Statutes
1
Name, Seat, Register of Associations
1.1 The name of the association is the:
European Association of Payment Service Providers for Merchants
1.2 The association must be entered in the register of associations. After the
registration, the abbreviation "e.V." (eingetragener Verein; engl. registered
association) will be added to its name
1.3The association is located in Munich.
2
Purpose
The purpose of the association is to represent the interests of European companies
providing payment services or services for payment service providers for merchants. In
these statutes, all companies which are not a bank or payment service provider are
referred to as merchants.
3
Executive Committee
3.1The Executive Committee consists of the chairperson, his deputy and the
treasurer. A general meeting of the members may elect two more members as committee members.
3.2Unless otherwise agreed to the contrary, the deputy chairperson has the same
authority as the chairperson, if the chairperson is absent.
3.3The Executive Committee is elected by a general meeting of the members for a
period of two years. At all events they will remain in their office until a new election
takes place. If a committee member leaves the Executive Committee before the
end of his/her term of office, a new member will be elected until the end of the
regular term.
3.4The Executive Committee will pass decisions according to a majority of the
members present. If the votes are tied, the chairperson will have the casting vote.
Decisions via telecommunication are permitted, if all members of the Executive
Committee participate.
4
Accounting
4.1The treasurer, and thus the Executive Committee, is responsible for maintaining
correct accounts. The financial year is the calendar year.
4.2The annual accounts shall be produced by April 30th every year, at the latest, and
submitted to the Executive Committee. It shall be audited by June 30, at the latest,
by one or several auditors who are elected by the general meeting of the
members. Each member shall have access to the auditor`s reports.
5
Representation
5.1The association is represented jointly by two committee members. If two further
committee members have been elected, one of them shall act as chairperson,
deputy chairperson or treasurer.
5.2If there is only one committee member, then this member has the power of sole
representation of the association.
5.3There is no prohibition of multi-representation.
6
Membership
6.1All companies, regardless of their legal form, whose payment services or services
for payment services provided for merchants within the Single European
Payment Area amount to more than half of their turnover, can become an ordinary
member of the association.
6.2An application for membership must be made in writing, with proof of registration in
a commercial register and a short company profile being attached to the application.
The application to become an ordinary member shall be accompanied by the
assurance that, during the elapsed financial year, payment services or services for
payment services provided for merchants amounted to more than half of the
turnover within the Single European Payment Area. A provisional decision
regarding whether membership will be granted or not will be made by the
Executive Committee. The final decision will be taken in the course of the following
general meeting of the members. There is no right to membership. There is no
right to vote before the decision by the general meeting has been taken.
6.3At the beginning of each year, ordinary members shall pay a membership fee
determined by the general meeting of the members.
6.4Companies which are in the same branch of business (e.g. producers of
terminals), or companies whose turnover with merchants has not met the criterion
referred to in 6.2, can be granted membership as extraordinary members on the
condition that they have been expressly recommended by at least two ordinary
members. Extraordinary members are not required to attach the assurance
referred to in 6.2 (2nd sentence) when submitting their application. Otherwise the
regulations on membership for ordinary members shall apply accordingly.
6.5Extraordinary members have no right to attend the informal meetings mentioned in
7.5, unless the Executive Committee invites them expressly. Extraordinary
members will pay an annual fee which shall be agreed with the Executive
Committee.
6.6If a member is in arrears by more than one annual fee, the Executive Committee
may cancel this member from the membership list.
6.7A resignation letter is possible at any time and shall be made in writing. There will
be no refund of fees already paid.
6.8A member can be dismissed from the association by the Executive Committee, if
this member behaves within or outside the association in a manner which
damages the purposes or the reputation of the association.
6.9An extraordinary membership can be terminated by the Executive Committee to
take effect at the end of any year without giving any reasons.
7
General meetings of the members
7.1A general meeting of the members shall be convened by the Executive Committee,
as required, and this will be at least once a year. This does not affect legal
regulations concerning the right to convene the general meeting of the members.
7.2Invitations must be made in writing and sent to the members. Invitations sent to the
latest known address shall be considered to be in accordance with these statutes.
Invitations shall be dispatched at least two weeks in advance, enclosing the
agenda.
7.3The general meeting will be chaired by the chairperson. The chairperson shall
ensure that decisions are recorded in the minutes, and he shall sign the minutes
when completed. Each member shall have access to the auditor`s reports.
7.4Only ordinary members who have declared by June 30 that during the elapsed
financial year, their payment services or services for payment services provided
for merchants within the Single European Payment Area amounted to more
than half of their turnover, have a vote. At the request of the Executive Committee,
a proof by an auditor of the company may be required. Members who are in
arrears with their annual fee for the current year or for previous years do not have
the right to vote.
7.5The Executive Committee may hold informal meetings of the members.
7.6The general meetings of the members and the informal meetings shall be held in
turn in the premises of the member companies or shall be organized by them. The
Executive Committee is authorised to decide whether the association will bear all
or part of the costs arising from the organization of such meetings.
8
Advisory Council
8.1The general meeting of the members may elect an Advisory Council, consisting of
up to five members. The term of office of the members of the Advisory Council
corresponds to that of the Executive Committee.
8.2As required, the Advisory Council shall be convened by the chairperson, who also
chairs the meetings.
8.3The Advisory Council shall advise the Executive Committee.
9
Dissolution of the association
9.1The dissolution of the association requires a majority decision of the general
meeting of the members, as prescribed by the statutes. Several liquidators will
jointly represent the association. Otherwise the regulations concerning the
Executive Committee shall apply accordingly.
9.2In the event of the dissolution of the association, the association`s assets will be
transferred to the ordinary members in equal parts.
10
Final Provisions
10.1 All declarations, invitations and messages may also be communicated by other
means of telecommunication, as long as they are delivered in a form (e.g. fax,
e-mail) which can be retained on a permanent data storage medium and the
consignee is in agreement. By indicating the relevant address data, e.g. in his/her
letterhead, a consent on the part of the consignee shall be considered to be given.
10.2The working language within the association is English. The use of other
languages requires the consent of the participants.
- END OF STATUTES -
Translated by Margit Sies, state certified translator, sworn by the Munich Regional Court.
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