EPSM Rules and Regulations
EPSM Bylaws (Status: 04. April 2005)

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.

EPSM Membership Fee Rules (Status: 01. January 2024)

EPSM Membership Fee Rules
Status: 01 January 2024
For all EPSM members, the following rules do apply:
  1. The annual membership fee is Euro 1 600,- for a full year and in case of new members proportional Euro 133,33 per month for each started month of the membership.
  2. The annual membership fee will be due for all members that are voting or non-voting members effective on 1st January of each year.
  3. For members that cancel their membership during a year, the full annual membership fee will still be due. There will be no refund and no proportional calculation of the membership fee

    Only in case of cancellation of a membership and financial hardship of the former member (like high costs for closing a business), the former member can apply in writing to the EPSM board for a waiver of the outstanding membership fee. Two members of the EPSM board will decide on giving this waiver and will inform all members.
  4. The membership fee will be invoiced in January of each year. The due date will be app. 4 weeks after the invoice date and will be printed on the invoice.
  5. All changes to a member’s billing information, especially any changes in the billing address or contact person, have to be send without delay by the member to office@epsm.eu .
  6. In case a member needs a “Purchase Order number” or similar item on the invoice, the member has to send this number by e-mail to office@epsm.eu until Dec 15th of the preceding year.
  7. The membership fee is payable in full amount the Euro account of the EPSM. In case of non-Euro credit transfers, the sender has to pay the transaction cost (e.g. SWIFT cost option for the sender: “OUR”).
  8. The membership fee is a “true membership fee” according to EU and German tax laws. It will be invoiced without VAT.
  9. According to the bylaws of EPSM, membership is continuously valid. Therefore, an active, written cancellation (by paper, fax, or scanned pdf-file per email) is needed to cancel the EPSM membership.
  10. In case an EPSM membership invoice will not be paid in time, a typical collection process will be started: 1st step: an e-mail-based “Informal Reminder”, 2nd step: a paper-based “First Formal Reminder”, 3rd step: a paper-based “Second Formal Reminder” 4th step: a paper-based “Third and Last Formal Reminder”, as final step by decision of the EPSM board: exclusion from the EPSM according to the bylaws, afterwards optional transfer to a professional collection specialist.
New membership fee approved at the EPSM Annual General Meeting, Frankfurt, 29th June 2023.

Guidelines for the Admission of new Members (Status: 05. August 2008)

Guidelines for the Admission of new Members
Status: 05 August 2008
The EPSM is an interest representation for "European Payment Service providers for Merchants."

In order to keep the focus, the following criteria shall be applied by the EPSM board (that is the EPSM Executive Committee, or “Vorstand”; in the following: the EPSM board) for the acceptance of new members:
  1. Potential new members shall have an essential direct or indirect business interest in providing commercially successfully payment services to merchants in Europe.
  2. For voting members, the fulfilment of point 1 shall regularly be assumed if the published annual report shows for more than 50% of sales revenues with payment and supporting services for merchants in the area of the European Union (EU) and European Free Trade Area (EFTA).
    If the annual report is not published in this detail, the EPSM board may decide to accept a written certification that more of 50% of or sales revenues in the last financial year have been generated with payment and supporting services to merchants.
  3. For non-voting members, the fulfilment of point 1 shall regularly be assumed for:
    • terminal manufacturers for current voting EPSM members,
    • payment processors for current voting EPSM members, and
    • payment schemes for current voting EPSM members,
    • deposit taking credit institutions with significant business in payment services for merchants or supporting services as long as the EPSM representatives belong to the organisational units that are responsible for providing these services
    if the at least one current voting EPSM member endorses the application by E-Mail, Fax or Mail.
  4. For non-voting members, the fulfilment of point 1 shall regularly be not assumed for applicants, whose main business activities are:
    • consultancy,
    • issuing for cards, or
    • merchant business.
  5. In any doubtful cases, the board shall decide. Any negative decision by the board may appealed by the applicant at the yearly Annual General Meeting to all voting EPSM members, which can decide ultimately by majority voting upon the application.

EPSM Logo and Trademark Policy for EPSM Members (Status: 21 Dec 2020)

EPSM Logo and Trademark Policy for EPSM Members
Date: 21 December 2020
  1. EPSM holds a German word trademark, registered at the official DPMA register with register number 305 78 116 and a Benelux word trademark registered at the official BOIP register with register number 818 428. The logo of EPSM is not officially registered, but standard copyright does apply.
  2. Based on this background, EPSM grants a revocable right to all EPSM Members to use free of charge the enclosed EPSM logo and EPSM word trademark for their internal use, their online publications and in printed publications for the purpose to indicate and highlight their membership in EPSM.
  3. This right cannot be transferred to other legal entities without permission of EPSM. In case a member behaves within or outside the association in a manner which damages the purposes or the reputation of the association, EPSM can withdraw this right for individual members at any time based on a decision of the EPSM board by e-mail to the EPSM member and with setting an appropriate notice period for ending the use of the EPSM logo and EPSM trademark.
  4. Equivalent to the bylaws of EPSM for members, this policy is based on German law, especially German copyright and trad mark law does apply exclusively. Location for any potential legal disputes is Munich, Germany.
  5. This Policy can be changed by a majority decision of the EPSM board, e.g. based on suggestions by EPSM members or other market participants, and followed by e-mail communication to all EPSM Members with a usual subsequent implementation period of 4 weeks.
Munich, 21 December 2020
The EPSM Board

Appendix:

- EPSM Logo:

Guideline for the Advisory Council to the EPSM Board (Status: 02 Feb 2021)

EPSM Advisory Council to the EPSM Board: Guidelines
1. Purpose
  • The Advisory Council to the EPSM Board (in the following also “AC”) shall advise and assist the EPSM Board and the other EPSM Team members in improving EPSM ́s operational activities, meetings, acquisition of new members and general strategic direction.
  • The AC can prioritize topics to keep EPSM’s focus and avoid overburdening EPSM with too many topics according to the motto: “What matters most in the world of “payment service providers for merchants”.
  • Especially, the AC can suggest and approach speakers for EPSM Meetings or potential new members.
  • The AC members may also seek feedback from members and external contacts for these purposes.
2. Composition
  • The members of the AC are nominated based on a prior written application (also by email) by a majority decision of the EPSM board. This can be done by email, webconference or telco.
  • The members should be present or former named representatives of present or past EPSM members with an active interest in EPSM and the business of its voting members.
  • The AC is not related to EPSM’s optional formal “Advisory Board” according to the EPSM bylaws.
  • The AC shall consist of 2 – 20 members.
  • The membership is personal and not remunerated, On request, moderate expenses can be reimbursed by EPSM after a decision by the EPSM Board.
  • Members must update any new contact data to the EPSM Board in writing without undue delay.
3. Option for self-organization:
  • The AC may nominate internally and elect a speaker and a deputy speaker who organizes meetings or discussions, andmay organize its own internal organization.
  • The work of the AC shall be usually achieved by consensus, but it shall also possible to decide by simple majority voting of all AC members.
  • The meetings may be held online, using e.g. EPSM’s webconference or teleconference infrastructure. A brief protocol shall document the participants and the outcome of each meeting.
  • All communication and meetings must be conforming with competition and other relevant compliance rules.
  • Upon request by the AC, the EPSM board will set up an e-mail group ac@epsm.eu, and a closed Linkedin-Group “EPSM-AC (internal”) to ease communication within the AC.
4. Time limit:
  • The membership is permanent but must be reconfirmed to the EPSM Board in writing each two years. In case of no reconfirmation, membership shall end after another 6 months.
  • The membership in the AC can also end by written cancellation by a member, by a termination decision of the EPSM Board or ends automatically 6 months after the last active, recorded participation in the AC.
5. External representation:
  • The AC is an EPSM-internal group, without any formal rights under the EPSM bylaws.
  • AC members can act on behalf or in the name of EPSM only after approval by the EPSM Board
6. Legal provision, Change of these Guidelines:
  • These guidelines are subject to German law, place for any potential legal disputes is Munich, Germany.
  • The term “in writing” includes also communication by e-mail or SMS.
  • These guidelines have been set by the EPSM Board and can be updated or changed at any time by written decision of the EPSM Board (with majority voting) with subsequent e-mail communication to the AC members.
EPSM Board, 02 February 2021