NAME

Article 1

The Foundation shall be called the European School Heads Association, Association Européenne des Chefs d’Etablissement. The acronym shall be ESHA.

REGISTERED OFFICE

Article 2

The Foundation, following the Dutch law, shall have its registered office in NL-Utrecht.

PURPOSE

Article 3

The aims of the Foundation are:

• To influence European educational policy.
• To be a vehicle for relevant European programmes
• To sustain the various member organisations
• To improve the quality of European school-leadership.
• To seek to extend its professional influence in the rest of the world.

MEMBERSHIP

Article 4

1 National associations representing secondary and primary school heads and deputy heads in any of the European member countries are eligible for affiliation to ESHA.

2 If a country has more than one organisation of head teachers, these organisations together form the National ESHA Centre (NEC). The NEC functions as a national point of co-ordination.

3 The co-ordinator is the first to represent his or her country in an external ESHA meeting (not being a formal General Board), if only one representative per country is invited.

4 The organisations co-operating in the NEC decide themselves how to organise the NEC, and how to appoint their representative.

TERMINATION OF MEMBERSHIP

Article 5

1 Affiliation may be terminated by:

• Resignation by the affiliate organisation.
• Expulsion or cancellation of an affiliate organisation’s “membership” by the European General Board. This may be the case when a member no longer meets the requirements laid down in the statutes.

2 Cancellation of an organisation’s membership can occur at the discretion of the European General Board.

3 The resignation of a member organisation or cancellation of the membership by ESHA will only take effect at the end of the Foundation’s year, and only when due observance of a four week's notice.

4 The annual membership fee must be paid in full even if membership is terminated in the course of a Foundation year.

ASSOCIATE MEMBERSHIP

Article 6

1 An organisation not being a school leaders association, but that agrees with the aims of ESHA, can become an associate member at the discretion of the Executive Board.

2 An associate member is entitled to receive the ESHA public statements, to participate in the ESHA website and to be invited to the ESHA conferences and to other activities at the discretion of the Executive Board.

3 An associate member is no part of the General Board and has no voting rights.

4 An associate member pays a yearly fee, to be set by the General Board.

ANNUAL CONTRIBUTIONS

Article 7

1 Member organisations will be obliged to pay an annual contribution that will be determined by the European General Board on a yearly basis.

2 The Executive Board has the right to make special arrangements with associations with serious difficulties in paying their annual subscriptions. On the first occasion, this can be done by the Executive Board, after which the European General Board has to decide about the matter.

THE EUROPEAN GENERAL BOARD (GB)

Article 8

1 The European General Board shall be composed of members appointed by their organisations and normally be a school head or deputy head.

2 Every European General Board member will serve a maximum term of 4 years, at the end of which he or she is eligible for re-election/appointment by his or her organisation. This term can be exceeded, if a member is elected to the Executive Board.

3 Each organisation shall be represented on the European General Board.

4 At the end of the year of his or her retirement, a serving European General Board member's term will end.

THE EXECUTIVE BOARD (EB) AND OFFICERS

Article 9

1 The Executive Board consists of five members: the European President (EP), either the President Elect (PE) or the immediate Past-President (PP), the General Secretary (GS), the Treasurer (T), and one Member (M). All EB members are directly elected in their respective functions by and from the European General Board members. After his or her term the European President will be automatically succeeded by the President Elect, and will serve as the immediate Past President.

2 The European President, the General Secretary and the Treasurer will serve a term of not more than 2 years.

3 The President Elect, the Past President and the Member will serve a term of 1 year.

4 At the end of the year of his or her retirement, a serving Officer’s term will end.

5 Only the Secretary General and Treasurer can be re-elected by the European General Board for a second term.

6 During Executive Board meetings, each Board member will have one vote. Resolutions will be passed by a simple majority. The President will have a casting vote.

7 The General Secretary will keep the minutes during each EB or GB meeting, which will be signed by the President and the General Secretary.

8 The Executive Board is always responsible to the European General Board.

EUROPEAN GENERAL BOARD (GB) - rights and duties

Article 10

1 As specified in the statutes, the European General Board will be responsible for conducting and overseeing the general business of the Foundation.

2 The European General Board has the right to appoint Steering Committees to carry out specific duties or projects. These Steering Committees are ultimately responsible to the Executive Board.

3 During European General Board meetings, each Board member has a weighted vote, depending on the membership of his or her organisation.

• Any organisation with a membership number below 1.001 natural persons has one vote.
• Any organisation with a membership above 1000 and below 10.001 natural persons has two votes.
• Any organisation with a membership above 10.000 natural persons has three votes.

4 A proposal needs the majority of the weighted votes of the organisations and the majority of the NEC’s . Resolutions will be passed by a simple majority. The President will have a casting vote.

5 The European General Board is authorised to conclude contracts to purchase, dispose of or mortgage real property, to conclude contracts whereby the Foundation is committed to act as a guarantor or per capita joint debtor, to act on behalf of third parties, or to provide a guarantee for the debt of third parties. Absence of such approval can be appealed by and against third Parties.

6 Without prejudice to that which is laid down in the last sentence of sub 3, the Foundation is represented in and out of court by the European General Board or the President together with the General Secretary.

SECRETARIAT

Article 11

The European General Board can authorise the appointment of a European technical Secretariat who will carry out tasks assigned by the Executive Board.

ACCOUNTABILITY AND ANNUAL REPORT

Article 12

1 The Foundation’s year starts on the first of January and ends on the thirty-first of December.

2 The European General Board is obliged to keep records of the financial position of the Association in such a way that details of its rights and obligations are available at all times.

3 At the end of every financial year the accounts of the Foundation must be closed. The Treasurer is obliged to prepare a report on the remaining balance, credits and debts, which should be presented to the European General Board and signed by two European General Board members, within six months of the end of the financial year.

AMENDMENTS OF THE STATUTES

Article 13

1 The Statutes of the Foundation may only be amended by a resolution of the European General Board, at a meeting that has been set up with advance notice that an amendment to the Statutes will be proposed. Whoever arranges the European General Board meeting to discuss a proposed amendment of the Statutes, must send a copy of the proposal in question to all European General Board members at least one month beforehand.

2 A resolution to amend the Statutes requires at least two-thirds of the weighted votes and two-thirds of the NEC’s cast at a meeting where at least two-thirds of the members of the European General Board and two-thirds of the NEC’s are present. If fewer than two-thirds of the European Board Members or fewer than two-thirds of the NEC’s are present or represented, then a second meeting shall be arranged within eight weeks, at which a resolution with respect to a proposal that was raised at the previous meeting, may be adopted, regardless of the number of members of the General Board present, provided that it is supported by at least a two-thirds majority of the votes cast or fewer than two-thirds of the NEC’s.

3 Representation in writing is not possible.

4 An amendment to the Statutes shall only take effect after its incorporation in a notarial deed. Each member of the Executive Board will be empowered to have such a deed drawn up.

DISSOLUTION

Article 14

1 The Foundation can be dissolved by a resolution of the European General Board according to the conditions stipulated in Article 13.

2 After settlement, any assets shall, as far as possible, be used in accordance with the objectives of' the Foundation.