European Sign Federation Rules
Article 1 - Name and Formation
The European Sign Federation, previously the European Federation of Illuminated Signs, was formed on 6th May 1966 in Zurich, Switzerland. Its full names are as follows: English: European Sign Federation; French: Fédération Européenne de l'Enseigne et de la Signalétique, German: Europäischer Verband der Lichtwerbung.
Article 2 - Legal Status, Language and Monetary unit
The European Sign Federation, with the agreed abbreviation ESF, is a European Federation which is governed by Swiss law (in accordance with article 60 and the following articles of ZGB). For administrative purposes, the operational offices are situated at the operating address of the Secretariat.
The official languages of the European Sign Federation are English, French and German. For convenience and speed, meetings are generally conducted in English, though time will always be available for translation into other languages as required.
For legal purposes, should there be any translation discrepancies then for interpretation of the rules the English text will prevail and for minutes the official language in which the original copy of minutes were taken will supersede all other subsequent translations for points of clarity.
The Registered Office of the European Sign Federation is situated at the operating address of the Secretariat.
Accounting periods will end on 31st December each year. The official monetary unit of the European Sign Federation is the Euro.
Article 3 – Goals
The goals of the European Sign Federation are as follows:
a) Promotion and enhancement of the appreciation of signs and the image of signmakers throughout Europe.
b) Promotion of technical, environmental and economic improvements within the European sign industry by providing a forum in which information on new developments can be exchanged.
c) Representation of the interests of the European sign industry in world-wide markets including, where appropriate, co-operation with other bodies.
d) Protection and development of the mutual legal and economic interests of its members.
e) Encouraging the creation of national sign associations in those countries where no such body exists.
f) Creation of harmonised technical regulations, including wherever possible, participation on international committees responsible for the creation of such harmonised regulations, in
order to encourage the reduction of barriers to international trade.
g) Encouragement of friendly links between members which facilitate the free exchange of information on and experiences in individual national markets.
h) Encouragement of the development of younger signmakers through the Junior Working
The primacy of national laws is recognised within the framework of European Union legislation. Members who continually violate their statutory obligations risk being expelled and will remain outside the European Sign Federation until they can demonstrate proper compliance. Only at the specific invitation of a member national association will the European Sign Federation lobby for changes in that member's national laws.
Article 4 - Membership
(i) Full: A legally constituted, nationally recognised association or syndicate of signmakers from any European country.
(ii) Individual: Individuals or companies working as signmakers in countries either outside Europe or where there is no current national association or non-European association of signmakers.
(iii) Associate: Individuals or companies not working as a sign maker and from a country in which there is no national association.
(iv) Honorary: Honorary membership may only be bestowed upon individuals.
Acceptance of more than one association from any country is unlikely and should such a situation arise it would require the unanimous approval of the members attending the Board meeting at which such a proposal was made (See Article 6 for quorum and voting rights). In the event that such a situation arises, the specific approval of the original members association in that country must be obtained prior to any vote.
Membership categories for the Junior Working Group are separately defined within its own rules. These rules are approved by the Board of ESF.
Applications for membership should be submitted in writing to either the President or the Secretary. Approval of applications can only be given by the Board with a 75% majority of full members. In the event of an application for membership not being successful, the European Sign Federation is not required to provide reasons for refusal to the applicant.
Full, Individual and Associate memberships will only come into force upon payment of the applicant's first subscription. Honorary membership will commence after confirmation by the General Assembly.
Resignations will only be accepted in writing and should be submitted to either the President or Secretary giving six months notice. In the event of a resignation part way through a year, no subscription already paid will be refunded and outstanding subscriptions will be calculated to include the six month notice period on a pro rata basis. In the event of the liquidation of an Individual member or death of an Honorary member, that member will be deemed to have resigned with immediate effect.
The European Sign Federation will not intervene in the internal operations of member associations but reserves the right to appeal to such associations in the promotion of European Sign Federation goals. The primacy of national laws is recognised within the framework of European Union legislation. Members who continually violate their statutory obligations risk being expelled and will remain outside the European Sign Federation until they can demonstrate proper compliance. Only at the specific invitation of a member national association will the European Sign Federation lobby for changes in that member's national laws.
Expulsions are made by the Board and ratified by the next available General Assembly. Board expulsions must be the unanimous decision of all Full members after hearing any appropriate representations from the member concerned; General Assembly ratifications require a 75% majority. Written details of any proposed expulsion must be circulated to all members at least two months in advance of the meeting at which such a decision may be made.
Members may, for example, face expulsion in the following circumstances:
(i) Non-payment of subscription within six months of the due date.
(ii) Continued breech of national and/or international statutory obligations.
The European Sign Federation reserves the right to expel a member for any reasons other than the above in order to protect the reputation and the goals of the European Sign Federation. Members who are expelled cease to have any claim on European Sign Federation assets.
Article 5 - Subscriptions
The rates of subscription for full members are based upon the annual total income of the national member associations.
All subscriptions, will be reviewed annually and set by the Board and must be ratified at the next available General Assembly. Any change in rate will require a 75% majority approval by those members present at the meeting and any proposals to effect such a change must be notified to all members in writing at least two months in advance.
Full year subscriptions are due on 1st January each year and are payable on receipt of the invoice. New member subscriptions are payable from the beginning of the month in which their application is approved by the Board, calculated on a pro rata basis. Honorary members will not be expected to pay any subscription.
Article 6 - Meetings and Voting Rights
(i) Board Meetings: The European Sign Federation will normally hold two board meetings in each calendar year and it is intended that Full members will take turns to act as host. All
members are entitled to attend Board meetings, together with any non-member experts or personalities which from time to time may be invited. Full members are entitled to vote at
Board meetings and decisions (except those specifically detailed elsewhere in this document) will normally require a simple majority of those present. Members shall be given two months written notice of dates of Board meetings.
For a Board meeting to be considered to achieve a quorum, those present at the start of the meeting must represent at least 50% of the Full members eligible to attend.
At Board meetings each full member is required to present a written report on the status of their local economy and marketplace.
(ii) General Assemblies: European Sign Federation General Assemblies will be held every year. All members are entitled to attend and voting rights are set out in Article 6B below.
Non-members may, from time to time, be invited to attend or address General Assembly meetings but they will have no voting rights.
For a General Assembly to achieve a quorum, those present at the start of the meeting must represent at least 2/3 of the Full members or 50% of all members eligible to attend.
Members shall be given two months written notice of the date of any General Assembly.
(iii) Extraordinary General Assemblies: Such meetings may be called by the Board for members to consider urgent, important business or convened by written request received
from more than 20% of Full members. Such a meeting would be required to urgently change the European Sign Federation address or rules and two months written notice must be given to members. Rules for the quorum and voting rights are the same as for General Assemblies.
In the event of any meeting not achieving a quorum, the European Sign Federation is required to reconvene the meeting (with the same agenda) within a period of not more than two months, giving members at least one month's notice of the new date.
B. Voting Rights
Full members will carry five votes and Individual members one vote each at any meeting. In the event of two or more associations from the same country being admitted as members, Full member votes will still be limited to five votes per country, such votes being shared between the associations in proportion to number of members they represent.
Individual votes are limited to no more than three from any one country.
Full member votes will normally be carried by the President or the official representative of each national association but in the event of his/her absence an appropriate deputy may be appointed. This appointment is to be confirmed in writing by the National Association.
European Sign Federation officers do not have voting rights by virtue of their office and can only vote if they are also the representative of their national association.
Voting will normally be carried out by a show of hands except for the election of officers which may, from time to time, require a ballot paper. The right to vote of each person present must be established prior to any vote taking place.
In case of urgency, voting by written electronic communication is allowed, in accordance with Articles 6B and 8 of these rules. All decisions which are taken by letter or e-mail vote must be reported at the next available Board meeting.
Article 7 - Officers
The European Sign Federation will have the following officers:
(ii) 1st Vice-President
(iii) The Immediate Past-President
(iv) 2nd Vice-President
(vii) Auditors (two)
Officers are normally elected by the General Assembly and will serve for a period of two years. It is envisaged that as far as is practicable the posts of President, 1st Vice-President and 2nd Vice-President should be rotated between Full member nations.
The President, the 1st Vice-President and the Immediate Past president, will make up the Executive Committee.
On the retirement of the President at the end of his term of office the 1st Vice-President without further election shall become President. The retiring President will become the Immediate Past President.
The 2nd Vice-President will be allowed to present himself at the next election as 1st Vice-President but he will not automatically become 1st Vice-President.
If the office of President shall through any cause become vacant before the expiration of the full term thereof the 1st Vice-President shall serve as President until the next General Assembly and, without further election shall become President for a full term of office.
If the office of 1st Vice-President shall through any cause become vacant before the expiration of the full term thereof the 2nd Vice-President will serve as 1st Vice-President until the next General Assembly, where new elections will be organized.
If for any reason the post of immediate Past President becomes vacant, the Executive Committee will go on with only the President and the 1st Vice-President until next General
Nominations for the office of 1st Vice-President shall only be accepted for individuals who have served either as a Board member or as a Chairperson of a working group for a minimum of one year prior to the nomination being made.
If one Full member asks for secret vote, then the elections shall be by secret ballot.
The 1st Vice-President should preferably be a genuine signmaker, defined for these purposes as an employee or owner of a company which manufacturers signs and supplies them direct to end-users.
The President or in his absence, the 1st Vice-President together with another officer, will represent the European Sign Federation in all legal and civil matters.
The Treasurer shall be required to present a written report of the European Sign Federation finances to each Board meeting and General Assembly. European Sign Federation payments must be signed by two officers appointed by the Executive Committee.
The Executive Committee are authorised to expend any amount contained in an annual budget approved in advance by the Board, but may not expend any other sum in excess of € 1.500,00 without separate approval from the Board.
The Treasurer is responsible for ensuring that proper financial records are maintained and that those records are available to the auditors whenever they so request.
The Secretary shall normally be required to take the minutes of Board meetings and General Assemblies and to provide a typed copy of those minutes as soon as possible afterwards. In the event of his/her absence from a meeting then that meeting will elect a member present to take the minutes instead. Translations of European Sign Federation documents will be provided locally by each National Association. The Secretary shall also be responsible for the circulation of notices and all other papers relating to European Sign Federation meetings.
The Auditors, elected from the membership as a whole at General Assembly, shall complete an audit of the accounts each year and present their report at the next available General Assembly.
In the event that no candidate can be found from the membership for either Treasurer or Secretary, the Board has the power to appoint a manager and to fix both his/her terms of reference and salary. This appointment should then be ratified at the next available General Assembly.
The Board of the European Sign Federation may wish to create Working Groups to study or investigate particular subjects or goals. Such a Working Group will be chaired by any member approved by the Board. The Chairperson of each working group will be approved by the Board every two years after the election of the officers. It is advised that each Working Group should have at least one staff member. Voting in Working Groups meetings will be as set out in Article 6B above.
Within that framework there will be created a Strategic Working Group that is composed of the different Chairpersons of all other Working Groups. The Chairperson of the Strategic Working Group will be the President of the European Sign Federation.
Article 8 - Changes to the Rules of the European Sign Federation
Changes to European Sign Federation rules can only be made at General Assemblies or Extraordinary General Assemblies and require a 75% majority of members attending the meeting representing at least 2/3 of the Full members eligible to attend. They will come into force immediately after their approval.
Article 9 - Legal Liability
The Board as a whole is responsible for settling any liabilities of the European Sign Federation using European Sign Federation assets only. No personal liability will attach itself to any members or officers.
Article 10 - Court of Arbitration
In the event of any dispute between the European Sign Federation and one or more of its members, a court of arbitration will be used to settle matters and its decision will be binding on all parties. The appointment of the court of arbitration and its proceedings will be in accordance with the arbitral jurisdiction of Intercantonal Concordats under Swiss Law and any such proceedings will be held in Zurich.
Article 11 - Dissolution
In the event of the European Sign Federation being dissolved, two liquidators will be appointed by General Assembly to wind up European Sign Federation affairs. After payment of all debts and liquidation expenses, any surplus assets will be donated to charity, such a charity being chosen by the members in General Assembly. In the absence of such a decision having been made, all surplus assets will be donated to the International Red Cross.
These Rules were approved at the General Assembly-Scotland- held on 5th October 2007.