Constitution

Constitution agreed on in Leuven 11th of January, 2020.

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The name of the international Association is “FEDECRAIL I.V.Z.W.” FEDECRAIL is the European federation of museum- and tourist railways.

The official language of the Association is Dutch, the three other working languages are English, French and German.

FEDECRAIL falls under the Statute of the Belgian law of 27th June 1921 regarding non-profit organisations, international non-profit organisations and charities (art. 46 to 57 inclusive).

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The object of FEDECRAIL will be:

1. The encouragement of mutual cooperation between railway organisations and their
   members by the provision of advice and assistance when and where possible and the
   convening of joint meetings and seminars;
2. The study and resolution of problems and developments relating to museum, tourist and
   other similar railways or tramways (regardless of the method of traction), railway museums
   and railway preservation groups;
3. To act and speak on behalf of its members at an international level with particular
   reference to the potential impact of regulations and directives of the European Union and
   any other supra-national bodies on their activities.

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The Association’s registered office is situated at c/o Advocatenkantoor Van der Perre, Ganzenstraat 57, 8000 Brugge, Belgium.

The address of the association may be changed by the Board. Such a decision has to be
published within a month in the annexes to the Belgian Official Gazette.

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The founding members shall be those organisations or persons who have subscribed to the instrument creating FEDECRAIL.

The number of members of FEDECRAIL is unlimited, but the minimum number is four.

Thereafter, other members shall include such organisations as may be admitted by the Council subject to ratification by the next General Meeting in accordance with these statutes.

In the event of an application being refused by the Council the applicant shall have a right of appeal on the members in General Meeting.

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Applications for membership shall be made to the secretary in writing at least two months before the next Annual General Meeting. Such an application shall include a copy of the bylaws of the applicant, where necessary together with a translation into Dutch, English, French or German of the articles about the objects and means of the organisation, and membership. Details of those articles relating to the applicant’s own membership shall be
provided.

The following organisations are eligible to become members, provided that they have been legally founded according to the laws and practices of their country of origin:

a) National organisations which broadly follow the objectives as mentioned above under article 1 on a national basis;

b) Museum, tourist, historical and other similar railways, tramways, railway museums and railway preservation groups, which have their registered office in any country where a national organisation has not been established. Their contribution and votes are determined by the principles referred to in articles 2-4 and 2-5;

c) Those museum, tourist, historical and other similar railways, tramways, railway museums and railway preservation groups, which have their registered office in a country where a national organisation has been established, but which are not members of such an organisation. Their contribution and votes are determined by the principles referred to in
articles 2-4 and 2-5;

Their membership may be allowed on a discretionary basis by the General Meeting of FEDECRAIL, only after reviewing the individual circumstances involved in each case.

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The Board may admit other organisations as affiliates at its discretion, subject to ratification by the members in General Meeting, at such contribution as may be deemed appropriate, such sum not to exceed the maximum contribution payable by full members. Affiliates shall have the right to attend and to speak at General Meetings, but shall not be
entitled to vote.

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Members will pay, and receive their voting powers according to the number of points to which they are entitled by reference to their constituent members as described in article 2-5. 

One point determines and represents one vote and one financial contribution unit, provided that no one member (or more, if from the same country) shall be entitled to exercise more than 25% of the total voting rights or be liable to more than 25% of the financial contribution. 

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The constituent members are divided into categories which reflect the nature of their activities, assets and responsibilities. The categories are:

a) Railway preservation groups, which do not give public access to their premises/collection on a more than incidental basis, but may be subject to environmental and safety at work legislation, one point;

b) Railway museums or train operators, which do not operate railways or tramways but comply with the EU or appropriate national rules for safety management with regard to the organisation and the visitors, five points; 

EU or appropriate national rules for safety management…..”

c) Museum, tourist and historical railways and tramways, operating railways or tramways at least ten days per year over a specific length of track, with direct responsibility for the railway operation, ten points. 

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A member or affiliate wishing to resign from FEDECRAIL must notify the secretary in writing
before 1st October. If the member or affiliate fails to do so, he shall be liable for the contribution due for the following year. No member or affiliate who resigns or is expelled shall be entitled to any reimbursement of the contribution, or have any rights to claim any of the assets of FEDECRAIL.

Any member or affiliate in default of payment for more than one year may be deleted from the list by a decision of the Board.

No member shall be entitled to vote or no affiliate shall have the right to attend meetings for as long as its contribution remains unpaid.

The General Meeting may expel a member or affiliate from membership by a two/third majority of votes cast at a meeting convened for this specific purpose. Any member or affiliate subject to such a resolution has the right to be heard.

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The General Meeting exercises the supreme authority of FEDECRAIL and establishes it general policy. All members of FEDECRAIL shall have the right to attend and to vote, except the affiliates which, according to the stipulations in article 2, shall only have the right to attend meetings and to express their opinion. They shall not have the right to vote.

The General Meeting shall have the exclusive power of:

a) approval of the audited accounts and budgets,
b) amendments to the constitution,
c) dissolution of the Association.

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A General Meeting can only be convened by means of an agenda which must be sent by the Board to all members and affiliates at least six weeks before the day of the meeting.

The agenda shall indicate the place of the meeting and the items on which the General Meeting is to adopt a resolution (see article 3.7).

Any proposals by members with regard to which the General Meeting is to adopt a resolution must be received by the secretary 8 weeks before the meeting. The date of the meeting must be known to all members and affiliates at least three months beforehand, unless otherwise stated in these bylaws. (see art. 7, Amendments to the bylaws)

The Board shall convene a General Meeting at the request of at least one/fifth of the number of individual members entitled to vote. The chairman may allow observers to attend a General Meeting

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Members may accept short notice of an extraordinary General Meeting, provided that resolutions adopted at this meeting shall be ratified within sixty days by members representing in total 75% of the voting rights

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The Annual General Meeting of the members will be held within six months after the end of the calendar year. Notice of the Annual General Meeting shall be accompanied by the report of the Board, a copy of FEDECRAIL’s audited accounts and the budget for the next financial year which must then be submitted to the members for approval.

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The Board has to give an interim report of its activities to the members every quarter or as many times as it deemed necessary in the interests of the members, or if three different members so request.

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The Board members provide full co-operation and information to the General Meeting and make their administration available for any commission which has been appointed by a General Meeting.

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Unless stated otherwise in these bylaws, the General Meeting can in principle deliberate and adopt resolutions irrespective of the number of members present or represented.

Votes can only be cast in the following manner:

a) by a simple majority (unless stated otherwise in these bylaws) of members voting about non-confidential matters and in case of elections of members of the Board, the chairman and other officers of FEDECRAIL, unless a poll based on the number of voting points/voting rights held by each member is requested by any member, not being an affiliate, present or validly represented at the meeting and the poll;

b) in all other matters or when a poll is demanded by a majority, which majority, unless otherwise stated in these bylaws, shall be a simple majority of the votes cast on the basis of the total voting rights of each member present or validly represented at the meeting and the poll;

c) In case of equality of votes, a new poll or secret ballot will be held. If equality of votes is the result of this second poll, the proposal is deemed to be rejected.

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Resolutions can only be adopted on matters which are on the agenda.

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FEDECRAIL is managed and represented by a Board which prepares the General Meetings and implements its resolutions.

a) The Board is responsible for the implementation of the policies of FEDECRAIL.
b) The Board has power of decision in all matters not reserved for the General Meeting.

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The Board shall consist of a minimum of six members and a maximum equalling the number of umbrella organisations that are members of FEDECRAIL. At least one board member shall have the Belgian nationality.

Board members can be elected among members of:
a) a voting member of FEDECRAIL or
b) a voting member of a member of FEDECRAIL.

Their appointment shall terminate on their death, resignation, legal incapacity, dismissal or the expiration of their mandate. A Board member can only be dismissed in a General Meeting by a two/third majority of the votes.

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All Board members and the chairman are appointed by the General Meeting in accordance with the provisions of article 3.1.

The chairman chairs the board meetings as well as the general meeting. In the absence of the chairman, a vice-chairman shall perform the tasks. If both the chairman and the vicechairman are unable to attend a meeting, the board members present can designate someone among them to act as chairman of the meeting.

4-4

A board member can be elected for a period of three years and for three further periods of
three years each, i.e. for an uninterrupted period of twelve years maximally, counting all immediately preceding years.

a) A year is defined as the period between two Annual General Meetings.
b) A Board member who shall be due to retire shall retain office until the close or adjournment of the last Annual General Meeting of the mandate. .

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A member of the Council shall be eligible for furthThe Board shall give notice to all members, three months before the proposed date for the next Annual General Meeting of FEDECRAIL, of those Board members who shall retire at
such meeting.

The notice shall state a date by which the next Annual General Meeting of FEDECRAIL shall be held. The notice shall state that nominations for Board membership have to be submitted to the Board. For that purpose the notice shall include profiles for the available vacancies.

The nominations must be submitted to the Board at the latest two months before that date.

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The Board shall meet at least twice a year and at such other times as required and convened by the chairman or at the request of at least three Board members. The Board shall adopt resolutions by a simple majority of votes. In the event of equality of votes, the Board chairman shall have a casting vote

The Board shall publish details of the resolutions adopted at the General Meeting and the Board meetings and will circulate them to all members and affiliates within two months.

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The Board can make use of the current electronic available means of communication, such as web conferences, for its meetings. Furthermore, board members can digitally – via email – approve the board meeting reports drawn up by the secretary

4-8

The Board can draw up internal rules, in which different matters and procedures, e.g. the delegation of tasks and the creation of work groups and task forces, can be laid down. The internal rules can be drawn up and amended by the Board. The Board shall notify the members of any amendments at the first General Meeting following this amendment.

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The Board, represented by the chairman or a board member designated by the chairman, shall act in court on behalf of FEDECRAIL, in the capacity of plaintiff or defendant. All documents binding the association, except for specific powers of attorney, must be signed by one of the Board members, who does not have to prove his power on the matter to any third person.

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The Board may provisionally replace a deceased member or members who are prevented from attending or a retired member: in that case the next General Meeting shall confirm the nomination by election at its next meeting. The nominee concerned shall not be entitled to vote until confirmed by election in a General Meeting.

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A member who is unable to attend a meeting may be represented by a proxy if this proxy is accepted by the Board. In such case the member must inform the secretary beforehand in writing.

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All documents regarding election, dismissal and retirement of Board members will be sent to the Federal Public Service for Justice, and be published in the Annexes to the Belgian Official Gazette at FEDECRAIL’s expense.

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FEDECRAIL’s financial year runs from 1st January to 31st December. The financial means of FEDECRAIL consist of:

financial contribution units as determined under article 2-4, to be paid by members and affiliates on the 1st January of each year;
donations;
other benefits.

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The level of the financial contribution unit will be decided by the Annual General Meeting.

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The Annual General Meeting shall appoint two individuals who shall not be members of the Council as auditors. Approval by the Annual General Meeting of the report of the auditors over the previous year discharges the Council from criminal and financial liability.

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The annual accounts will be sent to the Federale Overheidsdienst Justitie by the Council, in accordance with article 51 of the law of 27th June 1921 regarding non-profit organisations, international non-profit organisations and charities.

The duration of FEDECRAIL is unlimited but FEDECRAIL can be dissolved at any time, subject to the articles below.

The Association is subject to articles 50 §3, 55 and 56 of the law of 27th June 1921 regarding non-profit organisations, international non-profit organisations and charities. Any proposition to modify the statutes or to dissolve the Association should come from the Council or from at least one/fifth of the members.

The Council shall announce to the members at least two months beforehand the date of the General Meeting which shall discuss such a proposal. The General Meeting can only take valid decisions if two/thirds of all members entitled to vote are present or represented. A decision is only valid when it attains a majority of two/thirds of the votes cast.

If this General Meeting does not attain two/thirds of all members’ voting rights, a new meeting shall be convened, in the same way as the first meeting, except that the meeting will have to be called together one month in advance. This second General Meeting will be able to take valid decisions irrespective of the number of present or represented members entitled to vote.

Modifications to the constitution will only come into force after approval by the competent authority as required by article 50 §3 of the law and after publication in the Annexes of the Belgisch Staatsblad as required by article 51 §3 of the same law.

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The dissolution of FEDECRAIL can only be decided by a General Meeting in the same way as the modification to the rules of FEDECRAIL.

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A dissolution leaves the responsibility for the liquidation with the Council, or, if absent, with a commission of three persons to be appointed by the General Meeting which has taken the dissolution decision.

Any eventual credit balance after the dissolution must be spent in a way, reflecting the aims of the Association to be decided by the General Meeting which takes the dissolution decision.

All matters which are not mentioned in this constitution, especially the publications in the appendices of the Belgisch Staatsblad, must be dealt with in accordance with the relevant legal stipulations.