EUROPEAN BOXING COUNCIL
A non-profit organisation
CHAPTER I – GENERAL CLAUSES
CLAUSE I: Name – Use of languages
Article 1. Name and use of languages
The association is called the “European Boxing Council”, abbreviated to the “E.B.C.”. It shall be referred to in these statutes as the “E.B.C.”.
Any document issued by the Association thus formed must state the above name along with the address of the registered office.
The Association shall only use the English language for all acts of administration.
Only the English text of the statutes are the original version, which shall be used as a reference in the event of interpretation problems. The others are merely translations.
CLAUSE II: Registered Office – Objects – Duration – Financial Year
Article 2. Registered Office
2-1. Its registered office is situated at:
European Boxing Council
2-2. It may be transferred to any other place in the urban area of the United Kingdom by the decision of the General Meeting.
2-3. In order to realise its objects described in article
2-4. The Board of Directors may decide to open operating offices in other European countries.
Article 3. Objects
The objects of the Association are:
3-1. To actively develop and promote professional boxing throughout Europe.
3-2. To actively develop standardised Professional Boxing Health & Safety Practices throughout Europe, both Boxer’s Medical standards and Ringside Medical Operations.
3-3. To control the different E.B.C. European and International Championships and to award the accolade of Champion.
The activities of the Association to accomplish these objects are given in the internal rules.
The objectives of the E.B.C. are solely and directly not for profit.
The funds of the E.B.C. may only be used to realise the objects given in these statutes. No member or third party may benefit from these funds through costs that are not necessary to the realisation of the objects of the E.B.C.
Article 4. Duration
The Association is incorporated for a period of indefinite duration and may be dissolved at any time in accordance with the procedure stipulated in these statutes.
Article 5. Financial year
The financial year shall commence on 1 January, ending on 31 December of the same year.
The first financial year shall commence on the date of deposition of the statutes and shall end on 31 December 2017.
CHAPTER II – MEMBERS OF THE ASSOCIATION
CLAUSE III: Members
Article 6. Categories of members
The association is open to natural and juristic persons of all nationalities. It is made up of full members and associate members.
The members shall adhere to the statutes of the Association and undertake to promote and realise its objectives.
6-1. Full members
6-1-1. All European national boxing organisations or commissions are full members of the Association.
The full members shall perform their duties through representatives that they freely designate according to a procedure established by each European national organisation or commission.
In the event of a change of representative, the European national or regional organisation or commission shall inform the Chairman of this. In such a case the European national organisation or commission shall not lose its capacity of full member.
6-1-2. Each country may be represented by any legally recognised national or regional organisation or commission.
Each European national or regional organisation or commission is entitled to a representative.
6-1-3. Except for the full member elected as the Chairman, every full member shall lose his capacity of full member of the Association if he is no longer appointed as a representative by its commission or organisation.
The commission or organisation concerned shall consequently appoint a new representative who shall end the appointment of his predecessor.
6-1-4. The acceptance or refusal to admit a full member shall be the exclusive domain of the general meeting.
6-1-5. The founders are full members from the start of the creation of the E.B.C. The other applications must be sent to the Secretary General.
6-1-6. The full members do not contract any personal or financial obligation relating to the obligations of the Association. Their responsibility is limited to the execution of their appointment.
6-1-7. The Association shall keep a register of full members
6-2. Associate members
6-2-1 The Board of Directors may temporarily allocate the title of associate member to the European national boxing organisations or commissions while waiting for them to prove that they are a credible and recognised commission that represents their country.
6-2-2. World and Regional Championship Organisations shall also be able to apply to be Associate members
6-2-3. Associate members shall also be the natural or juristic persons, admitted in this capacity by the General Assembly, who wish to assist the Association and who undertake to respect its statutes and the decisions taken in accordance with them.
6-2-4. They shall be entitled to participate in the various activities organised by the Association, and to use its services in return for fair payment, but shall not have all the rights granted to the full members.
6-2-5. They shall be entitled to be heard by the Board of Directors with its prior consent. They shall be entitled to attend the general meetings, although may not participate in the discussions and votes. They may not assert rights on the assets of the Association.
6-2-6. Their number shall be without limit.
6-2-7. The applications must be sent to the Secretary General.
6-3. Individual members
6-3-1. Any person who is unable to claim the capacity of full member or associate member shall be an individual member.
6-3-2. They shall be entitled to be heard by the Board of Directors with its prior consent. They shall be entitled to attend the general meetings, although may not participate in the discussions and votes. They may not assert rights over the assets of the Association.
6-3-3. The applications for membership must be sent to the Secretary General.
6-4. Honorary members
6-4-1. This title is granted by the Board of Directors.
6-4-2. They shall be entitled to be heard by the Board of Directors with its prior consent. They shall be entitled to attend the general meetings, although may not participate in the discussions and votes. They may not assert rights over the assets of the Association.
6-4-3. The applications must be sent to the General Secretary.
Article 7. Resignation – Expulsion – Suspension
7-1. The members undertake to respect the statutes and regulations of the Association and are free to withdraw from the Association at any time by sending their resignation to the Board of Directors in writing.
7-2. A European national boxing organisation or commission who no longer satisfies the conditions given in the statutes shall automatically lose its capacity of member.
7-3. A member shall be assumed to have resigned if he does not meet his financial obligations towards the Association within a month of a reminder sent to him by post.
7-4. The expulsion of a full member may only be pronounced by the General Meeting deciding by a two-thirds majority of the votes of the members present.
7-5. The Board of Directors may suspend a member who is guilty of serious violations of the statutes and laws until the decision of the General Meeting.
7-6. The resigning, suspended or expelled members, as well as the heirs or legal successors of a deceased member, shall have no rights over the assets of the Association.
They shall continue to owe the subscriptions.
They may not claim or demand a statement or presentation of the accounts, nor the placement of seals or inventories.
They must return to the association all of its property that is in their possession within 15 days of their resignation, suspension or expulsion.
CLAUSE IV: Subscriptions
Article 8. Subscriptions
The members shall pay an annual subscription of a maximum of €3,000.00 set by the Annual General Meeting on the proposal of the Board of Directors. The amount of the subscriptions in relation to the category that they belong to is given in the internal rules.
CHAPTER III – GOVERNING BODIES
CLAUSE V: General Meeting
Article 9. Composition
9-1. The Annual or Extraordinary General Meeting shall consist of
1. The full members, who shall have a voting right.
2.The associate, individual and honorary members without voting rights.
3.Observers invited by the Chairman.
9-2. It shall be chaired by the Chairman, or in the event of his absence, by a Deputy Chairman designated by the Board of Directors, assisted by the Secretary General without a voting right.
Article 10. Powers
The General Meeting is the supreme body of the association. It shall determine the general policy of the association. It shall have the powers expressly granted to it by the law or these statutes. In particular, its powers shall include:
- The amendment of the statutes.
- The appointment of the Chairman/Director.
- The appointment and dismissal of the members, Directors.
- The appointment and dismissal of the auditors and setting their fees in the event of a fee being allocated.
- The discharge to be granted so the Directors and auditors.
- The approval of the budgets and accounts
- The expulsion of a member.
- The dissolution of the Association
- The approval of the internal rules.
- The approval of the questions
- On the proposal of the Board of Directors, the amount and method of payment to people who provide services in the framework of the activities of the Association.
- The conversion of the Association into a company with a social purpose.
- All cases where the statutes require it, the agenda shall be set by the Chairman.
Article 11. Voting rights and number of votes
11-1. The Chairman is entitled to a single vote.
11-2. Each full member is entitled to a single vote.
11-3. In the event of the non-availability of the representative of a European national or regional organisation or commission, this last-mentioned may designate a substitute representative with voting rights. The substitute representative may only hold one authorisation for a specific General Meeting.
Article 12. Deliberations – Publication
12-1. Except in the event of a departure provided by the statutes, the decisions shall be taken by an ordinary majority of the votes validly cast by the members present.
12-2. By ordinary majority is meant half of the valid votes plus one.
The following ballot papers shall be declared invalid:
Illegible ballot papers
Ballot papers that do not clearly designate the name of the candidate(s).
The invalidity of a ballot paper shall be established by three moderators, appointed by the Meeting from among the members present. A full member may not be a moderator.
12-3. For the expulsion of a member, the dismissal of a Director or the Chairman, the decisions shall be taken by a two-thirds majority of the members present.
12-4. The method for deliberating for amendments to the statutes is given in article 29.
12-5. If the required two thirds of members with voting rights are not present at the first Meeting, a second Meeting shall be convened, which may deliberate irrespective of the number present. This second Meeting may not be held less than fifteen days after the first Meeting. The place and date shall be specified by the Chairman.
12-6. The person chairing the General Meeting shall determine the voting procedures to be adopted after consultation with the Meeting. However, if at least one of the members present demands a secret ballot, it must be adopted. The vote on decisions concerning people shall always be secret.
12-7. A register shall be kept in which all the decisions and results of the votes of the meeting are recorded. The register shall be kept at the registered office of the Association, and may be consulted by the members.
12-8. At the end of each Meeting, the register shall be signed by the Chairman and a Director and kept at the registered office of the Association. A copy shall be sent to the full members.
12-9. In the absence of a stipulation to the contrary, the decisions of the Meeting shall come into immediate effect.
Article 13. Frequency – Notice of Meeting – Questions
13-1. The Annual General Meeting shall be held between 1 April and 28 June in a place approved by the Annual General Meeting of the previous year. The date shall be set by the Chairman.
13-2. Each full member shall be invited by the Secretary General at least 28 days in advance, and at least 60 days for amendments to the statutes. This period shall commence on the day following the date of sending the notice of meeting. The notice of meeting shall be considered to have been received by a member if it has been sent to the most recent address given by this member to the E.B.C. The notice of meeting shall indicate the proposed agenda.
13-3. The questions must reach the secretariat of the Association at least 60 days before the General Meeting. Each question must be introduced by at least one third of full members. Items not contained on the agenda shall not be discussed, except with the consent of the ordinary majority of the full members present. In such a case, the new items on the agenda shall be recorded at the start of the session by the Chairman after the approval of the General Meeting.
Article 14. Extraordinary General Meeting
An Extraordinary General Meeting may be convened by the Board of Directors at any time and must be so if five directors or one fifth of the full members so request. It shall be held within two months. The place and date shall be stipulated by the Chairman. The notices of meeting specifying the purpose of the request shall be given as stated in point 13-2.
CLAUSE VI: Board of Directors
Article 15. Composition
The Association shall be managed by a Board of Directors consisting of a maximum of eleven full members. However, the number of directors shall always be less than the number of full members of the General Meeting.
15-1. The Board of Directors shall consist of :
The Chairman of the Association, Director with voting right
The Directors with voting rights
The Secretary General who shall be delegated with the day-to-day management of the Association, without voting rights.
15-2. The Directors may not receive any remuneration for the positions they are appointed to.
Article 16. Appointment of Directors
16-1 The directors shall be appointed from among the full members by a secret ballot by the General Meeting. Their representatives should stay independent and not at the same time be representatives of another European Boxing Organisation, a boxing manager, a boxing promoter or EBC referee or judge.
16-2. The call for applications shall be made by the Secretary General.
16-3. The candidates who obtain the most votes shall be elected Directors.
16-4. In the event of a tie, a second ballot shall be held between the joint first candidates. If after the second ballot, none of the candidates obtain a majority, the selected candidate shall be the European national organisation or commission who has been a member for the most uninterrupted years of membership of the Association.
16-5. They shall be appointed for a period of four years, and may be dismissed at any time by the General Meeting. Directors standing down may be re-elected. For as long as the General Meeting has not renewed the Board of Directors at the end of the appointments of the directors, they shall remain in office while awaiting the decision of the General Meeting.
16-6. Their appointments shall only lapse through death, resignation or dismissal. In such a case, the Director or his legal successors shall be bound to return the property of the Limited Company in their possession within a period of 15 days, starting from the date of ceasing office.
The resignation of a director shall be tendered by a registered letter to the board of directors. It shall send an acknowledgement of receipt to the author of the resignation and perform the publicity formalities required within one calendar month.
16-7 On the request of five Directors or one fifth of the full members, the dismissal of a Director may be proposed to the General Meeting and must be pronounced by a two-thirds majority of the votes validly cast.
16-8. The Directors shall perform their duties through a representative that they freely appoint according to a procedure established by each European national organisation or commission.
In the event of a change of representative, the European national organisation or commission shall inform the Chairman of this. In such a case the European national organisation or commission shall not lose its capacity of Director.
Article 17. Administrative duties
17-1 The Secretary General and the General Treasurer shall be appointed by the Board of Directors on the proposal of the Chairman or another member of the Board for a period of indefinite duration and shall be delegated with the day- to-day management of the Association. They shall perform their duties in the name of the Board of Directors.
17-2. The Secretary General may also take on the role of General Treasurer.
17-3. In the event of negligence or serious misconduct in the performance of his or her duties, his or her position may be ended.
17-4. The Board of Directors may also create other administrative positions.
Article 18. Powers
18-1. The main role of the Board of Directors is to ensure the execution and application of the decisions taken by the Meeting.
18-2. The Board of Directors shall have the most extensive powers to administer and manage the association. Only the acts reserved for the general Meeting by the law or the statutes are excluded from its powers.
18-3. On the proposal of the Chairman, it shall set up all committees that are required for the smooth functioning of the Association. It shall set the composition, powers and objectives of them.
In particular, a Disputes Settlement Committee must be formed in order to settle all disputes between members of the Association, or any other member of European national and regional organisations or commissions, and shall hear all objections relating to the decisions taken by any governing body of the Association.
18-4. The Board of Directors shall draw up and issue all necessary regulations.
Article 19. Meeting of the Board of Directors
19-1. The Board of Directors shall meet twice per year on the invitation of the Chairman, at the Place, Date and Time designated by this last-mentioned.
The members of the Board of Directors may decide by a majority of 2/3 in each case to renounce of the second annual meeting.
19-2. The Board of Directors shall also meet on the invitation of the Chairman whenever the interests of the Association so require.
19-3. The Chairman may request an emergency vote by fax, post or electronic mail to the members of the Board of Directors if he believes it necessary but in this case the decisions shall also be taken by an ordinary majority vote.
19-4. If five directors so request, an extraordinary meeting of the Board of Directors must be convened by the Chairman within 28 days. The notices of meeting must state the purpose of the request.
Article 20. Deliberations and publications
20-1. All decisions of the Board of Directors shall be taken by an ordinary majority of the votes validly cast and in the presence of the majority of Directors in office, with the exception of the decision to renounce of the second annual meeting of the Board of Directors (Art. 19-1) for which a 2/3 majority is necessary. 20-2. In the event of a tie, the vote of the Chairman shall be decisive. For each proposal there shall be a separate oral vote unless it involves people, in which case the ballot shall be secret.
20-3. The decisions of the Board of Directors may be taken by a vote by post, conference telephone, e-mail or other virtual no means using new information technologies.
20-4. The decisions of the Board of Directors shall be recorded in a register provided for this purpose. This register shall be kept at the registered office where all members may examine it.
Article 21. Vacant seats on the Board of Directors
In the event of a Director being unavailable because of his resignation or dismissal, the General Meeting, a new Director shall be elected at the next General Meeting in accordance with the Statutes. The new Director shall complete the appointment of the one he is replacing.
Article 22. Liability of the Directors
The Directors do not contract any personal obligations because of their appointments, and are only responsible for the performance of their appointment.
Their appointments shall be unpaid. This non-payment shall not constitute an obstacle to the reimbursement of costs incurred in their duties or the payment for services rendered to the Association in another capacity. The liability of the Association is limited to its net assets.
Article 23. Deposition of Administrative Documents
The documents relating to the appointment or departure of Directors and persons authorised to represent the Association shall be deposited at The Registrar of Companies for England and Wales at Companies House, Cardiff.
CLAUSE VII : Chairman and Deputy Chairmen
Article 24. Election of the Chairman and Deputy Chairmen
24-1. The Chairman shall be elected by secret ballot by the General Meeting from among the representatives of full members for a term of four years. The candidate having obtained the most votes shall be elected. In the event of a tie, a second ballot between the joint first candidates shall be held. If after the second ballot, none of the joint first candidates obtain a majority, the selected candidate shall be the representative of the European national or regional organisation or commission who has been a member for the most uninterrupted years of membership of the Association.
24-2. The European national organisation or commission from which the Chairman comes from shall designate a new representative.
24-3. The appointment of the Chairman is renewable and the Chairman shall remain in office until a new Chairman is elected.
24-4. On the request of five directors or one fifth of the full members, the dismissal of the Chairman may be proposed to the General Meeting and the dismissal shall be pronounced by a two-thirds majority of the votes validly cast.
24-5. The two Deputy Chairmen shall be elected from within the Board of Directors on the proposal of the Chairman for a period of four years. They can be re-elected
Article 25. Conditions of eligibility and introduction of applications
Each European national organisation or commission that is a full member of the Association may put forward a candidate.
The call for candidates shall be made by the General Secretary according to the procedure described in the internal rules.
Article 26. Resignation or Vacancies for the positions of Chairman or Deputy Chairmen
26-1. In the event of the resignation, dismissal or death of the Chairman, a new Chairman shall be elected at the first General Meeting to be held. The new Chairman shall complete the appointment of the one he is replacing
26-2. The Board of Directors shall appoint a Deputy Chairman for the interim.
26-3. In the event of the resignation, dismissal or death of a Deputy Chairman, a new Deputy Chairman shall be elected at the first meeting of the Board of Directors . The new Deputy Chairman shall complete the appointment of the one he is replacing.
Article 27 : Role of the Chairman
The Chairman shall chair the General Meeting and the Board of Directors and shall set the agendas for them. In his absence, he shall be replaced by one of the Deputy Chairmen. He shall represent the Association at the highest level.
On the proposal of the Chairman, the Board of Directors may designate one or more Directors to represent the Association.
Article 28 : Role of the Secretary General
The Secretary General, with the assistance of the Chairman and Directors, shall be responsible for the day-to-day management and shall represent the Association in its contacts with third parties and in legal acts, within the bounds of the day-to-day management.
For indicative purposes, and without this list being exhaustive, the day-to-day management shall comprise the power to :
- Sign the daily correspondence.
- Represent the Association with respect to any authority, administration or public department, in particular the Register of Commerce, the Post Office, the telephone operator and all tax departments.
- Sign all receipts for registered letters, documents or parcels sent to the Association through the post, by any express mail companies or any other company.
- Take all measures necessary or useful for the implementation of the decisions of the Board of Directors or the general Meeting.
The Secretary General, as a person delegated with the day-to-day management, may sub-delegate, under his responsibility, one or more special powers in the framework of the day-to-day management, to employees of the association or to any other person of his choice, although he or she is not authorised to sub-delegate the day-to-day management as such to any person.
Expenses greater than or equal to €20,000, which have not been approved for the annual budget, must be approved by the General Meeting. This limit shall only apply under the internal rules and may not be imposed on third parties.
CHAPTER IV – OTHER CLAUSES
CLAUSE VIII : Amendment of the statutes – Dissolution
Article 29. Amendment of the statutes
29-1. Except for the proposed amendments issued by the Board of Directors, each proposed amendment to the statutes must be introduced to the Board of Directors by a full member.
29-2. The proposed amendments to the statutes must reach the General Secretary for consultation and distribution 60 days at the latest before the General Meeting.
29-3. Amendments to the statutes may not be discussed if the proposal is not expressly stated in the agenda of the Annual or Extraordinary General Meeting, nor if two thirds of the full members are not present.
29-4. Amendments to the statutes shall only be accepted by a two-thirds majority of the votes validly cast.
29-5. If the proposed amendments to the statutes consist of changing the objects/objective for which the Association has been formed, it may only be adopted by a four-fifths majority of the votes.
Article 30. Signatures
30-1. The correspondence issued by the Board of Directors and the Association shall be signed by the Chairman or the General Secretary.
30-2. All day-to-day financial transactions shall be performed by the General Treasurer. For all financial transactions greater than €15,000, the consent of the Board of Directors shall be required.
30-3. The Chairman and the General Treasurer shall each have power of attorney over the accounts of the Association.
30-4. The deeds in which a public official lends his assistance, in particular the deeds of acceptance or donation, deeds of sale or purchase of real estate, deeds of formation or acceptance of mortgages, shall be signed by the Chairman, General Treasurer and by a Deputy Chairman, who under no circumstances need justify, with respect to third parties, a prior decision of the Board of Directors.
30-5. The documents intended for the federal public departments shall be signed by the Chairman and a Director, or by two Directors.
Any document binding the association with respect to third parties for the day-to-day management must be signed by the Chairman.
Article 31. Internal rules
31-1. A set of internal rules shall be presented to the General Meeting by the Board of Directors.
31-2. Amendments to these rules may be made by the Board of Directors deciding by an ordinary majority of the members present or represented.
Article 32. Dissolution
32-1. Except for dissolution through the courts and de facto dissolution, only an Ordinary or Extraordinary General Meeting may decide to dissolve the Association, provided that two thirds of the members are present and that four fifths of the members agree to voluntarily dissolve the Association.
A proposal for voluntary dissolution must be clearly shown on the agenda of the Extraordinary General Meeting.
32-2. If two thirds of the members with the required voting rights are not present at the first General Meeting, a second Meeting shall be convened which may deliberate irrespective of the number of members present, and may adopt the amendments by a four-fifths majority.
32-3. In the event of voluntary dissolution, the General Meeting, or in its absence the court, shall appoint one or more liquidators. The General Meeting, or in its absence the court, shall specify their powers and the liquidation conditions.
32-4. The assets, after settlement of the liabilities, shall be allocated to an Association whose objects are similar to the objects of the dissolved Association.
32-5. The dissolution decisions and the appointments of liquidators shall be deposited at the registry of the commercial court.
32-6. Within 28 days of the deposition at the registry of the commercial court, the dissolution and the appointment of liquidators shall be published by Companies House in Cardiff.
Article 33. Liquidation of the association
In the event of liquidation, the General Meeting shall appoint a liquidator, set his powers and indicate how the net assets must be distributed.
In all cases of liquidation, voluntary or compulsory, and at all times and for whatever reason, the net assets of the liquidated association shall be distributed to an organisation sharing the same objectives.
Article 34. Annual accounts, budget and audits
34-1. The accounts of the financial year ended and the budget for the next financial year shall be submitted each year, by the Board of Directors with the assistance of the General Secretary, to the General Meeting for approval.
34-2. The Chairman the General Meeting may appoint an auditor, who need not be a member of the Association, responsible for auditing the accounts of the Association and presenting his or her annual report to it. It shall determine the duration of his or her appointment.
Article 35. Additional clauses
35-1. Everything not expressly provided by these statutes shall be governed by the Trustees Acts 1925, 2000 governing non-profit associations, as well as by the decisions of the governing bodies of the E.B.C.
The Board of Directors is composed as follows:
Mr. Charlie Cardona
Mr. Artur Ellensohn
Mr. Aleksejs Kosobokovs
Mr Gianluca Di Caro
Mr Stephen Smith
EBC HEAD OFFICE & CONTACT DETAILS
Mr Stephen Smith
European Boxing Council
Tel: (UK) +44 (0)20 8202 8224