Article 1: The Association
1.1 CIRCOM Regional is a not-for-profit association of regional public service audiovisual media in Europe, hereinafter called 'the Association'.
1.2 The Association is constituted according to the laws governing such bodies in the French départements of Haut-Rhin, Bas-Rhin and Moselle and in the terms of Articles 21 to 79 of the Local Civic Code.
1.3 The Registered Office of the Association is in Strasbourg, France. Its Secretariat is located at the office of the current Secretary General or in any other location agreed by the European Board. The Office of the Deputy Secretary General is located in Strasbourg at the offices of France Télévisions.
1.4 The Association is registered in the Associations Register of the “Tribunal d’Instance” in Strasbourg.
1.5 The legal liability in Alsatian law is that of an Association.
Article 2: Aims and Objectives
2.1 CIRCOM Regional is an international association of professionals working in the field of public service regional audiovisual media in Europe. Its aims and objectives are to:
2.1.1 Promote the development of public service audiovisual media at local, regional and where appropriate, national level within the context of European audiovisual media;
2.1.2 Encourage productive contacts between professionals working in these fields;
2.1.3 Examine and debate issues affecting public service regional audiovisual media;
2.1.4 Facilitate co-operation between organisations operating in these fields;
2.1.5 Improve the quality of public service regional audiovisual media and the service offered to audience and users.
2.2 The Association is founded on the principle that the close relationship between public service regional television audiovisual media and producers and their audiences enables them uniquely to fulfil four key roles:
2.2.1 Forming a close and enduring relationship with their audiences;
2.2.2 Enhancing and promoting local, regional, national and European culture with its rich diversity;
2.2.3 Supporting citizens in preparation for a multicultural society underpinned by democracy and tolerance;
2.2.4 Promoting and preserving the values of regional cultures and languages of Europe.
Article 3: Activities to achieve the Aims and Objectives
3.1 The activities shall be decided by the Association provided always they fulfil its Aims and Objectives.
Article 4: Term of Constitution
4.1 The Association is constituted for an unlimited term.
Article 5: Sources of Finance and Resources
5.1 The Association shall be financed through:
5.1.1 Subscriptions paid by Media Members at rates and periods determined by the Annual Assembly;
5.1.2 Grants and subventions provided by local, regional, national and international institutions;
5.1.3 Revenue from such other sources approved by the European Board, in accordance with laws and regulations in force;
5.2 In determining the level of subscription, the Annual Assembly shall give due regard to the size of the Media Member’s domestic market.
Article 6: Membership
6.1 Membership of the Association shall be open to organisations of public service regional audiovisual media and to other entities and individuals committed to its Aims and Objectives and recognised as such by the European Board.
6.2 Every organisation or individual shall, on application for membership, warrant that it (he or she) is aware of and understands the Statutes and any and all appendices to the Statutes and will respect them and act always in accordance with them.
6.3 Approval for membership of the Association is granted by the European Board by majority vote of those present at a quorate meeting.
6.4 Membership of the Association shall consist of Media Members, Individual Members and Associate Members.
6.4.1 Media Members are public service regional audiovisual media organisations in Europe paying the annual membership fee agreed by the European Board within the requirements of Article 5.2 above;
6.4.2 Individual Members are persons considered by the European Board to be able to add value to the activities of the Association;
6.4.3 Associate Members are sister organisations around the world and other organisations and institutions whose membership is deemed by the European Board to be useful to the Association and who support the Aims and Objectives of the Association.
6.5 The number of Individual Members shall be limited to a maximum of five. Each will serve a term of three years. After each three-year term, the Individual Member’s term can be extended by a further three years at the discretion of the Annual Assembly by majority vote. Individual Members may attend the meetings of the European Board and the Annual Assembly.
6.6 Associate Members may not attend meetings of the European Board or the Annual Assembly except and unless invited to attend as observer at a meeting by majority vote of the relevant meeting.
6.7 The Secretary General of the Association will keep a list of Membership.
Article 7: Application for Membership
7.1 Applications for Membership shall be submitted in writing to the Secretary General and shall include such information as is reasonably required by the Secretary General or the European Board.
7.2 The application can be provisionally accepted by the Executive Committee but will also need the subsequent ratification of the European Board by simple majority vote at its next meeting.
7.3 Application for membership as an Individual Member must be supported by the proposition of a Media Member.
Article 8: Resignation, Suspension and Withdrawal of Membership
8.1 A Member who wishes to resign from the Association must give six months’ notice in writing to the Secretary General. Failure to give due notice shall render the resigning member liable to pay in full the following year's subscription or commitment, depending on the category of membership.
8.2 Any Member in breach of the Association's Statutes or who commits any act which in the opinion of the Executive Committee contravenes its aims and objectives, will be suspended with immediate effect by the Executive Committee pending a decision on withdrawal of membership. The Secretary General will inform the European Board of the circumstances of the suspension, including the Member’s explanation.
8.3 The European Board will consider the suspension at its next meeting and may choose to ask the suspended member for an explanation before deciding to ratify or reject the decision of the Executive Committee and, if necessary, approve the withdrawal of membership. The decision will be taken by majority vote.
8.4 Any decision by the European Board on withdrawal of membership must be confirmed by a majority vote of the Annual Assembly at its next meeting.
Article 9: The Management of the Association
9.1 The management structure and administration of the Association is:
9.1.1 An Annual Meeting of Members as the Annual Assembly which has ultimate authority for the management of the Association, as set out in Articles 9 and 10, and to which the European Board shall report for all its activities.
9.1.2 Ordinary Sessions of the European Board, convened when necessary, to consider any matters of activity, finance, governance or procedure not reserved to the Annual Assembly, as set out in Article 11, and to which the Directorate and Executive Committee shall report for all their activities.
9.1.3 A Directorate which undertakes the legal authority for the Association and which comprises the President, the Secretary General and the Deputy Secretary General, as set out in Article 10, reporting to the European Board for the day-to-day management of the Association.
9.1.4 An Executive Committee which reports to the European Board and monitors and manages the activities of the Association on behalf of the European Board and which works alongside the Directorate and which will have available to support its work such relevant professional and other expert assistance agreed by the European Board as appropriate, as set out in Article 14.
9.2 Any meeting of the Association or called on behalf of the Association which is not conducted with due regard to these Statutes shall not be considered valid and any conclusions or decisions of that meeting will be annulled.
Article 10: The Directorate
10.1 The Directorate fulfils the requirement of legal and extra-legal representative of the Association as defined by Article 26 of the Local Civic Code.
10.2 The Directorate shall comprise the individuals identified as President, Secretary General and Deputy Secretary General and whose election, duties and mandates are as set out in the Statutes.
10.3 The members of the Directorate are ex officio members of the European Board and its Executive Committee.
10.4 In the event that any member of the Directorate ceases to be a member, for whatever reason, a replacement must be agreed under the terms of these Statutes within 28 days. If this is not possible, consideration must be given to the requirements of Article 29 of the Local Civic Code.
10.5 Any change in the names of the members of the Directorate must be registered with the Tribunal d’Instance as required by Article 67 of the Local Civic Code.
Article 11: Annual Assembly
11.1 The Annual Assembly is the General Meeting of the Association and is the ultimate authority for the conduct of the business of the Association. It may be attended by all categories of Membership but with voting restrictions as set out below.
11.2 The Secretary General shall inform all Members of the date, time and place of the meeting in writing not less than 28 days in advance. This notification shall include provision of the Agenda with the business to be discussed.
11.3 The quorum for the meeting shall be more than 50% of the total votes which can be cast by all Media Members, Directorate and Individual Members combined. Only the votes of such Members present shall be counted towards a quorum.
11.4 If no quorum is attained, the Secretary General shall call a further Annual Assembly to be held within three months.
11.5 Voting shall be restricted to Media Members, Directorate and Individual Members attending the quorate meeting and shall be in line with the voting powers set out in 11.7.
11.6 Votes can be cast on behalf of Media Members only by individuals nominated by that Member and whose presence and authority to act has been indicated in advance to the Secretary General. No vote can be cast if not present. No Member’s vote can be cast on its behalf by another Member.
11.7 Each state represented in the Association by a Media Member will have a total two votes which may be cast by its Media Member, if present, or Media Members, should the state have more than one Media Member and if both or all are present.
11.8 Each Individual Member will have one vote, regardless of their state of origin.
11.9 Each member of the Directorate will have one vote.
11.10 Associate Members have no voting rights.
11.11 Decisions will be by simple majority of votes cast at the meeting, except where the Statutes require otherwise.
11.12 In the event of a tied vote, the President shall have a casting vote.
11.13 Any Member attending a quorate meeting can request that any particular vote taken at that meeting shall be by secret ballot. A decision to authorise a secret ballot shall be by simple majority in an open vote.
11.14 The proceedings of the meeting shall be recorded as Minutes by the Secretary General and distributed to all Members within 28 days. The Minutes will be presented at the next Annual Assembly as a fair and accurate record and, if so approved, signed as such by the President and Secretary General.
Article 12: Powers and Duties of the Annual Assembly
12.1 The Annual Assembly of the European Board will at its meeting:
12.1.1 Consider the Minutes of its last meeting and any previous meetings still needing such approval and accept or reject them;
12.1.2 Consider the report of the external auditors on the financial accounts and operations of the Association for the previous accounting year and accept or reject it;
12.1.3 Review the financial accounts for the previous accounting year and ratify or refuse to ratify them;
12.1.4 Review an annual report of the Secretary General on the previous accounting year and approve or reject it;
12.1.5 Consider and approve an outline budget plan for at least the following year;
12.1.6 Determine the annual subscription rates for Media Members with due regard to Article 5.2;
12.1.7 Consider and approve, when required, the appointment of the Secretary General, the Deputy Secretary General and the President and, when necessary, their removal and replacement under the terms of the Statutes;
12.1.8 Consider and approve, when required, the duties of the Deputy Secretary General;
12.1.9 Consider and approve, if so agreed, suspensions and withdrawals of membership and, when necessary, consider any complaints relating to refusal of membership;
12.1.10 Confirm the appointment of the external auditors for the coming year and approve their remuneration;
12.2 The Annual Assembly shall, in accordance with Article 27 of the Local Civic Code, have the authority to revoke at any time the powers of the Directorate without prejudice to any compensation and subject to majority of two-thirds in a vote at a quorate meeting in accordance with the voting procedure set out in Article 9 above.
Article 13: The European Board
13.1 In addition to the Annual Assembly, the European Board may convene in Ordinary Session to consider matters relating to the proper governance of the Association in accordance with these Statutes but which are not matters confined to the powers and duties of the Annual Assembly.
13.2 Notification, procedure, quorum and voting in an Ordinary Session are as for the Annual Assembly as set out in Article 11 above.
13.3 The proceedings of the meeting shall be recorded by the Secretary General and distributed to all Members within 28 days. The minutes will be presented at the next meeting of the European Board as a fair and accurate record and, if so approved, signed as such by the President and Secretary General.
13.4 The European Board will consider at its meetings any matters relating to the operations of the Association which are not reserved to its Annual Assembly.
13.5 The European Board meeting in Ordinary Session has the power to ratify the proposal of the Secretary General for a budget and associated operations for the coming year reflecting the outline budget plan determined by the Annual Assembly in 12.1. Approval of accounts and report of the previous accounting year is reserved to the power of the Annual Assembly as in Article 12 above.
13.6 The European Board meeting in Ordinary Session may consider and accept new Members and resignations of Members but any reconsideration of a refusal of membership or confirmation of suspension or withdrawal of membership is reserved to the power of the Annual Assembly as in Article 12 above.
13.7 The European Board meeting in Ordinary Session will determine the level and range of information that will be required by any applicant for membership.
13.8 The European Board meeting in Ordinary Session will elect and confirm membership of its Executive Committee.
Article 14: The Executive Committee of the European Board
14.1 The Executive Committee shall comprise:
14.1.1 The President, ex officio
14.1.2 The Secretary General, ex officio
14.1.3 The Deputy Secretary General, ex officio
14.1.4 Six further representatives of Media Members, elected according to Article 15
14.1.5 Not more than three individuals who may be co-opted by majority vote of the Executive Committee and who need not be Individual Members of the European Board.
14.2 The Executive Committee may from time to time invite other individuals to attend its meetings in an ad hoc and consultative capacity.
14.3 The Executive Committee may establish such ad hoc sub-groups, if thought beneficial to the proper management of the Association, to process its business, provided always that any proposals or recommendations of such sub-groups are made in the name of the Executive Committee and subsequently approved by it.
Article 15: Election to the Executive Committee of the European Board
15.1 Media Members will be elected to serve on the Executive Committee at an Ordinary Session of the European Board and in accordance with voting powers stated in Article 11.
15.2 Each candidate must be nominated and seconded by a Media Member. No Media Member may nominate more than one candidate nor may second more than one candidate.
15.3 Written nominations shall be presented to the Secretary General who shall inform Members of the European Board at least seven days before the meeting of the European Board at which the election will be held.
15.4 If there are more candidates than vacancies, a secret ballot will be held to eliminate the excess number of candidates. Each voting Member will be permitted to identify such candidates as they wish to serve on the Executive Committee given the available vacancies.
15.5 Elected Members of the Executive Committee will serve for three years in the first instance and with an option of one further year if agreed by majority vote of the Executive Committee and approved by majority vote of the European Board.
15.6 The Executive Committee may propose and fill any vacancy which occurs between meetings of the European Board ad interim until the next meeting of the European Board.
Article 16: Meetings of the Executive Committee of the European Board
16.1 The Executive Committee will meet at least three times a year and at such times as it agrees necessary to ensure proper fulfilment of its duties.
16.2 The quorum for a meeting of the Executive Committee shall be seven (including such Members attending under 16.3) which must include at least one of the President, Secretary General and Deputy Secretary General and at least four of the six representatives of the Media Members.
16.3 Remote attendance at a meeting of the Executive Committee by phone or video link shall contribute to a quorum, provided always that no more than two members so attend.
16.4 The Secretary General will ensure that an agenda is made available to members of the Executive Committee at least 14 calendar days before a meeting and that relevant papers are circulated at least seven calendar days before a meeting.
16.5 Decisions of the Executive Committee shall be by simple majority vote of those present in person or remotely contributing to the quorum.
16.6 In the event of tied vote, the President (or in his/her absence, the chair of the meeting) will have a casting vote.
16.7 The Secretary General will ensure that Minutes of the meetings are circulated to all members of the Committee within 28 calendar days of a meeting taking place and that such Minutes contain relevant action points.
Article 17: Powers and Duties of President, Secretary General and Deputy Secretary General
17.1 The members of the Directorate will be determined in the following way and will have the powers and duties as here established:
17.2 President
17.2.1 The President will be a representative of a Media Member and for appointment must be able to satisfy the Annual Assembly that he/she has the written support of his/her employer in their full awareness of the obligations of the office of President.
17.2.2 The President will be elected at the Annual Assembly in accordance with procedures and voting set out in Articles 11 and 12, except that where a vote is taken it will be by secret ballot.
17.2.3 In the event that there is an election with two candidates, if one candidate receives two-thirds or more of the available votes, he/she will be determined elected. If neither candidate receives two-thirds of the available votes, a second round of voting will determine the winner by simple majority.
17.2.4 In the event that there is an election in which there are more than two candidates, the candidate receiving the lowest number of votes will withdraw and a further round of voting will take place with the two candidates receiving a higher number of votes.
17.2.5 In the further round of voting, if one candidate receives two-thirds or more of the available votes, he/she will be determined elected. If neither candidate receives two-thirds of the available votes, a third round of voting will determine the winner by simple majority.
17.2.6 The President will serve for one year and can be re-elected for a further year at the following Annual Assembly subject to a maximum term of three years.
17.2.7 After the completion of a three year term, a further four years must elapse before he/she is eligible again for election.
17.2.8 In the event that there is a resignation or loss of a President during the year, the Executive Committee may approve one of its number – but not the Secretary General or Deputy Secretary General - to act as interim President until the next Annual Assembly at which a formal election must take place.
17.3 Secretary General
17.3.1 The Secretary General will be a representative of a Media Member and for appointment must be able to satisfy the Annual Assembly that he/she has the written support of his/her employer in their full awareness of the obligations of the office of Secretary General.
17.3.2 The Secretary General will be elected at the Annual Assembly in accordance with procedures and voting set out in Article 11, except that where a vote is taken it will be by secret ballot.
17.3.3 In the event that there is an election with two candidates, if one candidate receives two-thirds or more of the available votes, he/she will be determined elected. If neither candidate receives two-thirds of the available votes, a second round of voting will determine the winner by simple majority.
17.3.4 In the event that there is an election in which there are more than two candidates, the candidate receiving the lowest number of votes will withdraw and a further round of voting will take place with the two candidates receiving a higher number of votes.
17.3.5 In the further round of voting, if one candidate receives two-thirds or more of the available votes, he/she will be determined elected. If neither candidate receives two-thirds of the available votes, a third round of voting will determine the winner by simple majority.
17.3.6 The term of the appointment is for three years, renewable with the approval of the Annual Assembly.
17.3.7 Should the Secretary General wish to relinquish his/her post, he/she will give six months’ notice in writing to the Executive Committee.
17.3.8 In the event that a new Secretary General is appointed, the retiring Secretary General and his/her Media Member will use all reasonable endeavours to ensure a transition period of six months in which the new Secretary General can work alongside the retiring Secretary General.
17.3.9 The Secretary General may be relieved of office by majority vote taken in secret of a quorate meeting of the Executive Committee should that Committee consider that the Secretary General has acted in breach of the Statutes, has been guilty of misconduct or is proven incapable of fulfilling his duties satisfactorily.
17.3.10 The Deputy Secretary General will assume the duties of the Secretary General until such time as the verdict of the Executive Committee can be considered by a meeting of the Annual Assembly.
17.3.11 The Annual Assembly will consider such evidence as may be presented by the Executive Committee and the Secretary General before voting in secret ballot to confirm or revoke the decision of the Executive Committee.
17.3.12 If the decision is upheld, the Annual Assembly shall be empowered to appoint a new Secretary General with immediate effect.
17.4 Deputy Secretary General
17.4.1 The Deputy Secretary General will be nominated by France Télévisions as long as the Association is registered in France and operates under the legal code stated in Article 1.
17.4.2 The Deputy Secretary General must be able to satisfy the Annual Assembly that he/she has the written support of his/her employer in their full awareness of the obligations of the office of Deputy Secretary General.
17.4.3 France Télévisions will enter into discussion with the Directorate of the Association before any nomination and will use all reasonable endeavours to assure the nomination is acceptable to the Directorate.
17.4.4 The term of office shall be for a period of at least three years at the discretion of France Télévisions.
17.4.5 Should the Deputy Secretary General wish to relinquish his/her post or should France Télévisions wish a change, France Télévisions will give six months’ notice in writing to the Directorate.
17.4.6 In the event that the Directorate considers that the performance of the Deputy Secretary General fails the needs of the Association, France Télévisions undertakes to respond with due consideration for the proper management of the Association.
Article 18: Remuneration and Reimbursement for the Directorate
18.1 The positions of the President, Secretary General and Deputy Secretary General as members of the Directorate are without salary or remuneration from the Association other than the reimbursement of such expenses properly incurred on behalf of the Association.
18.2 Any such expenses, with appropriate evidence of expenditure, will be made available for scrutiny by the internal and external auditors.
Article 19: Financial Regulations and Approval of Accounts
19.1 The Association's financial year for accounting purposes shall be the calendar year.
19.2 The Secretary General will take responsibility for the financial activity of the Association in accordance with these Statutes and the procedures laid down in detail in any rules of operation or Code of Practice of the Association and appended to these Statutes.
19.3 The Secretary General will ensure that appropriate budgets for activities of the Association are drawn up with due diligence, presented to the European Board for its approval, monitored and controlled with appropriate expertise.
19.4 The Secretary General will ensure that appropriate controls are in place to manage and mitigate risks in all financial transactions in the name of the Association or in use of the assets of the Association.
19.5 The accounts of the Association shall be drawn up according to the best practice of international accounting standards.
19.6 The end-of-year accounts will be audited by professional accountants independent of the Association who will provide a written report to the Executive Committee on the veracity and quality of the accounts. This report will be presented to the Annual Assembly.
19.7 The auditors of the end-of-year accounts will be appointed or confirmed for the coming year by the Annual Assembly, which will also approve their remuneration.
Article 20: Internal Rules of Operation, Code of Practice and Working Practices
20.1 The Association, as a representative of the public service regional audiovisual media organisations in Europe, shall draw up, monitor, enforce and adapt as necessary a range of internal rules of operation and a Code of Practice, to ensure the maintenance of high standards of corporate activity and corporate governance.
20.2 Such operational documents will be available as Appendices to the Statutes and may be amended as necessary by a simple majority of the Annual Assembly.
20.3 In the event of any discrepancy between the Statutes and such documents, the Statutes shall be considered superior and legally binding.
Article 21: Changes to the Statutes
21.1 Any modification of these Statutes can be agreed only at an extraordinary meeting of the Annual Assembly at which the quorum is required to be at least two-thirds of participants identified in the Statutes instead of half as at an ordinary Annual Assembly.
21.2 Any proposed amendment to the Statutes must be made available in written form to all Members at least 28 days before the meeting at which the proposal is to be considered.
21.3 Any change to the Statutes will require at least two-thirds of the total votes which can be cast by Members.
21.4 All approved changes must be noted in the Statutes, signed by the President and the Secretary General, and delivered to the relevant legal authority within three months of the decision
Article 22: Dissolving the Association
22.1 The dissolution of the Association can be agreed only at an extraordinary meeting of the Annual Assembly at which the quorum is required to be at least two-thirds of the participants identified in the Statutes instead of half as at an ordinary Annual Assembly.
22.2 Any proposal to dissolve the Association must be made available in written form to all Members at least 28 days before the meeting at which the proposal is to be considered.
22.3 Any dissolution will require at least two-thirds of the total votes which can be cast by Members.
22.4 In the event of a vote for dissolution, the meeting will appoint the Directorate or such Members or non-Members of the Association as it believes competent to liquidate the Association, complete its business and, where necessary, distribute its assets, if any, in accordance with the Law.
22.5 If the meeting to consider dissolution is not quorate and the Association is unable to fulfil its obligations under these Statutes or the Law, it will be for the Secretary General or, in his or her absence or failure, the Deputy Secretary General to complete the dissolution process and report to the relevant legal authority within 28 days so that the Association can be de-registered in accordance with the Local Civic Code.
22.6 As the Local Civic Code may permit, by decision of the European Board under 21.3 above or by an appointed liquidator the goods, rights and obligations, assets and liabilities alike, of the dissolved Association may be distributed to other not-for-profit organisations with the same objectives.
Article 23: Adoption of the Statutes
23.1 The Statutes were first created on 14th April 1984 in Liège, Belgium.
23.2 Amendments were made to those Statutes on Friday, 24th November 1995 at a meeting of the European Board in Strasbourg, France.
23.3 Further amendments to these Statutes were adopted on Saturday, 26th November 2005 at a meeting of the European Board in Kolding, Denmark.
23.4 Further amendments to these Statutes were adopted on Thursday 21st May 2015 at a meeting of the European Board in Dundalk, Ireland.