1. Each Member of the Association is free to resign at any time. This resignation must be notified by the Council by registered letter to the Council of the association.
- 2. A member who has not paid the membership fee within the year will receive a reminder letter. If this member has not paid within the time limit stated in the letter, the Council will propose the resignation of this member to the General Assembly.
- 3. A resigning member cannot claim the assets of the association and cannot claim the reimbursement of paid membership fees.
ARTICLE 8. EXCLUSION
- 1. The association may, on the proposal of the Council or a member, exclude a member.
- 2. Only the General Assembly is competent to pronounce the exclusion of a member. The exclusion must be indicated in the convocation of the meeting.
The proposal for exclusion shall be communicated to the member concerned by e-mail to the e-mail address that he/she has communicated to the association, at least two months before the date of the General Assembly. If the member concerned has chosen to communicate with the association by post, the proposal will be sent by registered post.
The member whose exclusion is requested must be heard at the General Assembly whose purpose is his/her exclusion; if he/she does not attend the said meeting, the decision may be taken in his/her absence. He/she shall also have the right to make his/her observations known in writing and in the same way before the General Assembly, after communication of the proposed exclusion.
The exclusion of a member may only be decided by the General Assembly in compliance with the quorum and majority conditions required for the amendment of the Articles of Association.
- 3. The Council shall communicate within two months to the concerned member the decision of exclusion by e-mail at the electronic address he has communicated to the Association.
- 4. An excluded member cannot claim the assets of the association and cannot claim the reimbursement of his contribution and the contributions he has paid.
ARTICLE 9. MEMBERSHIP FEES
Members pay an annual fee approved by the annual General Assembly, based on a proposal from the Council.
TITLE V. ADMINISTRATION – CONTROL
ARTICLE 10. COMPOSITION OF THE COUNCIL
The Association is administered by a Council composed of at least seven people and not more than ten people, appointed for a period of three years. There must be no more than two members from the same country. Council members are eligible for reelection butappointed for a maximum of two consecutive terms.
The General Assembly may terminate at any time, with immediate effect and without reason, the term of office of each Council member. Outgoing Council members will stay in charge till a new council is constituted.
Each member of the Council may resign by simple notification to the Council. He /she can him/ herself do whatever is necessary to make the end of his/her mandate enforceable against third parties.
Every Council member is required to continue to exercise his/her duties after his/her resignation until he/she has been appointed in his/her replacement after a reasonable period.
When a Council member’s place becomes vacant before the end of the term, the remaining members have the right to co-opt a new Council member. The first General Assembly that follows must confirm the mandate of the co-opted Council’s member. In the event of confirmation, the co-opted member shall terminate the term of office of his predecessor, unless the General Assembly decides otherwise. In the absence of confirmation, the term of office of the co-opted Council member shall end after the General Assembly, without prejudice to the regularity of the composition of the Council until that date.
The Council shall elect from among its members an Executive Council composed of the following members:
President
Vice-President
Secretary
Treasurer
One Council member may represent two functions.
The Council shall, if necessary, have the power to suspend from office any member of the Council, in- including the members of the Executive Council. However, only the General Assembly will have the right to decide on the dismissal of a Council member.
ARTICLE 11. PRESIDENT OF THE COUNCIL
The Council shall elect a president from among its members. If the president is unable to act, he/she shall be replaced by the vice-president or, in the absence of a vice-president, by another Council member designated by the colleagues.
ARTICLE 12. CONVENING OF THE COUNCIL
The Council shall meet at the convocation of the president or, if the president, the vice-president, or the secretary is unable to act or, in the absence of a vice-president and secretary or if they are unable to act, another Council member designated by the colleagues.
ARTICLE 13. DELIBERATIONS OF THE COUNCIL
The Council may deliberate and act validly only if a majority of its members are present or represented.
Any Council member may mandate one of the colleagues to represent him/her at a specified meeting of the Council and to vote therein in his place. This mandate must be given in writing. The president is, in this case, considered to be present.
The Council may deliberate and validly decide on items that are not on the agenda only if all its members are present at the meeting and give their consent.
The decisions of the Council shall be taken by the majority of votes. In the event of a balance, the vote of the Chair of the meeting shall be Decisive.
ARTICLE 14. MINUTES OF THE COUNCIL
The decisions of the Council are recorded in minutes signed by the president and the Council members who so wish. These minutes shall be recorded in a special register.
All copies and extracts of the minutes are signed by one or more members of the Council with the power of representation, following Article 15, §2 of this Statute.
ARTICLE 15. AUTHORITIES OF THE COUNCIL
- 1. The Council has the power to perform all the acts necessary or useful for the achievement of the object and purpose of the association, except those that the law or this statute reserves to the General Assembly.
The Council is responsible to the General Assembly for the management of FEPTO. It may also set up committees. Each committee shall have at least one Council member among its members.
Committees may perform specific tasks on behalf of the Council. They will include:
- Membership committee, responsible for the procedures for admitting new members.
- Annual Meeting committee, responsible for the organisation of the annual and extraordinary General Assemblies.
- Training committee, that will address special training issues.
- Research committee.
- Ethics committee.
- 2. Without prejudice to the general power of representation of the Council as a college, the association is validly bound, in and out of court, by all acts that are signed by two Council members acting jointly. They need not present proof of their powers to third parties. However, legal proceedings, both in claiming and defending, are followed by the Council represented by its President and one Council member designated for this purpose by the latter.
ARTICLE 16. COUNCIL MEMBERS’ REMUNERATION
The General Assembly decides whether or not the term of office of the Council is exercised free of charge.
If the term of office of the Council is remunerated, the General Assembly, acting by an absolute majority of votes, shall determine the amount of such fixed or proportional remuneration. This remuneration will be charged to overhead costs, regardless of any expenses of representation and travel.
ARTICLE 17. DAILY MANAGEMENT
The Council may delegate the day-to-day management, as well as the representation of the Association regarding such management, to one or more persons, whether or not they are members of the Council.
The Council determines whether they act alone, jointly or collectively.
Day-to-day management includes both acts and decisions that do not exceed the needs of the daily life of the Association and acts and decisions which, either because of the minor interest they represent or because of their urgency, do not justify the intervention of the Council.
The delegates of the day-to-day management may, in respect of such management, assign special mandates to any representative.
The Council shall determine any duties and remuneration for the delegates responsible for day-to-day management. It may revoke their mandates at any time.
ARTICLE 18. AUDIT OF THE ASSOCIATION
If required by law and within the limits it provides, the control of the association shall be ensured by one or more auditors, appointed for three years and eligible for re-election.
TITLE VI. GENERAL ASSEMBLY
ARTICLE 19. COMPOSITION
- The General Assembly is composed of Members in good standing for dues. Each training organisation may send three representatives. Accrediting organisations may send two. Founding members and individual members represent themselves.
- Training organisations have three votes, accrediting organisations have two votes, founding members and individual members have one vote.
ARTICLE 20. AUTHORITIES
The General Assembly Shall Exercise the powers conferred on it by law and this statute. This includes the following exclusive powers that can only be exercised by the General Assembly:
- the amendment of the articles of association.
- the appointment and dismissal of members and the fixing of their remuneration in cases where remuneration is attributed to them.
- the appointment and dismissal of the auditor and the fixing of his/her remuneration.
- the discharge to be granted to the members and the auditor and, where applicable, the bringing of an action by the association against the members and auditors.
- the approval of the annual accounts the budget and the reports.
- the dissolution of the association.
- the exclusion of a member.
- the transformation of the AISBL (international non-profit organisation), into a ASBL (nonprofit organisation), a cooperative society approved as a social enterprise and an approved social enterprise cooperative society.
- make or accept the contribution free of charge of a universality.
- all other cases where the law or this statute so require.
ARTICLE 21. HOLDING AND CONVOCATION
An ordinary General Assembly shall be held each year in May at the head office or any other place indicated in the convocation. The Council and, where applicable, the auditor, must convene the General Assembly in the cases provided for by law or this statute, as well as whenever the interest of the association so requires or when at least one-fifth of the members so request. In the latter case, the members indicate the subjects to be put on the agenda at their request.
The Council or, where applicable, the auditor shall convene the General Assembly within twenty-one days of the request for convening, and the General Assembly shall be held no later than the fortieth day following such request.
The convocation of the General Assembly shall contain the agenda.
Any proposal signed by at least one-twentieth of the members shall be placed on the agenda. They are made by e-mails sent at least fifteen days before the meeting to the members, the Council members and, where applicable, the auditors. They are made by ordinary mail to people for whom the association does not have an e-mail address, on the same day as the sending of electronic convocations.
A copy of the documents that must be transmitted to the General Assembly under the law is sent without delay and free of charge to the Members, Council members and auditors who request it.
Any person may waive the convocation and, in any case, will be considered to have been duly summoned if he/she is present or represented at the Meeting.
The General Assembly may be held electronically.
ARTICLE 22. ADMISSION TO THE GENERAL ASSEMBLY
To be admitted to the General Assembly and to exercise the right to vote, a member must have the status of Member and must be registered in this capacity in the register of members. It must also be in good standing for contributions.
Where the General Assembly deliberates on the basis of a report drawn up by the auditor, the latter shall take part in the meeting.
ARTICLE 23. DELIBERATION
- 1. Founding members and Individual members have one vote. Those who belong to a member Training Organisation cannot vote as individuals. If they are not members anymore, they regain their individual vote.
- 2. Each Training organisation shall have three votes cast by the appointed representative present in the General Assembly. Their affiliates have no votes but are represented by the Organisation.
- 3. Each Accrediting organisation shall have two votes cast by the appointed representative present in the General Assembly. If the representative is a Founding member, he/she loses his/her individual vote but regains it when he/she is no longer a representative.
Except in the cases provided for the By-laws or this statute, decisions shall be taken by a majority of votes.
- 4. Any member may give to another member a written proxy to represent him/her at the meeting and vote in his place. A power of attorney granted remains valid for each subsequent General Assembly to the extent that it deals with the same agenda items unless the representative would no longer be a member of the association.
The number of proxy votes that one representative can have will be regulated in the by-laws.
- 5. Any meeting may deliberate only on the proposals appearing on the agenda, unless all the persons to be convened are present or represented, and, in the latter case, if the proxies expressly mention it.
- 6. Except in the cases provided for by law or this statute, decisions are taken by majority vote except for the modification of the statute and the dissolution of the association.
ARTICLE 24. MINUTES
- 1. The minutes recording the decisions of the General Assembly are recorded in a register kept at the head office, they are signed by the president of the General Assembly and the secretary, as well as by the members present who request it.
The register of minutes is kept at the head office of the association where all members can read it, but without moving the register. The copies to be issued to third parties shall be signed by one or more members of the Council having the power of representation. All documents of the association can be saved in an electronic file.
TITLE VII. FINANCING – CORPORATE YEAR – INTERNAL REGULATIONS
ARTICLE 26. FINANCING
In addition to the contributions that will be paid by the members, the association will be financed by donations, bequests, and income from its activities.
ARTICLE 27. FISCAL YEAR
The financial year begins on the first of January and ends on thirty-one December of each year. On the latter date, the Association’s entries are adopted, and the Council draws up the annual accounts following the applicable legal provisions. Two auditors analyse the accounts and will report to the General Assembly. The Council shall also draw up a budget proposal for the following financial year. The Council shall submit the annual accounts for the preceding financial year and the budget proposal for the following financial year to the Annual General Assembly.
ARTICLE 28. BYLAWS
By-laws may be drawn up by the Council and presented for approval to the General Assembly. Amendments to these rules may be made by the General Assembly, acting by a simple majority of the members present or represented. These amendments will be sent to the Council by letter at least three months before the General Assembly.
TITLE VIII. DISSOLUTION – LIQUIDATION
ARTICLE 29. DISSOLUTION
The Association may be dissolved at any time, by decision of the General Assembly taken under the same conditions as those provided for the modification of the object or non-profit purpose of the Association. Any applicable reporting obligations in accordance with the law will be complied within this Context.
ARTICLE 30. LIQUIDATORS
In the event of dissolution of the association, for any reason and at any time whatsoever, the Council members shall be appointed as liquidators under this statute if no other liquidator has been appoint- ed, without prejudice to the right of the General Assembly to appoint one or more liquidators and to determine their powers and emoluments.
ARTICLE 31. ALLOCATION OF NET ASSETS
In the event of dissolution and liquidation, the extraordinary General Assembly decides on the allocation of the Association’s assets, which must in any case be for a nonprofit purpose. This allocation shall be terminated after all debts, charges and liquidation costs have been discharged or after have been discharged or after payment of the amounts necessary for that purpose.
TITLE IX. MISCELLANEOUS
ARTICLE 32. ELECTION OF DOMICILE
For the execution of this statute, any member, administrator, auditor or liquidator domiciled abroad, elects domicile at the head office where all communications, summonses, assignments service may be validly made to him if he has not elected another domicile in Belgium in face of the Association.
ARTICLE 33. JURISDICTION
For any dispute between the association, its members, administrators, auditors and liquidators relating to the affairs of the association and the execution of this statute, exclusive jurisdiction is attributed to the courts of the registered office, unless the association expressively gives it up.
ARTICLE 34. COMMON LAW
The provisions of the Companies and Associations Code from which it would not be lawfully derogated are deemed to be included in this statute and clauses contrary to the mandatory provisions of the “Code of Associations” are deemed un-written.
SECOND RESOLUTION
- POWERS
The meeting decides to confer on the Council of directors all powers for the execution of the foregoing resolutions.
- VOTE
The foregoing resolutions were adopted successively and adopted separately, if necessary, article by article, by unanimous vote.
- COSTS
Mr President declares that the amount of expenses, expenses, remuneration or charges, in any form whatsoever, which are incumbent on the association, or which are charged to it, amounts to one thousand two hundred euros (1,400 EUR) including VAT.
CLOSING
As the agenda was exhausted, the meeting rose at * o’clock. CERTIFICATE OF IDENTITY
On view of the documents required by law, the undersigned Notary certifies and certifies that the civil status of the witnesses, as listed above, is in accordance with the official registers.
DRAFT ACT – RIGHT OF WRITING
The witnesses declare to us that they have taken cognizance of the draft of this act at least five working days before the signature of the present. This act is subject to the redaction fee which amounts to an amount of ninety-five euros (EUR95.00). Paid on declaration by the undersigned Notary.
The proxy holder may in particular
-attend any other meeting with the same agenda in case the first meeting cannot validly deliberate;
-take part in all deliberations and vote, amend or reject, on behalf of the undersigned, all proposals or decisions relating to the agenda.
For the above purposes, to pass and sign all deeds, documents, minutes, registers, elect domicile, substitute and in general do whatever is necessary.