Articles of association & Protocol

Transcription

1 Articles of association & Protocol

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3 FIFPro Articles of Association The articles of association of: Fédération Internationale des Footballeurs Professionnels (International Federation of Professional Footballers Associations), an association, having its corporate seat in Hoofddorp (the Netherlands), amended by deed executed on the 12th day of January 2007 by Onno Berend Okkinga, civil law notary in Rotterdam. Name, registered office, applicable law ARTICLE 1 1 The Federation bears the name: Fédération Internationale des Footballeurs Professionnels (International Federation of Professional Footballers Associations). The Federation shall also use by way of abbreviation the name: FIFPro. 2 FIFPro has its registered office at Hoofddorp, municipality Haarlemmermeer, the Netherlands. 3 FIFPro is subject to Dutch law and has been established for an indefinite period of time. Divisions ARTICLE 1A 1 FIFPro has four distinctive Divisions, corresponding to the continent where they are located, namely: Europe, America, Africa and Asia - Oceania, all of which serve the same interest as FIFPro. 2 A Division has the right to allow, in exceptional circumstances, that a member which corresponds geographically to another Division becomes a member of its own Division, but only with the consent of the FIFPro Board. The opinion of both Divisions concerned shall be considered by the Board before granting its consent. 3 Each Division shall have the following rights and obligations: a. to comply and to enforce compliance with the Articles of Association, Protocol, regulations and decisions of FIFPro; b. to work closely with FIFPro in every domain so as to achieve the objectives stipulated in Article 2; c. at the request of FIFPro, to grant Players Associations applying for membership the position of observer. d. to nurture the relations and cooperation with FIFPro actively and constructively through consultative meetings and to discuss and resolve any problems relating to the interests of FIFPro; e. to nominate members for the FIFPro Board in accordance with art. 10, and other representatives for FIFPro bodies, and to ensure that these representatives will act in these bodies with mutual respect, solidarity, fair play and recognition. f. to set up committees that work closely together with the corresponding committees of FIFPro. g. to set up the necessary bodies to fulfil the duties incumbent upon it. h. to procure the funds necessary to fulfil its duties. 4 Decisions passed by the FIFPro Board, which are in any way binding on the Divisions and their members, shall be incorporated in the Divisions Articles of Association and regulations. 5 The Articles of Association of the Divisions, and their modifications, shall be submitted to and approved by the FIFPro Board. 6 The FIFPro Board shall delegate duties and powers to the Divisions, based on the conclusion of agreements. Objects ARTICLE 2 1 The objects of FIFPro are: a. to bring together all the footballers associations in the world, regardless of their nationality, religion, political conviction, race or gender and thus; b to increase the solidarity between professional football players within the leagues, organised interest groups or other organisations throughout the world; c. to combine the knowledge of the activities of the members, focussing on the general interest and the direct or indirect promotion of the professional interests of its members; d. to help, wherever necessary, professional football players or the like in establishing their leagues, organised interest groups or various other organisations in the most suitable way to achieve these objectives. 2 FIFPro s specific intention is to pursue and defend the rights of professional football players, or the like, by achieving for these players: social legitimacy and a suitable legal and fiscal status; a dignified and honourable existence; freedom to choose a function or job; 3 FIFPRO ARTICLES AND PROTOCOL

4 insurance against the risks involved in the practice of competitive sports; education and training; participation in all negotiations and the preparation of all texts, acts, guidelines or regulations, as well as the distribution of budgets and the allocation of funds or allowances that are the direct or indirect result of their professional performance or activities; stability of the profession; a reasonable income from their professional activities; a complete agreement with their contract and total freedom of negotiation as well as the fullest independence, since this is a prerequisite for obtaining independent results in competitive sports; insurance and protection of their individual rights. 3 FIFPro shall try to achieve the specific goal(s) set forth under 2 by the following means: a. striving for the most favourable labour conditions by entering into collective bargaining agreements; b. offering the affiliated Players Associations, interest groups or other organisations, the means to consult and collaborate to achieve their objectives; c. co-ordinating the activities of the various affiliated groups; d. convening meetings in general; e. maintaining and expanding relations with the governing bodies of football; f. encouraging the establishment of new Players Associations; g. publishing a periodical. 4 FIFPro does not aim at making profits. Members Honorary President/members ARTICLE 3 1 FIFPro comprises all representative organised interest groups and, in general, all national movements or associations of professional football players or the like, that accept the objectives and Articles of Association of FIFPro and the ensuing obligations, and are accepted as members of FIFPro. In countries where there is no such interest group, national movement or organisation, FIFPro shall try to stimulate active players or other persons the Board believes to be capable, to fulfil such tasks and/or missions. A member must have the status of being a legal entity, unless the provision of the preceding sentence is applicable. Each country shall only be represented by one representative interest group, movement or organisation as a member. 2 The General Assembly may bestow the title of Honorary President or Honorary Member upon any persons for meritorious service to football. The Board shall make the nominations relating thereto. An honorary President or honorary member may take part in the General Assembly. They may join the debates but may not vote. ARTICLE 4 The associations affiliated to FIFPro remain independent. As a principle, the affiliated associations observe decisions made by the General Assembly mentioned below, unless extraordinary circumstances imply that the country in question cannot reasonably be expected to follow the decision of the General Assembly. Such a deviation from a decision must be well motivated. The same provision applies to decisions made by the Board mentioned below. Admission ARTICLE 5 The Board decides on the admission of members. The Board keeps an updated register with the names and addresses of all members and candidate members. ARTICLE 6 1 An association that wishes to be admitted as a member shall send a written application to FIFPro. Such application must include a copy of its Articles of Association and regulations, as well as a statement of its finances and the number of its members. Subject to the approval of the General Assembly of FIFPro, the Board may impose supplementary criteria on the admission of new members. The application of an association is decided by the Board. The application for membership also implies acceptance of FIFPro s Articles of Association and regulations. 2 During the first year after admission the new member concerned functions as candidate member. At the end of that first year a decision will be made by the Board on whether: the candidate membership can be transmitted into a full membership; the candidate membership will be continued as such for a period laid down in the decision; or the candidate membership will be terminated. Article 7 applies correspondingly. 3 The Board is entitled to transmute a full membership of an association into a candidate membership in the event that such member fails to meet its membership requirements. ARTICLE 7 1 Any association whose admission as a member has been refused by the Board can appeal against this decision to the General Assembly of FIFPro, within a period of six weeks. The decision of the General Assembly is decisive. 2 All members and candidate members must annually provide FIFPro with an overview of at least the following data: personal data of the persons employed by their association; composition of their board; list of their own members who are active professional football players, their personal data and mention of the league. 4 FIFPRO ARTICLES AND PROTOCOL

5 3 The Articles of Association and the regulations of a member or candidate member may not conflict with the Articles of Association standing orders, Protocol or other regulations of FIFPro. 4 An amendment of the Articles of Association and/or the regulations of a member or candidate member shall require the approval of the Board of FIFPro. Termination of membership ARTICLE 8 1 Membership terminates: a. by cancellation on behalf of the member; b. by termination on behalf of FIFPro. This is only possible if a member has ceased to meet the membership requirements as laid out in the Articles of Association, if it fails to meet its obligations towards FIFPro, or if FIFPro cannot reasonably be expected to continue the membership; c. by expulsion. Expulsion from membership is only possible if a member should act contrary to the Articles of Association or any of its regulations or decisions, or if a member should unreasonably affect the interest of FIFPro. 2 Termination on behalf of FIFPro is implemented by the Board. Cancellation by a member or termination on behalf of FIFPro may only occur at the end of the financial year and with observance of a four-week notice. However, membership may be cancelled with immediate effect if FIFPro or the member cannot reasonably be expected to continue the membership. In the event of termination, the member can appeal against this decision to the General Assembly. Article 7, subsection 1shall correspondingly apply. If membership is terminated in the course of the financial year, the entire annual membership fee is nevertheless due. 3 Expulsion is decided and implemented by the Board. In case of expulsion the member may, within four weeks after it has received the notification of the decision by the Board, appeal to the General Assembly. The General Assembly decides with the majority set forth in Article 21 paragraph 1. During the expulsion proceedings the member will be suspended from its membership. 4 A member is not entitled to cancel its membership with immediate effect further to a resolution, pursuant to which its rights and obligations of financial nature are changed and/or aggravated or the rights and obligations described in these articles are changed. The aforementioned does not impede the possibility to cancel as referred to in this article. Annual membership fee ARTICLE 9 1 Members must pay an annual membership fee to be determined by the General Assembly on the proposal of the Board. For this purpose, members may be divided into different categories, each category paying a different amount. 2 The annual membership fee is invoiced in the month of September of each calendar year, unless the Board decides otherwise. Members undertake to remit their membership fee to a bank account indicated by the secretariat of FIFPro within fourteen days after the date of the request to do so. 3 Non-payment of the annual membership fee may lead to termination on behalf of FIFPro. The member in question may file an appeal with the General Assembly against such a termination. Board composition ARTICLE 10 1 The Board consists of thirteen members. Only natural persons shall be eligible as member of the Board. The Board consists of representatives of the following countries/divisions: five representatives, from each of the countries: United Kingdom, France, The Netherlands, Italy and Spain, in their capacity of permanent representatives, that is to say one from each of these countries; two representatives from each of the following Divisions: America and Europe; one representative from each of the following Divisions: Africa and Asia; and two additional female representatives from member countries. 2 The members of the Division may nominate one or more candidates to be elected as members of the Board provided the Division comprises at least five members. The nomination(s) will be submitted to the secretariat of FIFPro. In case for a Division more candidates are nominated than the number of places in the Board, the ordinary General Assembly will elect the relevant Board member or members for the Division. If the number of candidates is equal to the number of Board seats available, the appointment will be made. The General Assembly will elect the two additional female representatives of the Board. Only representatives of full members can be nominated and, or appointed as a Board member. Representatives of other membership categories (candidate members, associate members and observers) cannot be nominated or appointed as a Board member. 3 The General Assembly will appoint the members of the Board with due observance of the provisions above. The General Assembly has the power to resolve upon the dismissal of a member of the Board. 4 Members of the Board will be elected for a period of four years. 5 If in the Board a vacancy occurs, the Board will remain competent but it shall take measures in order to fill the vacancy. 5 FIFPRO ARTICLES AND PROTOCOL

6 President and Vice-Presidents ARTICLE 11 1 The Board shall propose a single person from its midst to be appointed as President. The proposal shall be submitted to the vote of the General Assembly. In order to effect the appointment, the proposal must be supported by at least fifty percent (50%) of the votes cast at the meeting. For the approval for the appointment of the President, each member present in the meeting has one vote. 2 The President serves a term of four years as from his appointment and may be re-elected only once. 3 There are three Vice-Presidents to be elected by the Board out of its midst, from which the Board shall elect the Deputy President. The Deputy President will replace the President in the event of his absence. The other members of the Board have the responsibilities designated by the Board. 4 The Board is authorised to have certain parts of its task carried out by other committees besides the Financial Committee. Powers of the Board ARTICLE 12 1 The Board is charged with the administration of FIFPro and has, in principle, and within the limitations set by the law, all powers except those expressly granted to the General Assembly. The Board decides which task in the Board each of its members is to perform. 2 FIFPro is represented by either the entire Board or by the President and the Secretary-General acting jointly. 3 The Board may grant a general or limited power of attorney to two or more members of the Board, to staff members and/or to others to represent FIFPro within the limitations set by such power of attorney. 4 The powers of the Board include: the admission of new members; the termination of membership and the expulsion of members; the preparation of amendments of the Articles of Association; the formulation of a policy plan; the propagation of viewpoints; the representation of FIFPro; the implementation of a financial policy; the keeping of the accounts; the hiring and dismissal of employees. 5 The Board may adopt resolutions to enter into agreements to acquire, alienate and encumber real estate and other registered property, and to enter into agreements whereby FIFPro binds itself as guarantor or joint and several co-debtor, warrants performance by a third party or provides security for a debt of the third party. Frequency of the Board meetings, minutes ARTICLE 13 1 The Board meets at least three times a year. 2 The Secretary-General shall draw up minutes of the deliberations of every meeting of the Board. They will be approved and signed by the President and Secretary- General at the next meeting. However, the President and Secretary-General may at the end of a meeting sign a list stating one or more of the resolutions adopted in that meeting. Voting powers of the Board ARTICLE 14 1 The members of the Board have one vote each. All resolutions are adopted by an absolute majority. If the votes are equally divided, the President s vote is decisive. 2 If a Board member is unable to attend the meeting of the Board, for whatever reason, he may have himself be represented by another Board member authorised in writing. A Board member may not represent more than one other Board member by proxy at a meeting. 3 The Board requires the approval of the General Assembly on decisions of the Board concerning: amendment of the Articles of Association; modification of the objectives of FIFPro; conclusion of contracts which bind FIFPro for a period exceeding one year; modification of the annual membership fee; dissolution of FIFPro. Secretary-General and Secretariat ARTICLE 15 1 The FIFPro Secretariat is in charge of the communication and information to and between the members. The Secretariat also prepares the meeting of the Board and organises the General Assembly as well as the Social Dialogue meetings and the committee meetings. Furthermore, it takes care of the whole financial administration and prepares Financial Committee meetings. The Board may attribute other tasks to the Secretariat. 2 The Board shall appoint an officer, who will bear the title of Secretary-General. The Secretary-General heads the FIFPro Secretariat and implements the decisions made by the Board or has these implemented. The Secretary- General keeps the books, records the minutes of the meetings of the Board, and the committees and handles the correspondence. 3 Emergency measures must be taken by the Secretary- General, provided this is done in close agreement with the President or the Deputy-President and provided a decision on said measures is requested at the next meeting of the Board. 6 FIFPRO ARTICLES AND PROTOCOL

7 4 The Secretary-General performs within the area of the responsibility of the Board and shall notify the Board of his/her performance and findings as per a plan of report, formulated by the Board. Financial year ARTICLE 16 1 The financial year of FIFPro starts on the first of July and ends on the thirtieth of June. 2 Within six months since the end of the financial year, except in the event of extension of this period by a maximum of six months by the General Assembly, the Board shall submit to the General Assembly an annual report on the course of affairs within FIFPro and the management conducted. It further shall submit to the General Assembly the balance sheet and profit and loss account together with explanatory notes for approval of the Assembly. These documents shall be signed by all members of the Board. If the signature of one or more of them is missing, this shall be mentioned also stating the reason. After the expiry of this period, every member may commence proceedings against all the members of the Board for the enforcement of these obligations. 3 If no auditor s report is submitted to the Assembly as to the fairness of these documents, the General Assembly shall annually appoint a committee consisting of at least two members who may not also be members of the Board. The committee may consist of members of the Financial Committee. The committee shall examine the documents referred to in paragraph 2 and shall report on its findings to the General Assembly. The Board must provide the committee for its examination with all information requested by it and show to it, if so desired, the cash and valuables and allow it to examine the books, records and other data carriers of FIFPro. General Assembly Frequency of the meetings ARTICLE 17 The General Assembly convenes at least once a year within six months after the end of the financial year for a period of at least two days, this Assembly being the ordinary General Assembly. The Board may convene an extraordinary meeting if it deems such desirable. An extraordinary General Assembly can also be convened provided at least ten percent (10%) of the members deem this desirable and provided that the Board has been informed in writing. Convocation, agenda ARTICLE 18 1 The General Assembly shall be convened at least four weeks prior to the date of the Assembly by convocation notices stating the address and time of the Assembly and the agenda. 2 Members may submit any proposal or request to the Secretariat no later than one week prior to the date of the meeting. 3 The following, amongst others, will be discussed at the ordinary General Assembly: a. approval of the minutes of the previous Assembly; b. approval of the annual report; c. approval of the balance sheet and profit and loss account; d. discharge of the Board for its management; e. appointment of the committee referred to in Article 16 paragraph 3; f. announcement of new members; g. announcement of exclusion of members; h. approval of the Boards policy plan; i. elections when needed; j. the filling of any vacancies; k. amendment of the Articles of Association when needed. Admission and the right to vote ARTICLE 19 1 The General Assembly comprises all members. A member association is represented at the meeting by a delegate, in accordance with the Articles of Association of the member/ association concerned. Observers and candidate members have the right to attend the Meeting. A member may not arrange to be represented by proxy at the Meeting, neither by another member nor by a third party. Other persons than those mentioned hereinbefore may only be admitted to the Meeting upon decision of the chairman of the Meeting. 2 Each member is entitled to cast one vote at least. However, the number of votes is dependent on the number of active professional football players who are members of the member/association concerned. The voting procedure is as follows: Every calendar year as per first July, every member must submit to the Secretary- General of FIFPro a list comprising the members/active professional football players of the member concerned. The number of votes that may be cast by each member during the financial year depends on the number of its own members/active professional football players ( players ). Less than two hundred fifty (250) players: one (1) vote. Between two hundred fifty (250) players and four hundred and ninety nine (499) players: two (2) votes. Between five hundred (500) players and nine hundred and ninety nine (999) players: three (3) votes. Between one thousand (1,000) players and two thousand (2,000) players: four (4) votes. Over two thousand (2,000) players: five (5) votes. 3 Candidate members may cast one vote, irrespective of their active professional football players, it being 7 FIFPRO ARTICLES AND PROTOCOL

8 understood that together they may not cast more than half the number of votes which are cast by the members. 4 Observers have the right to attend the Meeting and to speak, but they have no voting rights. 5 A member, candidate member or observer may not arrange to be represented at a Meeting by another member, candidate member or observer nor by a third party. 5 Other persons than mentioned hereinbefore may only be admitted to the Meeting upon decision of the chairman of the Meeting. General Assembly s chairman minutes ARTICLE 20 The General Assembly shall be chaired by the President of FIFPro, or in the event of his absence, by the Deputy President. The Secretary-General shall record the minutes at each meeting, which will be approved and signed by the President and Secretary-General. The members shall be informed of the content of the minutes. Voting, resolutions ARTICLE 21 1 Resolutions of the General Assembly, other than provided for in Article 11, are adopted by an absolute majority, which must represent at least sixty percent (60%) of all members/ active professional football players as referred to in Article 7 paragraph 2. Every member shall appoint one representative who, at the meeting, shall exercise the voting rights on behalf of that member. 2 Blank votes and invalid votes shall count in calculating the number of votes cast. 3 If in an election of persons a majority (majority in this paragraph meaning the majority described in paragraph 1 hereof) is not obtained, a second free vote shall be taken. If again a majority is not obtained, further votes shall be taken until either one person obtains a majority or the election is between two persons only, both of whom receive an equal number of votes. In the event of such further elections (not including the second free vote), each election shall be between the persons who participated in the preceding election, but with the exclusion of the person who received the smallest number of votes in that preceding election. If in a preceding election more than one person receives the smallest number of votes, it shall be decided by lot which of these persons should not participate in the new election. If votes are equal in an election between two persons, it shall be decided by lot who shall be included in the next vote. 4 If there is a tie of votes in a vote other than a vote for the election of persons, the proposal is thus rejected. 5 All votes may be cast orally. The chairman of the meeting is, however, entitled to decide a vote by a secret ballot. If it concerns an election of persons, voting shall take place by a secret ballot. Voting by secret ballot shall take place by means of secret, unsigned ballot papers. The chairman of the meeting shall appoint two persons from the Assembly who are charged with the supervision of counting of the votes by the Secretary-General and who will report their findings to the chairman of the meeting. 5 Voting by acclamation shall be possible if none of the persons present and entitled to vote objects to it. Financial Committee ARTICLE 22 1 FIFPro has a Financial Committee consisting of at least three persons who may not also be members of the Board. 2 The number of the members of the Financial Committee is determined by the Board. The members of the Financial Committee are elected by the Board subject to the approval of the General Assembly. The members of the Financial Committee will be elected for a period of four years and may be re-elected. 3 The Financial Committee reports, without prejudice to the responsibility of the Board, on the draft budget and annual accounts of FIFPro, notwithstanding the provisions of article 16 paragraph 3. The Financial Committee assesses project applications submitted to it by FIFPro member associations with regard to their professionalization. 4 Its tasks and powers are furthermore to: advise the FIFPro Board and institutions associated with FIFPro with regard to their financial policy; give financial advice whether on request or not to the FIFPro Board and institutions associated with FIFPro. 5 The Board may confer other tasks and responsibilities to the Financial Committee. 6 The Financial Committee convenes at least quarterly. It establishes its own working methods. Finances ARTICLE 23 1 FIFPro s activities are financed by the following funds: membership fees from the members; voluntary contributions, donations and suæ bsidies granted; events and matches organised by FIFPro; a share in the association s revenue from the World and European Championships; any other activities consistent with its objectives or concerning the protection of the rights of professional football players or similar as defined in Article 2; all other legitimate income. 8 FIFPRO ARTICLES AND PROTOCOL

9 2 The result of all economic activities undertaken by FIFPro is only used for the attainment of its objectives, whilst any form of profit sharing amongst the members is excluded. Amendment of the articles ARTICLE 24 1 An amendment of the Articles of Association may only be made pursuant to a resolution of the General Assembly, which has been convened mentioning that an amendment of the Articles shall be proposed at the Meeting. 2 The verbatim text of the proposal must be enclosed with the notice convening the Assembly and shall be available at the Secretariat of FIFPro for inspection by the members. 3 Each member of the Board shall be authorised to execute the deed of amendment of the Articles and to give a power of attorney for this purpose to another person. General stipulations ARTICLE 27 All situations or problems not covered in or not regulated by these Articles of Association or other regulations or provisions shall be investigated and solved by the Board, either by convocation of an extraordinary General Assembly, or by putting the issue on the agenda of the next ordinary General Assembly. Disputes about interpretation of these Articles of Association or other regulations or provisions shall be decided by the Board. Dissolution ARTICLE 25 1 FIFPro may be dissolved by a resolution adopted by the General Assembly. 2 FIFPro shall continue to exist after its dissolution to the extent required for the purpose of the liquidation of its assets and liabilities. In documents and announcements issued by it, the words: in liquidation (in liquidatie) must be added to its name. 3 The provisions of Article 24 paragraph 1 shall correspondingly apply to a resolution to dissolve FIFPro. 4 If FIFPro is dissolved pursuant to a resolution adopted by the General Assembly, its affairs shall be liquidated by the Board, unless the resolution to dissolve FIFPro has designated other liquidators. 5 The balance remaining after payment of all debts shall be destined to a purpose to be resolved in the resolution to dissolve FIFPro. 6 The books, records and other financial data shall be kept during the period prescribed by the law by the custodian appointed by the General Assembly. Regulations, Standing orders ARTICLE 26 1 The General Assembly may determine a Protocol and/ or Standing Orders on all matters which are considered useful or advisable by the General Assembly. 2 The Protocol and Standing Orders may not be contrary to the provisions of the law or the Articles of Association. 9 FIFPRO ARTICLES AND PROTOCOL

10 FIFPro Protocol Section 1 Membership ARTICLE 1 CATEGORIES OF MEMBERSHIP 1 FIFPro distinguishes four categories of membership for Players Associations which represent the interests of professional footballers: permanent members, full members, associate members, candidate members. Others may acquire the capacity of observer. The permanent members are the following founding members: England, France, Italy, the Netherlands, Spain. They have to comply with the same conditions as the full members mentioned below. A full member is a Players Association in a country in which there are at least two professional leagues; this association has a large volume of operations. The Players Association is a very professional association, therefore, that keeps transparent records. The Players Association has considerable political influence in its country and has played and still plays an active role in the political activities of the FIFPro. A full member is a Players Association which fulfils all the conditions that FIFPro sets for membership. A full member pays a fee in accordance with the specified category and receives the payments for logo and solidarity. An associate member is a Players Association which does not fulfil all the conditions set by FIFPro. An associate member pays a fixed fee and receives money for logo and solidarity. An associate member is a corporate body having a legal status and meets the following criteria to be assessed by the Board of FIFPro: an associate member is a professional Players Association in a certain country, which keeps transparent records, which has considerable political influence within the country and which plays an active role in professional football. It commits itself to support FIFPro and the Players Associations and has a firmly established tradition of relations with the members in the field of professional football. An associate member has to comply with any internal rules of FIFPro. An associate member can be consulted by the Board on relevant subjects under discussion and shall be convened to the General Assembly. An associate member may cast one vote in the General Assembly. The representatives of the associate members cannot be a member of the Board. New associate members are elected by the General Assembly, by a majority of the votes cast, on the recommendation of the Board, according to the criteria defined here above. Associate membership entitles the associate member to the use of the FIFPro logo with the addition associate member of FIFPro. Associate members can be invited by the Board to participate in specific FIFPro activities and will have access to a range of FIFPro services and resources to be determined by the Board. An associate member may also be upgraded to the full membership category once it has met the relevant requirements. A candidate member is a players association which has either been admitted to FIFPro less than one year ago, or which does not yet fulfil all the conditions set by FIFPro. A candidate member pays a fixed fee and receives payment for the logo and the solidarity. 2 If a country does not yet have a Players Association recognised by FIFPro to represent the interests of professional footballers, the FIFPro Board may allocate the status of observer to a player (preferably the captain), an ex-player or a representative of the national team. 3 An observer pays no fee and has speaking rights, but no voting rights. Pursuant to the relevant stipulations, an observer may apply for development funds. ARTICLE 2 APPLICATION FOR AND ADMISSION TO MEMBERSHIP 1 An application for membership is addressed to the Board, via the Secretary-General or the Secretary-General of a FIFPro Division. The Secretary-General informs the General Assembly accordingly. 2 The application is made by completing a form approved by the Board for this purpose. 3 The Secretary-General of FIFPro, after being advised by the Secretary-General of the relevant Division regarding the representativeness, the independency, the professionalism and the financial records of the applicant, verifies whether the application meets the conditions as contained in the Articles of Association (article 6 paragraph 1 and article 7 paragraph 2). The applicant must also submit the following: Bank details of the Players Association, account number, etc. List of members, classified into professional and amateur players and honorary members. Up-to-date report of the leagues, numbers of professional players, employers, clubs, collective bargaining agreement. Declaration of willingness to cooperate with the affiliation agreement / cooperate with the computer entertainment industries project. 4 The Board confirms receipt of the application to the applicant. This confirmation also comprises a description 10 FIFPRO ARTICLES AND PROTOCOL

11 of the procedure to be followed and an estimate of the period required to reach a decision. 5 The Board investigates the representativeness, the independence and the professionalism of the applicant, and its financial records. The applicant unconditionally opens its offices and books for the said investigation and renders all required cooperation. 6 FIFPro will bear the costs of such investigations as referred to in paragraph 5. 7 The Secretary-General formulates a proposed decision (after being advised by the Secretary-General of the Division) for the consideration of the Board on the basis of the investigations as referred to in paragraph 5. Before reaching a decision, the Board may set additional conditions for the applicant relating to its articles and regulations, or its business operations. 8 The decision of the Board states the reasons on which it is based. 9 The Secretary-General puts the Board s decision on the application for membership onto the agenda for the next General Assembly of the FIFPro and notifies the applicant accordingly. 10 Should the decision of the Board be negative, the Secretary- General will inform the applicant of how it can lodge an appeal and the periods of time that apply in this respect. 11 If the Board decides in favour of the application, the Secretary-General will provide the candidate member with the articles and regulations of FIFPro, the schedule of meetings, the list of members and all other relevant information required to be able to exercise the rights and comply with the obligations of a candidate member. The decision of the Board provides for allocation to a membership fee category. 12 The Board decides whether a candidate member is to be admitted as a full member or as an associate member one full year after its admission as a candidate member. The Board may decide to terminate or continue the candidate membership. Paragraph 10 applies by analogy. In the event of continuation, the Board will formulate the conditions with which the candidate member must comply in order to obtain a positive decision from the Board on admission to full membership or associate membership. This procedure also applies to associate members applying for full membership. 13 One full year after a negative decision on the conversion of candidate membership into full membership or associate membership, the Board will again form an opinion in accordance with the provisions of paragraph If the Secretary-General establishes that a full member or an associate member has failed to fulfil the conditions that the FIFPro sets for membership, he may propose to the Board - after considering the advice from the Financial Committee and the Secretary-General of the Division, that the FIFPro membership of a Players Association should be converted into candidate membership. Paragraph 12 applies by analogy. 15 A special condition comes into force in the event of a former member reapplying for membership after termination or disqualification as referred to in article 5 of the Protocol, viz. that the former member shall first settle outstanding debts before the Board again commences the assessment regarding the application. 16 The appeal period as referred to in this article is six weeks. The full member, associate member or candidate member retains all its rights until a decision is made on the appeal lodged, with the exception of the right to vote on the appeal it has lodged. ARTICLE 3 RIGHTS AND OBLIGATIONS OF FULL MEMBERS, ASSOCIATE MEMBERS AND CANDIDATE MEMBERS, OBSERVERS 1 A full member, an associate member or candidate member must act in complete accordance with the Articles of Association, regulations, instructions and decisions of FIFPro or its constituent bodies, and must bring its own Articles and regulations into alignment with those of FIFPro. 2 A full member, an associate member or candidate member guarantees that its members will also act in accordance with the provisions of paragraph 1. 3 All members are entitled to access the FIFPro extranet, to use all information that members of FIFPro receive, and to use the expertise of the FIFPro Secretariat. 4 A candidate member is entitled to attend the General Assembly and all other meetings to which the Secretary- General invites the members. A candidate member has the right to speak at these meetings, and may cast one vote, irrespective of its active professional football players. 5 A candidate member may not submit proposals to the General Assembly, nor may it put forward candidates for constituent bodies of FIFPro. 6 A candidate member is entitled to participate in all activities and development programmes of FIFPro. 7 Observers have the right to attend the General Assembly and to speak, but they have no voting rights. The same applies for the attendance to meetings of their Divisions and conferences. Other rights of observers regarding the particular Division, shall be defined in the statutes of the Division. 8 Full members, associate members and candidate members will inform, without delay, the Secretary-General (and the Secretary-General of the Division at stake) of amendments to the Articles of their Players Association. 9 Provisions referring to members in this Protocol also apply to full members, associate members and candidate members, unless the text states otherwise. ARTICLE 3A VOTING PROCEDURE The voting procedure is as follows: in accordance with article 7 paragraph 2 of the Articles of Association, every member must provide a list of its own members. The number of votes allocated to each member depends on the number of its own members, i.e.: < 250 members 1 vote members 2 votes members 3 votes members 4 votes > 2000 members 5 votes 11 FIFPRO ARTICLES AND PROTOCOL

12 The information will be updated prior to each General Assembly. The members will be asked to provide an upto-date list of their members by 1 July of every year, which is taken as the point of departure for the next General Assembly. Associate members and candidate members have one vote, irrespective of the number of members they have. ARTICLE 4 PLAYERS RIGHTS 1 In accordance with the Principles of FIFPro, any player who is a member of a Players Association affiliated to FIFPro as a full member, associate member or candidate member and who completely fulfils his/her obligations to that association is also represented by FIFPro and its members. A player who is registered as a member receives the complete package of rights and services of the association of which he/she is a member. 2 The membership rights referred to in paragraph 1 do not include taking part in the General Assembly of FIFPro or other FIFPro gatherings, or a vote in the decision-making process at FIFPro. 3 When a player is transferred to a different country, the Players Association of which the player is a member facilitates the transfer of the player to the Players Association in the country of destination and notifies the Secretary-General accordingly. Where applicable, the Players Association referred to first also informs the Players Association in the player s country of origin. 4 The Players Association in the country of destination provides the player with information on the package of rights and services offered and the membership fee, in addition to providing all other relevant information. 5 If there is no Players Association affiliated to FIFPro in the country of destination, the player remains or becomes a member of the Players Association of which he became a member in the first instance. 6 If necessary, an application can be made to the fighting fund for the representation of his interests. 7 The Secretary-General mediates among Players Associations in the event of a dispute concerning the services provided to an international player. ARTICLE 5 END OF MEMBERSHIP 1 Cancellation by the member or termination or expulsion by the Board must always be effected in writing. The Secretary-General of the relevant Division may have an advisory role in this. The sender must make certain that the addressee receives this notice. 2 The Board states its reasons for termination of or expulsion from membership. These reasons constitute part of the decision. 3 If the member appeals against the decision referred to in paragraph 2, it must refute the reasons given by the Board. The member is, incidentally, at liberty to provide all the information it considers relevant for assessment of its appeal. 4 The appeal is not admitted if the period stated in the Articles for the lodging of an appeal has expired. 5 The member must address its appeal to the Secretary- General, who, upon receiving the appeal, will send confirmation of receipt and notification of the date on which the appeal will be dealt with. 6 The Board submits the appeal to the General Assembly, accompanied by a preliminary advice and all the relevant documents. The member will be heard by the General Assembly, if it submitted a request to this effect on submission of its appeal. The member receives all documents that the Board submits to the General Assembly. 7 The General Assembly deliberates and decides on the appeal in its next assembly. The Secretary-General informs the member of this in writing. 8 Termination or expulsion shall never release the member from the obligation to make full payment of the membership fee for the current financial year. If the member continues in default, the Secretary-General is entitled to initiate collection. 9 If a member is suspended, he loses his entitlement to income from FIFPro and/or FIFPro Commercial Enterprises BV. These lost earnings will fully accrue to the FIFPro funds. The Financial Committee will decide which fund. 10 If a suspension is rescinded the member in question cannot make a claim to earnings from the past. ARTICLE 5A SUSPENSION OF A MEMBER The Board has to decide if a member is suspended. The Secretary-General of the relevant Division may advise the Board. Suspension means that a member immediately loses all entitlements of the FIFPro membership, unless otherwise decided by the Board. The Board s decision cannot be appealed. ARTICLE 6 MEMBERSHIP FEE 1 The Board decides on the allocation of a member to a membership fee category, basing classification on the information supplied annually by the member. The member vouches for the correctness of this information. 2 An appeal can be lodged to the General Assembly against this decision of the Board. The General Assembly shall consider the advice from the Financial Committee. 3 If the member has supplied incorrect information with regard to the allocation to a certain category, the Board may decide with retroactive effect to allocate the member to a different membership fee category and/ or to impose a one-off penalty. If deliberate deceit is suspected, the Board may decide on expulsion from membership, but with due observance to the previous sentence however. 4 The Board may decide to allocate a member to a lower subscription category, stating its reasons for doing so. This decision comprises an expiry date. 5 Acting on the instructions of the Board, the Secretary- General sends an annual invoice to the members for the purposes of collecting the subscription. The invoice states the amount of the fee, the membership fee category and period, the date on which the fee must be 12 FIFPRO ARTICLES AND PROTOCOL

13 received and the account number to which the money must be transferred. 6 If the member fails to pay the membership fee on time, the Secretary-General will send a payment reminder, in which he increases the fee by the Dutch statutory interest. Payment must subsequently be received within fourteen days of the date of the payment reminder, otherwise expulsion from membership will follow in accordance with article 5. Deferment of payment or payment in instalments is not permitted. 7 Amendments to the system of subscription categories or amendments to the classification of members always become effective at the commencement of the new financial year. 8 Candidate members are allocated to the same membership fee category as associate members. Section 2 Constituent bodies of FIFPro ARTICLE 7 THE BOARD 1 Each Players Association may have a maximum of one representative on the Board. 2 The tasks and responsibilities of a Board member are not transferable to any other persons than Board members. Board members cannot arrange for someone to replace them in the performance of their duties in this capacity. 3 The Board determines its own working methods and a balanced distribution of portfolios, which nevertheless takes into account the specific tasks and powers of the President, the Deputy President, the Secretary-General and the Secretary-Generals of the Divisions. The Board announces this distribution of portfolios to the General Assembly. 4 During Board activities a member of the Board of FIFPro is not permitted also to act as the representative of the Players Association from which he comes. The right to speak and the right to vote on behalf of this Players Association must rest with a different person. 5 A Board member is entitled to decide to resign his Board membership at any time. 6 A minimum of five members may submit a proposal to the General Assembly for the interim dismissal of a Board member before his term has expired. They state the reasons for this proposal and submit it within the specified period, with due observance of the provisions in the articles with regard to proposals to the General Assembly. 7 The Board may also submit a proposal as referred to in paragraph 6: For reasons of character incompatibility. If the Board member evades his tasks and responsibilities as a member of the Board. If the Board member acts in contravention of the Articles and regulations, and/or the decisions of the Board or the General Assembly, or if he prejudices the interests of FIFPro. If the Board member commits an offence, makes objectionable remarks or acts improperly. 8 If the entire Board decides to resign, it informs the General Assembly of this immediately and convenes an extraordinary meeting. The outgoing Board will continue its essential activities until the General Assembly has reached a decision on the management of the association. ARTICLE 8 PRESIDENT, DEPUTY-PRESIDENT, SECRETARY- GENERAL AND SECRETARY-GENERAL OF A DIVISION President 1 The President chairs the meetings of the Board and the General Assembly, and represents FIFPro on the important committees of the international football associations, including FIFa. Deputy-President 2 The Deputy-President deputizes for the President internally as well as externally. Secretary-General 3 The Secretary-General has the following responsibilities: The organisation of the Secretariat and the appointment and dismissal of staff. Keeping the membership records. Preparation and documentation of meetings of the constituent bodies of FIFPro. Preparation of meetings of the Financial Committee and the other committees set up by FIFPro. Organisation of the General Assembly. Implementation of decisions made by the General Assembly and the Board. The correspondence of FIFPro. Preparation of the meetings on the Social Dialogue. Managing the entire financial administration. Development and organisation of a competence centre. Development of a lawyers network for the benefit of the members. Development and provision of an internet and extranet facility for the benefit of the members and the constituent bodies of the FIFPro. Education and training of the management and staff of members, in order to strengthen the professionalization of the representation of interests and the Players Association. Proposals for the formation and management of funds and for deployment of the remaining balance. Secretary-General of a Division 4 The Secretary-General of a FIFPro Division is responsible for: Organising the Secretariat of the Division. Advising the FIFPro Board on membership matters. The administration of the members of the Division. Preparing meetings of the various bodies of the Division, and keeping minutes of those meetings. Preparing meetings of the committees making up the Division. Organising the General Assembly of members of the Division. Executing the decisions adopted by the General Assembly of members, the FIFPro Board and the Division Board. 13 FIFPRO ARTICLES AND PROTOCOL

14 Dealing with the correspondence of the FIFPro Division. Preparing the meetings established by the Board of the Division for the pursuance of its objectives. Answering for the financial administration of the Division. ARTICLE 9 COMMITTEES 1 The Board can decide to form committees within the objectives of FIFPro. 2 A committee may consist of Board members only, of non-board members, or a combination of the two. 3 The Board sets out the following when establishing a committee: Formation for an indefinite or definite period. Delegated or mandatory tasks and powers. Composition and number of members. Assistance from advisers. Working method and budget. 4 A committee reports to the Board on its work at the end of its assignment, and at least once a year. 5 A committee annually submits a budget and a working plan to the Board. 6 The Board incorporates the committee documents as referred to in paragraphs 4 and 5 when reporting to and submitting proposals to the General Assembly. ARTICLE 9A WORKING GROUPS 1 The Board can decide to form working groups within the objectives of FIFPro. 2 A working group may consist of Board members only, of non-board members, or a combination of the two. 3 The Board sets out the following when establishing a working group: Formation for a definite period. No delegated or mandatory tasks and powers. No assistance from advisers. No separate budget. 4 A working group reports to the Board on its work at the end of its assignment, and at least once a year. ARTICLE 10 FINANCIAL COMMITTEE 1 The Financial Committee is a committee formed for an indefinite term by the General Assembly, which also appoints the president and members of the committee. The Secretary-General has the authority to attend the meetings of the committee. 2 The committee: Assesses the budget and annual accounts of FIFPro submitted to the committee in draft, and issues a written recommendation to the General Assembly. This recommendation is added to the documents for the General Assembly. Investigates and assesses whether the affiliated Players Associations meet the criteria for receiving the contributions for the logo and solidarity, and imposes the relevant penalties. Evaluates applications from FIFPro members for projects to professionalize the affiliated Players Associations and assesses the interim reports and concluding report on these projects. The committee develops the assessment criteria to be observed. The affiliated Players Associations make all information available on request. Provides the Board of FIFPro with solicited or unsolicited advice on the financial policy to be pursued and other financial matters. Is authorised to carry out an investigation into the legitimacy of expenditure and the correctness of information provided to FIFPro by the affiliated Players Associations in accordance with the Articles of Association and regulations. Section 3 Financial housekeeping ARTICLE 11 FINANCES 1 The financial housekeeping of FIFPro is kept in United States Dollar (US$) currency. The exchange rate risk lies with the Players Associations. 2 The Board safeguards the future performance of tasks by creating adequate reserves. Reserves can be invested in deposits, real estate, stocks or other securities. 3 The Board draws up standing orders for the financial housekeeping of committees. 4 The Secretary-General may give instructions supplementary to the standing orders. 5 Travel and accommodation expenses for attending Board meetings and committee meetings, and for attending meetings approved by the Secretary-General, will be reimbursed by FIFPro in accordance with the relevant standing orders. 6 The expenses referred to in paragraph 5 are claimed by completing a FIFPro expenses form, accompanied by bills and boarding passes or tickets. 7 The Board submits the draft versions of the budget and annual accounts to the Financial Committee in good time. 8 FIFPro only makes payments to full members, associate members and candidate members into bank accounts in the name of the relevant Players Association. FIFPro is entitled to open a bank account in the name of a full member, an associate member or a candidate member. 9 The Board sets out the conditions for and the distribution of solidarity payments to the members. ARTICLE 12 FUNDS 1 The Board may decide to establish funds within the objectives of FIFPro and takes advice from the Secretary- General for this purpose. 2 The Board sets out the following when establishing a fund: The objective of the fund. The income and size of the fund. The management of the fund and the financial reporting. 14 FIFPRO ARTICLES AND PROTOCOL

15 The manner in which subsidies or loans will be granted. The conditions and assurances that a member, candidate member, associate member or observer should provide. All other stipulations that the Secretary-General considers appropriate. 3 FIFPro has at least the following funds at its disposal: A fighting fund for conducting legal proceedings. A social fund from which members projects are financed from solidarity payments not made. A structural development fund, dedicated to setting up Players Associations in countries where there is no FIFPro member yet. A schooling and professionalization fund to advance the functioning of members of the constituent bodies of the FIFPro and the management of affiliated players associations. A hardship fund to assist players who are experiencing serious financial or social problems. A social advisory fund to assist and train (former) players (or to arrange for this to be done) to increase and strengthen their career opportunities in society during and after their football careers. A FIFPro new structure fund, which fund contributes to giving a more concrete shape to the new structure of the FIFPro. Section 4 Other provisions ARTICLE 13 PROTOCOL The Board decides in cases where the interpretation of the provisions of this Protocol is at issue. The Board informs the next General Assembly of its decision. ARTICLE 14 WORKING LANGUAGE 1 The official working languages of the General Assembly are French, English and Spanish. FIFPro provides interpreters for these languages and translations of relevant documents. 2 The working languages of the Board meetings and other relevant gatherings are French, English and Spanish. ARTICLE 15 BINDING TEXT The legally binding text is the English version of the Protocol. 15 FIFPRO ARTICLES AND PROTOCOL

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