Statutes

INTERNATIONAL FEDERATION OF EXHIBITION AND EVENT SERVICES Abbreviated “IFES”

A. General

Article 1. Name

The international non-profit association has the name “International Federation of Exhibition and Event Services ASBL” abbreviated as “IFES”. IFES is governed by the stipulations of Section III of the Belgian Law of 27 June 1921 concerning non-profit associations, international non-profit associations and foundations, as modified by the Law concerning non -profit associations, international non-profit associations and foundations (articles 46 – 58). Each language has the same value. To make daily life and work more efficient the officially used language to communicate in IFES is English.

Article 2. Registered Office

The Association’s registered office is Letterbeekstraat 18B bus 7, 1755 Gooik, Belgium. It is registered at the Court in Brussels under the No.:0436.939.993.

This address may be changed to any other location in Belgium following a decision of the Board, to be published in the Annexes to the Belgian Official Journal and to be communicated to the Federal Public Service of Justice during the month in which the decision is taken.

Article 3. Year

The IFES fiscal year is the calendar year starting on 1st January and terminating on 31st December.

Article 4. Mission

IFES is an international federation of companies and associations that are active in the field of exhibition, experience and live marketing as well as the Meetings, Incentive, Congress and Event (MICE) Industry. (From now on named as “the Industry”). IFES represents and promotes the economic, professional and social interests of its members and their profession.

It has non-profit purpose.

The mission of IFES is:

4.1  to collect, prepare and disseminate information of a scientific nature for the industry of exhibition, experience and live marketing;
4.2  to perform studies in areas which are relevant to the Industry;
4.3  to participate in the development of codes, norms and standards, notably with regard to safety;
4.4  to organize international conferences, seminars and events;
4.5  to represent its members and to collaborate with all international institutions and associations;
4.6  to communicate on behalf and to promote the Industry;
4.7  to provide a platform for exhibition, experience and live marketing companies to share knowledge, cooperate globally and generate new business opportunities;
4.8  to provide a clear value add for association members as an extension of their own services as well as to individual IFES members;
4.9. to provide emerging markets with a structure in which to develop and establish new associations, thereby enhancing the knowledge flow into the IFES Network.

B. Membership

Article 5. Member Types

5.1 Full members

Full membership of IFES can apply to:

5.1.1 associations which represent the industry of exhibition, experience and live marketing as well as the MICE Industry;
5.1.2 individual corporate companies which operate, manufacture and offer products and services in the field of exhibition, experience and live marketing as well as the MICE Industry; and
5.1.3 all supplier and consultants which offer and deliver services to the exhibition, experience, live marketing and MICE industry.

These Associations and Companies must

  • demonstrate professional services and fair dealing,
  • have company structures, appropriate personnel and economic conditions to run their business and
  • have worked at least 2 years in the industry. Exceptions can be taken by the Board.
  • Approve and abide the IFES Code of Conduct.

5.2 Supporting Members

Supporting members are members who are interested in contacts and information IFES provides, who want to support the objectives of IFES and want to participate in associative life. Supporting members can be associations, companies or individuals.

5.3 Honorary Members

Honorary members are individuals who have rendered outstanding services to exhibition, experience, live marketing and MICE industry and / or IFES and are appointed by the Board as honorary members.

Article 6. Rights and Obligations of Members

6.1 Voting, Election Law

6.1.1 Full members
Each full member whom has fully paid its dues, membership fees and levies and is not in breach of this IFES Statute or the IFES Code of Conduct and has followed all and every decision of the General Assembly, the Board and the Past Presidents Council, shall have one voting right per resolution.

6.1.2 Supporting members
Supporting members have no voice or vote, but all other rights as set out in this Article 6.

6.1.3 Honorary members
Honorary members have no voting rights, but all other rights as set out in this Article 6.

6.1.4 Voting rights
Voting rights can be transferred to legal representatives by proxy or power of attorney. To exercise voting rights, legal representatives’ power of attorney or proxy must be established through a written document of this respective member.

6.2 Full Membership rights 6.2.1 Each full member shall have the right to receive notices of all meetings and attend to and participate in all meetings of IFES.

6.2.2 In addition thereto all full members shall have the membership rights detailed below in 6.3.

6.3 Membership rights

6.3.1 Queries IFES Members can submit queries to an adequate extend.

6.3.2 IFES Logo Each ordinary member can use the IFES Logo in its current established version. This Logo can only be used in compliance with the relevant IFES design rules. From the date of suspension and as of the effective date of termination of membership the IFES Logo is not allowed to be used any longer. A grace period will not be granted.

6.3.3 IFES facilities All IFES members can use IFES facilities to a reasonable and adequate extent. In special cases, the reimbursement of the IFES resulting costs may be required before the service is provided completely or partially.

6.3.4 Membership Queries Any member may submit written and reasoned queries to the management office and / or Board. Queries have to be answered within a period of 6 weeks.

6.3.5 Past Presidents Council For professional or commercial disputes between IFES members they can appeal to the Past Presidents Council of IFES.

6.4 Obligations of Members Members are obliged to promote the objectives of IFES. They should actively participate in the association life.

They are particularly committed to:

6.4.1 follow the Statutes of IFES, the IFES Code of Conduct, the Rules of Procedure, the decisions of the General Assembly, the Board and the Past Presidents Council,

6.4.2 communicate any change in their operating activities of a member, the ownership and management that change the conditions of membership permanently,

6.4.3 pay membership fees and contributions in accordance with the rules of these Articles and the decision of IFES’s responsible decision bodies,

6.4.4 provide the information requested by IFES’s responsible bodies for purposes of IFES,

6.4.5 All members are obliged to keep confidential any information that they receive in the course of their membership. This obligation shall survive the end of a membership.

Article 7. Submission of Application, Resignation, Exclusion

7.1 Submission of application
Applications for membership must be filed online or in writing with the Management Office.

All application must cover full details of IFES required information. Any valid application requires prior approval of IFES’ Code of Conduct, payment of application fee and requires at least one written recommendation letter.

7.2 Decision
The approval / rejection of applications for membership is at the full and absolute discretion of the Board.

The application for admission may be tabled again at the earliest after 1 year.

7.3 Commencement of membership and maturity of fees
Membership begins on written acceptance of the application by the Board.

The term for membership is one calendar year initially and is renewed annually automatically unless article 7.4 is applicable. All membership fees are payable for the full calendar year, irrespective of the point in time when a membership begins or ends. The Board may, at is discretion, grant pro rate temporis fees in exceptional circumstances.

7.4 Cancellation by Members Members may cancel their membership by written notice to the Management Office for the calendar year, provided the Management Office has received such notice 3-months prior to the end of the respective calendar year and the notice must be in writing.

7.5 Exclusion of members

7.5.1 The Board may decide to revoke or exclude a member. The Board is required to provide details of the revocation or exclusion by the next General Assembly latest.

7.5.2 A member shall have no membership rights if a member is requested by two members of the Board or one member of the Board together with the Executive Director to pay outstanding fees or levies and if since the invitation more than 3 months have elapsed fruitlessly. The cancellation is required to be communicated to the member in writing. The deletion will be ineffective if within one week after receipt of the cancellation message, the residual amount is received in full and in cleared funds.

7.5.3 A member shall have no membership rights if an IFES member ignores the IFES Code of Conduct or acts in bad faith.

7.5.4 In the event of a loss of membership rights, the excluded member has a right to appeal the decision in writing to the IFES Past Presidents Council. Such appeal is required to be lodged within 10 days of the member being notified of its loss of membership rights.

7.6 Insolvency Membership terminates automatically if the member is sequestrated, whether provisional order or final order is granted or business rescue order.

7.7 Implications

7.7.1 Members who cease to be a member lose all membership rights and lose all rights acquired and shall have no claims whatsoever against IFES.

7.7.2 Members who have resigned may again become members with no sanctions by re-applying and by paying outstanding fees.

Article 8. Contributions, admission fees, levies

8.1 Fees and contributions
IFES membership fees and levies will be recommended by the Board and determined by the General Assembly. Any material changes in terms of finance requires the approval of 2/3rd of members present or represented at the General or Extraordinary Assembly.

8.2 Amount of IFES membership fee

8.2.1 Full members – The amount of the membership fee for full members depends on: – Form of organization (Company or association) – For companies: the membership in an association being member of IFES – First or secondary membership – Associations providing more than 25 members to IFES can negotiate fee reductions with the Board.

8.2.2 Supporting members The amount of membership fees for Supporting members depends on the Form of organization. The amount is defined in the composition of fees.

8.2.3 Honorary members Honorary members do not pay any fees or dues.

8.2.4 Early payments might be discounted by up to 5%.

8.3 Admission fee Admission fee occurs for full members excepting subsidiaries of existing members (second membership) and members of associations being IFES member.

8.4 Project levies

8.4.1 The General Assembly or an IFES Committee shall, from time to time, determine levies to be paid by the Members for the purpose of meeting all the expenses which IFES has incurred, or which the General Assembly reasonably anticipates IFES will incur in the furtherance of its objects. These levies shall be binding on the members upon the approval thereof by a simple majority of attending members of the General Assembly.

8.4.2 The apportionment and the relevant group of members has to be defined by a concept submitted to the membership with the invitation to the General Assembly. It is due once, for a certain period of time or an indefinite period. It can be raised first time in the following fiscal year after the decision has been taken by the AGM. The apportionment has to be paid by the defined group of members the General Assembly has decided on and as determined by the General Assembly.

8.4.3 The Members shall be liable to pay any levies determined in terms of Article 8.4.1 above or 8.5.1 below from time to time.

8.4.4 The General Assembly shall, prior to the end of each financial year, prepare an itemised estimate of the anticipated income and expenditure (which may include a reasonable provision for contingencies) of IFES during the ensuing financial year, estimate the amount required to be levied upon the Members during such financial year to meet such anticipated income and expenditure, and impose a levy upon the Members in such estimated amount.

8.4.5 The General Assembly shall, as soon as possible after the imposition of the levy in terms of Article 8.4.4, advise each Member in writing of the amount payable by that Member. Such amount shall be payable within 30 days of the commencement of the financial year in respect of which the levy is imposed.

8.4.6 Interest shall be payable on arrear levies at such rate as may be determined by the General Assembly from time to time.

8.4.7 Any amount due by a Member by way of a levy or interest thereon shall be a debt due by the Member to IFES.

8.4.8 The obligation of a Member to pay levies shall cease upon his ceasing to be a Member, without prejudice to IFES’s right to recover arrear levies and interest thereon.

8.4.9 No levies or interest paid by a Member shall under any circumstances be repayable by IFES on that Member ceasing to be a Member.

8.4.10 No Member shall be entitled to any of the privileges of membership of IFES unless and until that Member has paid all levies and interest thereon, and any other sum, if any, which may be due and payable by that Member to IFES, from whatsoever cause arising.

8.5 Special levies The General Assembly may from time to time propose, in addition to the annual levies, that the Members make a special contribution in respect of anticipated expenses of IFES which have not been included in the estimate of expenditure used by the General Assembly to determine the annual levies envisaged in Article 8.4 provided that:

8.5.1 no special levy shall be imposed on the Members without the prior approval of 75% majority of attending or represented members of the General Assembly;

8.5.2 any amount raised by way of a special levy shall be applied solely for the specific purpose for which the General Assembly has advised the Members and the Members have approved in terms of Article 8.4.1;

8.5.3 any surplus remaining after the special purpose has been achieved shall be maintained by the Board as a separate reserve for any future special purposes which it may be necessary for IFES to undertake in the future;

8.5.4 the Board shall prepare a report to be included in the Annual Financial Statements of IFES setting out details and progress of the special purpose in respect of which the special levies were raised;

8.5.5 the remaining provisions of Article 8.4 shall apply mutatis mutandis to all special levies imposed on the Members.

C. IFES Bodies

Article 9. IFES Bodies and Rules of Procedure

9.1 IFES consists of the following bodies

  • General Assembly of Members
  • Board
  • Advisory Council
  • Management
  • Past Presidents Council

9.2 Rules of Procedure As structure for daily administration matters IFES has adopted Rules of Procedure. These Rules of Procedure are edited by the Board and become valid with their publication. The Rules of Procedure administer:

  • IFES Board
  • IFES Committees
  • IFES Advisory Council
  • IFES Fees (membership fees are liable to the AGM approval)
  • IFES AGM
  • Internal Review of IFES
  • Deadlines
  • Use of Logo

They are published on the IFES Website.

Article 10. General Assembly

10.1 Tasks The General Assembly decides on all basic matters IFES and IFES’ life matters. The General Assembly also decide on

10.1.1    the budget for the next fiscal year, 10.1.2    the annual membership fee, levies, 10.1.3    the election and discharge of Board members, 10.1.4    the discharge of the management office 10.1.5    the treasurer’s financial statements, 10.1.6    change of statutes, and 10.1.7    the dissolution and liquidation of IFES

10.2 General Assembly meeting

10.2.1 Annual General Meeting A General Meeting is required to be is convened at least once annually. The convening procedure is governed by the Rules of Procedure. Members may submit topics for the General Assembly three month prior to the General Assembly meeting. The Management Office will circulate a final Agenda one month before the General Assembly. Should a member intend to have an agenda item changed or placed, the respective submission has to be filed with the Management office two weeks before the assembly at the latest.

Any amendments to this IFES Statute and the dissolution of IFES shall only be valid and effective if it is approved by 2/3rd of all members present or represented.

10.2.2 Extraordinary General Assembly meetings A meeting must be convened if the interests of IFES so requires or if at least 2 members of the Board or 1/3 of all the members demand a meeting.

The demand for the meeting is required to be in writing and filed with the Management Office at least 6 weeks before the meeting is to begin.

10.2.3 Members of IFES are personally invited in writing, either by regular post, fax or electronic mail, by the Management Office, at least one month before the date of the meeting. The invitation must provide precise information as to the agenda, the date, time and venue of the meeting.

Article 11. Board / Advisory Council

11.1 The Board consists of:

  • The President
  • The Vice President Membership
  • Vice President Finance (Treasurer)
  • Past President
  • Vice President Strategy

11.2 Advisory Council The Advisory Council consists of up to 10 members.  11.3 Board / Advisory Council members As Board / Advisory Council members can be selected:

  • IFES owners and / or directors.
  • Executives of the members with their written consent. Board / Advisory Council members are volunteers.

11.4 Duties The Board manages IFES according to the Statutes, the Rules of Procedure and within the meaning of the decisions taken by the General Assembly. The Board has the following main tasks:

  • Preparation of the General Assembly and preparing the agenda,
  • Implementation of the resolutions of the General Assembly,
  • Establishment of a budget for each fiscal year,
  • Producing the annual report and the annual financial statements,
  • Ordering and guidance of the Executive Director,
  • The conclusion, amendment and termination of the employment contract of the Executive Director,
  • Appointment of Committees, and
  • Changes and additions to the Rules of Procedure,
  • Inclusion, withdrawal and exclusion of members.

The Advisory Council has the following main tasks:

  • Αdvising the Board and Management
  • Representing Committee ideas and advising the Board in its realization

11.5 Term

11.5.1 Term of Board members All Board / Advisory Council members are elected for a term of two years. All Board / Advisory Council members can be re-elected.

The President can be re-elected once for two years.

The term of each Board member / Advisory Council member starts at January 1st of the year following his election.

11.5.2 Resignation of Board members Each member remains in office until the new Board member is appointed properly. If a Board member leaves prematurely, the Board may supplement itself. The supplement is only valid until the end of the next General Assembly.

11.5.3 Resignation of Advisory Council members Each member remains in office until the new Advisory Council member is appointed properly.

If an Advisory council member leaves prematurely, the Board may supplement the Advisory Council. The supplement is only valid until the end of the next General Assembly.

11.6 Decisions All Board decisions shall require a simple majority vote. 11.7 Legitimate About all confidential matters the board members are obliged to silence, even after leaving the Board.

Article 12. Dissolution/Liquidation

If upon the winding up, deregistration, liquidation or dissolution of IFES, there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, such property shall be paid to FAMAB STIFTUNG registered under No.3416 / 1025 / 2 at Senatsverwaltung für Justiz und Verbraucherschutz in Berlin.

12.1 The General Assembly shall in its full and absolute discretion appoint the liquidators or judicial manager as the case may be.

12.2 For the purpose of carrying the dissolution, liquidation or winding up process of IFES to its final termination, and notwithstanding anything to the contrary in this Statute, the persons then constituting the Board and General Assembly shall remain in office until the earlier of such final termination, on the one hand, or on the other their deaths or other disqualification in terms of this Statute. If vacancies occur, resulting in there being less Directors or Members in the General Assembly than are needed to establish a quorum, then the remaining Directors and Members in the General Assembly will form a quorum.

Article 13. Management

13.1 Tasks
The Board directs the office of IFES which manages the current business of the association. The management shall conduct business in accordance with the law, this Statutes, the Rules of Procedure, the engagement letter and the decisions of the General Assembly. It has to follow the directives issued by Board and instructions / guidelines which may have been adopted for general business policy.
13.2 Appeal of the manager The Executive Director/Management office is appointed by the Board with a salary or fee.

D. Past Presidents Council and Special Committees

Article 14. Past Presidents Council

14.1 Order
If necessary, the Board appoints at least three Past Presidents as Past Presidents Council. All members of the Past Presidents Council have to be member of IFES.

14.2 Tasks
The Past Presidents Council decides on request of a party over disagreements between members concerning the interpretation or application of provisions of this Statute or of measures the association bodies that may be affected due to this Statute.

14.3 Procedure
The Past Presidents Council may be appointed by the Board with the determination of whether a Member of the tasks of IFES according to § 4 or the assumed obligations according to § 7 is grossly contrary or does an act, which is likely to damage the reputation of IFES.

Members may among themselves to call the Past Presidents Council as a conciliation body of their professional activities continue in disputes.

Before issuing a conciliation proposal the Past Presidents Council has to hear the parties. Incidentally, it determines its own procedure.

Article 15. Committees

Permanent or temporary Committees can be established by the Board. In case a permanent committee is not active it can be maintained dormant. Committee chairs may become Board members after election by the General assembly.
The operating principles of all committees are defined and published in the IFES Rules of Procedures.

Article 16. General Stipulations

All matters not covered in these statutes, particularly publications to appear in the Appendices to the Belgian Official Journal, are settled in accordance with the stipulations of Section III of the Belgian Law of 27 June 1921 concerning not-for-profit associations, international not-for-profit associations and foundations.

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