CONTENTS

ILEGAL REQUIREMENTS

1.1Annual General Meeting

1.1.1Votes at the AGM

1.2Board

1.2.1Election and appointment of Board members

1.3Rights and Obligations of Board Members

IICOORDINATION GROUPS

2.1The Council

2.2The Committees

2.3The “Information – Communication – Technology – Consultancy” team

2.4The “Working Group”

IIIOFFICIAL LANGUAGES

IVDUES AND EXPENSES

VADMISSION OF NEW MEMBERS AND LOSS OF MEMBERSHIP

VIRIGHTS AND OBLIGATIONS OF MEMBERSHIP

VIIASSOCIATE MEMBERSHIP

IXSLEEPING MEMBERSHIP

XSETTLEMENT OF CONFLICTS

XIDURATION AND DISSOLUTION

BYE - LAWS of SPACE

Preamble

Consequent upon the re-structuring of SPACE into an International Association under Belgian Law and the appointment of a Board and of a Secretary-General, it was found necessary to re-write both the Constitution and the Bye-Laws. This was decided at the AGM of 28-30 March 1996, which took place in Gent in Belgium.

Meanwhile the adapted Constitution was approved at the AGM of 13-15 March 1997 in Aalborg in Denmark. The first adapted Constitution was approved by the Belgian Ministry of Justice on 31 March 1998 and published in the “Moniteur Belge” of 13 August 1998.

As a consequence of the bill proposing the modification of the original Belgian Act (dated 15 December 1998), both Constitution and Bye-Laws have been modified. These modifications were discussed and approved at the AGM of 15-17 March 2000 in Blois in France. More recent amendments have been discussed and accepted by the extraordinary GM in Helsinki in Finland in October 2000. The ensuing version has been accepted at the Autumn Meeting in Lyngby’, 2001. Taking into account the remarks made by the Belgian Ministry of Justice, the Constitution has again been adapted and approved at the Annual General Meeting in March 2002 in The Hague in The Netherlands.

The revised Constitution has been approved by the Belgian Ministry of Justice on 14 January 2003.

ILEGAL REQUIREMENTS

1.1Annual General Meeting

An Annual General Meeting of the Association will be held, if possible, every twelve months, but in any case not later than fourteen months from the date of the previous AGM. The date and venue will be decided if possible by the members at the preceding AGM; otherwise, the date and venue will be chosen by the Board. Convening notices will be sent out by the Secretary-General who will liaison if necessary with the host member to ensure that costs are kept at a reasonable level and travel facilities and accommodation possibilities are advised to members in good time.

Annual General Meetings shall be those at which matters binding all members may be dealt with. Therefore, notices of agenda of such a meeting must be sent in writing to all members at least six weeks in advance. Members may submit additional items provided they are in the hands of the Secretary-General at least two weeks before the date of the meeting. All regular members of the network should be present at the AGM, or represented by a person competent and authorised to vote on their behalf.

In addition to the Annual General Meeting, an Extraordinary General Meeting may be called. In either case consensus will be sought among members as to the date and venue. To convoke an Extraordinary General Meeting, advanced notice of at least four weeks is required. Such a meeting may be called by the President or by a minimum of one third of the members entitled to vote. The written notice must contain details of matters to be discussed or motions to be tabled so that votes of those unable to attend may be cast by letter, telefax or written proxy.

1.1.1Votes at the AGM

All decisions can be taken by a simple majority, provided a quorum of 51 % of members is present or represented by proxy to any member they choose. There can only be one proxy per member attending the meeting. Such a proxy may be general or particular in respect of some item on the agenda.

Exceptions:

Matters relating to

* modification or revision of the Constitution and of the Bye-Laws

* expulsion of a member

* dismissal of an officer

* dissolution

require a 75 % majority of votes cast at an Annual or Extraordinary General Meeting, provided that a quorum of 66 % of members is present or represented by proxy.

Voting by secret ballot may be decided by the President or called for by one quarter of those present.

See “ section 5”:Admission of New Members and Loss of Membership.

See “ section 6”:Rights and Obligations of Membership.

See “ section 7”:Associate Membership.

See “ section 8”:Honorary Membership.

See “section 9”:Sleeping Membership.

1.2BoardA Board will be elected by the Annual General Meeting to manage and represent the Association.

The Board is to be composed of:

  • the President and two Vice-Presidents;
  • the Secretary-General;
  • and additional members, as pointed out in Article 8 of the Constitutionat least one Administrator who signed the Constitution.

If necessary, the chairpersons of the different working committees can be invited for consultation. They have, however, no voting right.

The Board can authorize additional members besides the President to sign documents as legal representatives of SPACE. These members are designated as ‘administrators’.

Matters relating to:

* the history of SPACE,

* the continuity of the cultural spirit of the network,

* its financial stability,

  • control of the validity of the decisions taken at all levels of the association
  • control of the validity of the decisions taken at all levels of the association

will be the responsibility of all members of the Board.

1.2.1Election and appointment of Board members of directors

The election and appointment of the Board members shall take place in accordance with with the regulations set out in Article 8 of the Constitution.

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1.3Rights and Obligations of Board Members

The President will be responsible for ensuring that the decisions and policies of the Board are put into effect. The President and the Board are primarily responsible for ensuring that the objectives of SPACE are persuasive and shall initiate the policies they consider necessary to achieve this.

The President shall report on his/her activities, as well as those of the Board during the past year at the AGM. The report will be discussed and approved prior to the election or re-election of Board membersdirectors.

The President and the Board may not in the name of the Association enter into any contract, obligation or commitment incurring expenditure or of more than 50 % of the total income of the prior year.

The Board shall not receive remuneration for their services (except for the Secretary-General), but shall be entitled to reimbursement of expenses incurred in discharge of special missions delegated to them.

The office of the Secretary-General will be the registered office of the Association and all communications will normally be addressed to him. He will pass on such correspondence that he cannot deal with himself. He will open a bank account on behalf of the Association but may not sanction expenditure above 20% of the total income of the prior year without the approval of the Board or the authorisation given at an Annual General Meeting.

The Secretary-General is entitled to ask the Board to approve temporary employment of assistance in connection with urgent or special needs of the Association.

The Secretary-General is responsible for bringing opinions of the members to the attention of the Board and may suggest the necessary changes in policy. The Secretary-General may not her/himself change or initiate policies. He/she will be supported in his/her work by all Permanent and Ad Hoc Committees, who shall report to him. He/she is also responsible for the collection and management of all dues of members and shall report at each AGM on the financial situation of SPACE.

The Secretary-General shall at all times keep an up-to-date copy of the Articles of the Constitution and a current copy of the Bye-Laws as amended at AGMs. He shall draft the minutes of the Board and of the Annual General Meetings and will keep the records of these meetings up-to-date. He shall keep and update the lists of attendance of all Board Meetings and AGMs. He shall send the minutes of General Meetings to the members. He shall be responsible for sending notices of General Meetings to the members and keeping them advised of current events when necessary.

He/she shall at all times keep an up-to-date copy of the Articles of the Constitution and a current copy of the Bye-Laws as amended at AGMs. He/she is also responsible for sending notices of General Meetings and keeping members advised of current events when necessary.

IICOORDINATION GROUPS

2.1The Council

This Council will consist of:

* all members of the Board;

* the nationalrepresentative of each country;

and will act as a link between the national committees and the Board.

Each country however has only one vote.

If there are several representatives of the same country in the different functions, only the representative officially chosen at the National meeting will have the right to vote.

The Council will meet at least once a year

The Council can also be convened by the Board or a third of its own members

The Council has the authority to vote and decide on current matters in order to facilitate the daily management, except for matters mentioned in the Constitution under Article 13.

2.2The Committees (professional sections)

Each European country belonging to SPACE has the right to be represented on every committee. Committees can be either “permanent” or “ad hoc”. All committees, whether permanent or ad hoc, shall report on a regular basis to the Secretary-General, who will inform the President.

Committee Chairpersons

The Chairpersons of the committees are to be elected at the AGM for a period of three years, and may be re-elected for a second period. Written application is required before or at the AGM.

Committee Chairpersons are not paid for their work but receive a refund for the expenses incurred.

Work in Committees

Since some countries may send only few or one delegate, membership of a committee is not obligatory. A member who is the sole representative of his/her country must decide which committee(s) they consider important to sit on. The meetings of the Board and of the Council, however, are a priority.

When a country is represented by several members, the members will decide among themselves who will sit on which committees and when to rotate membership of committees.

2.3The “Information – Communication – Technology – Consultancy” team

Taking into account the importance and the quick development of Information and Communication Technology, as well as the differences that are still existing in Europe, an ICTC team will have the supervision of the whole network.

The ICTC team will work very closely with Head Office and the SPACE committees, and help elaborate the corresponding budgets. For this purpose the job will preferably be done by a team of three specialists, representing three geographic regions: Northern, Middle and Southern Europe.

2.4The “Working Group”

The “Working Group” is composed of the chairpersons of the permanent committees. They prepare and coordinate the committee meetings, ensuring that committees are not doing the same work and that they use new technology, in consultancy with the ICTC team. They draw up a business plan and annual budget, together with the head of the ICTC team and the Secretary-General.

Each chairperson has the right to appoint a section Board comprising min. 2 and max. 4 persons who will help them with the elaboration of the agenda and with some specific tasks. They will be considered part of the Working Group.

IIIOFFICIAL LANGUAGES

The working languages of the Association shall be English or French. Nevertheless, the President shall adopt such measures, as he/she deems necessary to ensure that no member is inhibited from expressing his/her views by reason of lack of fluency in these languages.

Any written communication shall be issued in English or French.

For all communications in relation with any Belgian authority, French will be the working language.

IVDUES AND EXPENSES

The aggregate amount of the annual dues of the Association shall be proposed by the Board through the President at the AGM and agreed by the members. The amount shall be decided for the ensuing working year. The working year is a calendar year.

All financial documents will be drafted in EUR.

Within the bounds of the approved and allocated budget of the current year and before spending any money, members of the Board and the Chairpersons of the Committees have to draft a written financial proposal and will need the written consent of the Secretary-General.

VADMISSION OF NEW MEMBERS AND LOSS OF MEMBERSHIP

Preconditions for becoming a new member are:

(a)Being a school engaged in the teaching of business management, marketing, modern language teaching, and the teaching and training in office procedures, secretarial and/or commercial practices and the modern technology connected therewith.

(b)Fulfilling the stipulations required to achieve the purposes of article 3 of the Constitution.

(c)3 years of lawful operation in the national country and operating throughout the year except for recognised holidays.

(d)Agreement of the applicant to adopt activities to comply with the Constitution and Bye-Laws.

Non-compliance with the obligations of the Association or abuse of the rights set out in these Bye-Laws shall be taken up by the Board immediately. It is the duty of the President and the Board to determine whether non-compliance withor abuse of the Articles of the Constitution or the Bye-Laws has taken place and to bring it tothe notice of members.

Any member who feels he/she is victim of wrong doing or in dispute with another member has the right to bring the matter to the notice of the Presidentwho will try to mediate or if necessary bring it to arbitration. (See section 9).

Any member may at any time renounce membership by giving 90 (ninety) days’ notice by means of a registered letter in writing to the Secretary-General, preferably before 1 Januarythe start of a new calendar year in order to avoid having to pay the membership fee for that year.

New members will be admitted to the Association subject to completion of the following procedure:

(e)All applications will be addressed to the Secretary-General who will ensure that the application should be considered on the basis of the requirements laid down in section V. If not, he/she will inform the applicant accordingly.

(f)Applicants appearing to meet these requirements will then be inspected. The Secretary-General or his/her delegate will visit the institute. If the visit is satisfactory, the Secretary-General will inform the Board and all members.

VIRIGHTS AND OBLIGATIONS OF MEMBERSHIP

Without exception all members are obliged to:

(a)Respect the articles of the Constitution and the Bye-Laws of the Association and, in particular, the standards set out in article 5 of the Constitution.

(b)Promote friendship, loyalty and understanding among members and foster a spirit of professional co-operation.

(c)Resolve differences and conflicts in the spirit of the Association and in accordance with section 9 of these Bye-Laws.

(d)Respect decisions made by the Board or the Secretary-General by virtue of the authority accorded to them by these Bye-Laws.

(e)Remit membership dues within the period required. Delayed payment may incur embarrassment if the Secretary-General is forced to send reminders.
Also see paragraph 2 of Article 11 of the Constitution: “Institutional members whose membership fee has been overdue for over 3 months, will no longer have voting rights, barring an opposite decision by the majority of the members who have paid their fee.”

(f)Respond without delay to communicationsfrom the President or Secretary General which call for a reply.

(g)Respect regulations laid down in the “Course & Diploma” description, when organising the examinations.

All members are equal. No member may enjoy special rights or privileges without the express consent of the other members.

Membership entitles full enjoyment of rights conferred by these Bye-Laws and in particular:

(h)The right to any benefit resulting from professional co-operation of the Association.

(i)The right to demand that these Bye-Laws be implemented.

(j)The right to propose through the Secretary-General or at the AGM any modification or amendment to these Bye-Laws deemed desirable.

(k)The right to be informed in good time of any proposed modification or amendment to these Bye-Laws.

(l)The right to propose or present new candidates for membership in accordance with procedures laid down in these Bye-Laws.

(m)The right, subject to reasonable notice being given, to inspect the records and accounts of the Association.

(n)The right to use the LOGO of the Association on a member’s stationery and literature.

(o)The right as a newly elected member to be included in any brochure or list of members as soon as circumstances permit.

Membership of another group or association must in no way occasion detriment to another member or other members of SPACE. A breach of this obligation may be regarded as a grave offence against these Bye-Laws.

VIIASSOCIATE MEMBERSHIP

In accordance with the Constitution article 4 it was decided by the AGM on 26-28 March 1998 in Gent that SPACE could have associate members.

The Board accepts individual organisations and companies of the categories mentioned below as associated members:

  • subsidiary institutes and collaborators of SPACE who wish to prepare candidates for the SPACE exams organised by a SPACE member
  • institutes of higher education who wish to commit themselves to provide possibilities for work placement and/or job opportunities for SPACE candidates and graduates, and this at the request of other member institutions.
  • recognised associations of institutions in Higher Education;
  • all kind of professional bodies that could do service to holders of a SPACE diploma, such as associations of secretaries, tourist offices, consulates, chambers of commerce, etc.
  • companies that are interested in the SPACE programme and SPACE candidates.

The purpose of having associate members is:

(1)To provide a link to educational as well as non-educational circles having an interest in the SPACE programme thus establishing recognition of the SPACE programme across Europe.