Statute of the Club Climate Europe (Alfa)

ASBL

Article 1
NAME
The name of the Organization shall be “Club Climate Europe”. Abbreviation CCE. Legal form – ASBL, association sans but lucrative.
Article 2
ADDRESS
The official address of the Organization is: Rue Des Deux Eglises, 1210 Brussels, Belgium or such other address as may be determined by the Executive Committee from time to time.
Article 3
MISSION STATEMENT
The Club Climate Europe (further – Club) is primarily the Transatlantic Group of Climate Analytics, which aims to foster the Transatlantic climate and energy cooperation between European Union and United States of Amerika. Other countries, organizations, and individuals, outside of the Transatlantic group, first from India-Pacific’s, are welcomed to join if they assign to fruitful cooperation to foster the joint work with positive contributions. The mission of the Club is to foster the global climate and energy transition for the carbon emissions neutral world, while contributing also to the biodiversity loss, circular economy, digital transition, sustainability, geopolitics, socio-economic development of the countries, equality, inclusiveness, peace, and democracy. The Club seeks to enhance the efficiency and implementation of green transition projects on various scales in different industries covered by climate goals. The Club aims to work in a collaborative framework to develop solutions to tackle peculiar issues pertaining to climate change, for applying critical and creative problem-solving methodologies to cement sustainability centered thinking. It also aims to connect with stakeholders and practitioners based on climate finance, climate security to bring about social innovation for combating climate change and objectively encourage businesses to invest in green transitions. Through multi-stakeholder engagement, the Club wishes to chart out a decarbonization trajectory and advocate for strong climate policies. It also endeavors to establish sound communication channels, public relations portfolio for effective coordination amongst sector specific experts taking on issues of climate change through means of research, education, and consultancy. The Club will act and function as a holistic forum for discussing climate boundaries, harmonization of national laws on combating change and envision creation of diverse databases for calculating carbon footprints of countries. Its thrust shall be developing cost effective climate models to study material consumption, carbon footprints, overcoming challenges to climate neutrality and processing data analytics for smooth implementation of the Paris agreement goals. The Club does not aim to become an elite establishment and will be open to all willing to work for climate.
Article 4
OBJECTIVES
The organization shall have the following objectives:
  • To become a leading non-political and non-partisan global institute for climate and energy analysis,
  • To provide, encourage and promote research in climate and energy studies,
  • To provide state-of-the-art user-friendly climate analytical tools,
  • To provide climate education, based on specially designed courses for individuals and executives,
  • To run advocacy, based on incorporating green investment tools into the economy, to promote sustainability and carbon neutrality,
  • To raise public and private awareness about climate and energy transition, and climate analytics,
  • To bring the Club to the notice of countries, local administrations and authorities, international organizations, and other agencies,
  • To strengthen Transatlantic and Indo-Pacific cooperation with focus on climate and energy transition,
  • Through exemplary work and cooperation, to facilitate the spread of European and Transatlantic values of peace, multilateralism, and humanity, across the globe,
  • To raise funds through subscriptions or otherwise for all the purposes and objectives of the Club in such amounts and in such manner as may be authorized by the Executive Committee,
  • To work with any national/international Organization/s whose aims are like those of the Club,
  • To do all that is conducive to the attainment of the above objectives.

Article 5
GENERAL POLICY
5.1.      The Organization shall be autonomous and voluntary.
5.2.      The Organization shall be non-profit making and any excess funds received or generated from its activities must always be reinvested in the same Organization.
5.3.      The accounts of the Organization shall be reviewed or audited and published on a yearly basis, subject to company tax regulations operative in Belgium.
5.4.      Provided its autonomy is not affected, the Organization may collaborate with other entities on a national, regional, or international basis to further its aims.
5.5.      The Organization shall not have any political or trade union affiliation and it shall not indulge in party politics.
5.6.      All prospective Members and Associate Members of the Organization shall have access to the statute of Organization upon demand. Prospective Members will be required to state that they are aware of the objectives of the Organization.
Article 6
STRUCTURE AND MEMBERSHIP
6.1.    The Club is a two-CEO organization. It has the Board of Trustees, which is the supervisory body, and the Executive Committee, which is the executive body.
6.2       All persons above 18-year age, without the prejudice to gender, rase, nationality political views (except radical extremist and terrorist parties), disability are eligible to become Members of the Organization with full voting rights.
6.3       The Affairs of the Organization, in all matters not in these rules reserved for the Organization in General Meeting, shall be managed by the Executive Committee of the Organization. Provided that the Executive Committee shall have, as its primary function but not limited to, the management and allocation of the proceeds of all fund-raising activities.
6.4.      The Executive Committee shall consist of up to 15 Members of the Organization who shall be elected every two and half (2,5) years at a General Meeting of the Organization. At the expiration of the term the Executive Committee shall go out of office, however Members of the Executive Committee are eligible for re-election.
6.5       A new member who wishes to form part of the Executive Committee should be a fully subscribed Member of the Organization for at least six (6) months, otherwise said person can be co-opted and then becomes a full voting Member of the Executive Committee at such a date as the Executive Committee sees fit.
6.6       In order that a vote can be taken during a meeting of the Executive Committee, a minimum of a half plus one of members must be present and vote.
6.7       In the event of the resignation (or termination from post for other reasons) of an Executive Committee Member, the Executive Committee will co-opt another member/s to take his/her place. The other official Members of the Executive Committee will pass a vote as to who will be co-opted during a committee meeting.  Any Member so appointed shall retain his office only until the next General Meeting, but he shall then be eligible for re-election.
6.8       Any Member not attending the Executive Committee meetings for five (5) consecutive times without a very valid reason will automatically have to step down. This will guarantee the continuity of the work of the Executive Committee.
6.9       The elected members of the Executive Committee will elect a President/s, a Secretary General, and a Treasurer from amongst them.
6.10     The Executive Committee shall be elected to office for a period of 5 years by secret ballot, electing those Members obtaining the highest number of votes.
6.11     No person who is not a Member of the Organization shall be eligible to hold office as a Member of the Executive Committee.
6.12     Nominations for the Executive Committee must be submitted on the appropriate official forms fourteen (14) days prior to the General Meeting.   In the absence of prior nominations reaching the Executive Committee on the appropriate date, the outgoing Executive Committee may invite nominations from the floor on the day of the Annual General Meeting.
6.13. The Board of Trustees is elected by the General meeting, first time – by the Executive Committee of founders, each 5 years, ones renewable.
6.14.  The Board of Trustees can have up to 10 members, from outside and inside of the Club.
6.15. The Chairman of the Board of Trustees is elected for 5 years period, renewable, by the General meeting, first time – by the Executive Committee of the founders.
6.16. The board of Trustee has the following powers:
  • Motivating the nonprofit to reach its goals,
  • Ensuring that the organization is adhering to laws and strong ethical standards,
  • Developing the organization’s reputation,
  • Acting as a liaison between the organization’s leadership and donors,
  • Assisting in strategic planning.

Article 7
POWERS OF THE EXECUTIVE COMMITTEE
7.1       The business of the Organization shall be managed by the Executive Committee which may pay all such expenses, preliminary and incidental to the promotion, formation, establishment, and registration of the Organization as they deem fit.
7.2.      Legal representation of the Organization shall vest in the President.
7.3.      No regulation made by the Organization in a General Meeting shall invalidate any prior act of the Executive Committee which would have been valid if such regulation had not been made.
7.4.      The Members for the time being of the Executive Committee may act notwithstanding any vacancy in their constitution.
7.5       The Executive Committee is authorized to consult and seek the advice of any Associate Member of the Organization with the aim of improving the welfare or condition of both its members and the Organization itself.
7.6       The Executive Committee is authorized to appoint an External Advisory Board to support it in its role.
7.7.     The members of the Executive Committee automatically become the Directors of the organization.
7.8.      All founders of the organization form first Executive Committee.
7.9.   The Executive Committee appoints the Secretary General and Treasure of the organization for the term of its operation.
Article 8
 PRESIDENT
8.1       The President or Presidents of the Club have an overall representative power, but without the legal representation of the Club.
8.2       The Executive Committee will also elect from among its members the Vice-Presidents and may determine for what period they are to hold office. The Vice-Presidents will preside on the Executive Committee and will legally represent the Club with full powers in the absence of the President. The legal representation needs the written authorization, signed by the President, or in case of the force majeure (e.g. terminal illness, hostage, etc.) of the President – by all members of the Executive Committee.
8.3.      The Executive Committee may remove any Vice-President/s in which case he/she shall remain a Member of the Committee.
8.4       The members of the Executive Committee are paid their salaries, based on the rates defined by the General Assembly, if the budget of the organization allows so.
SECRETARY GENERAL
9.1       The Secretary General shall be elected at the General Meeting. The Secretary General will be the legal representative of the Club and be responsible for the day-to-day management of the organization, all the secretarial and administrative work of the Executive Committee.
9.2       The Executive Committee may elect from among its members an Assistant Secretary General to assist the Secretary General as necessary. 9.3       The Secretary General and his/her assistant shall undertake such functions in respect of the Organization as the Executive Committee may determine from time to time.
9.4.    The Secretary General, upon consensus agreement of the Executive Board, may hire the personnel for the Secretariat.
Article 10
TREASURER
10.1     The Treasurer shall be elected at the General Meeting. The Treasurer will be responsible for all the Financial and Accounting work of the Executive Committee.
10.2     The Executive Committee may elect from among its members an Assistant Treasurer to assist the Treasurer. Any Assistant Treasurer so appointed by the Executive Committee may also be removed by them, in which case however he/she shall remain a member of the Executive Committee.
  • The Treasurer and his/her Assistant shall undertake such functions in respect of the Organization as the Executive Committee determines from time to time.
Article 11
DISQUALIFICATION OF MEMBERS OF THE EXECUTIVE COMMITTEE
11.0     The office of an Official Member of the Committee shall be vacated:
(a)        If he/she ceases to be a member of the Organization.
(b)       If by notice in writing to the Organization, he/she resigns his/her office.
(c)        If he/she is removed from office by a resolution duly passed pursuant to Clause 12.1 of this Statute.
Article 12
SUSPENSION
  • The Organization may by a resolution taken at an Extraordinary General Meeting remove any Member of the Executive Committee before the expiration of his/her period of office if he/she is guilty of repetitive disruption of meetings, hinders the function of the Organization or breaks the confidentiality and trust of other Members.
  • The Organization may by the same or another resolution appoint another Member in his/her stead; but any person so appointed shall retain his/her office so long only as the Member in whose place he/she is appointed would haveheld the same if he/she had not been removed.

Article 13
PROCEEDINGS OF THE EXECUTIVE COMMITTEE
13.1.    Subject as hereinafter provided, the Executive Committee may meet for the dispatch of business, adjourn, and otherwise regulate their meetings as they think fit. The Executive Committee shall meet at least once every two weeks.
13.2.    The quorum necessary for the transaction of the business of the Executive Committee shall be 50%+1 of the number of members on the Executive Committee as indicated in Article 6.5 of this statute provided that if no quorum is present within half an hour from the time appointed for the meeting, the meeting shall be adjourned to another day within one week.
13.3     Matters decided at any meeting of the Executive Committee shall be decided by a simple majority of votes. In case of an equality of votes, the President of the meeting shall ask for a re-vote. In the event of an equality of votes on the revote, the President of the meeting shall have a casting vote.
13.4     On the request of the President or his/her Vice-President, the Secretary General shall, at any time, summon a meeting of the Executive Committee by notice (stating the time and place of such meeting) served upon the several members of the Executive Committee giving a notice of at least five working days. Any accidental failure to give such notice to any member of the Committee entitled thereto shall not invalidate any of the proceedings of such meeting so long as a quorum is present there at.
13.5     A meeting of the Executive Committee at which a quorum is present shall be competent to exercise all the authorities, powers, and discretion by or under the regulations of the Organization for the time being vested in the Executive Committee generally.
13.6     The Executive Committee may delegate any of its powers to sub committees consisting of such member or members of the Executive Committee or of such other persons as it thinks fit, and any subcommittee so formed shall, in the exercise of the powers so delegated, conform to any regulations imposed on it by the Executive Committee.
13.7     The Executive Committee shall cause proper minutes to be made of all appointments of officers made by the Executive Committee and of the proceedings of all meetings of the Organization and of the Executive Committee and of sub committees of the Executive Committee.
13.8     All business transacted at such meetings, and any such minutes of any meeting, if purporting to be signed by the President and Secretary of such meeting, or by the President and Secretary of the next succeeding meeting, shall be sufficient evidence without any further proof of the facts therein stated.
Article 14
  SUBSCRIPTIONS, FINANCES AND ACCOUNTS
14.1.    (a)     Applications for membership shall not be considered unless accompanied by the subscription fee.
(b)    The subscription fee shall be payable yearly in advance and shall fall due as determined by the Executive Committee.
(c)     If the subscription falls due and a Member has not yet paid the previous year’s4subscription, he/she shall not be entitled to vote in the next General Meeting.
(d)    Any Member who resigns or forfeits his membership shall on rejoining be liable to pay a readmission fee equivalent to one year’s subscription.
14.2 The funds of the Organization shall also be collected from voluntary contributions, donations or grants by Members, benefactors, EU institutions, USA Administration, other countries, any other institutions, and from fundraising activities.
14.3  The funds of the Organization shall be deposited in bank accounts of a reputable local bank in the name of the Organization and the authorized joint signatories for operating such accounts shall be the President, the Secretary General and the Treasurer. The signature of the Treasurer and one other signature of the President or Secretary General will suffice.
14.4.    The Treasurer shall keep such proper books of accounts as will enable him/her to present at every General Meeting of the Organization, or at any other time if required (on reasonable notice to him/her) by the Executive Committee, an accurate report and statement concerning the finances of the Organization.
Article 15
GENERAL MEETINGS
15.1     An Annual General Meeting of the Organization shall be held in every year. Notice of the day and time of the Annual General Meeting shall be given to each member at least fifteen (15) working days before such day.
15.2     Other meetings of the Organization may be summoned by the Executive Committee and shall be so summoned immediately upon a request in writing signed by at least ten per cent of the Members.
15.3     At any meeting of the Organization every member of the Organization shall be entitled to be present, and every Member shall be entitled to one (1) vote upon every matter raised. In the case of equality of voting, the President of the meeting (who shall be the outgoing President of the Executive Committee) shall have a second or casting vote. The Secretary General shall take minutes of the proceedings at all General Meetings of the Organization.
15.4     The Secretary General shall present the Annual Report of the Organization to the Annual General Meeting.
15.5.    The quorum for the Annual or any Meeting shall be fifty per cent plus one (50% plus 1) of the general membership. In the absence of such quorum, the Meeting shall be held, with the same agenda, thirty minutes later and all decisions taken shall be binding on the Organization as a whole.
15.6.    The auditors or reviewers of accounts shall be nominated and elected by the members attending and having a right to vote at General Meetings. No auditor or reviewer of accounts who has held office on the Executive Committee during the past twelve (12) months will be eligible for nomination. No auditor or reviewer of accounts shall run for office on the Executive Committee during the coming twelve (12) months.
Article 16
CONDUCT OF MEMBERS
16.1     Every Member shall conform to the Organization’s Code of Ethics. Any Member or members alleged to have brought, or attempted to bring disrepute on the Organization, shall be asked to appear before the Executive Committee and if, in the opinion of the Executive Committee, the case be found proven, the Member shall be deprived of his/her membership. If the said Member fails to appear before the Executive Committee without justification, he/she shall be deprived of membership.
Article 17
NOTICES
17.1     Each Member shall keep the Secretary General informed of that Member’s private address, email address, or of some other address at which communications may be addressed to him/her.
Article 18
ALTERATION OF STATUTE
18.1     This Statute may be revoked, added to or altered by a vote of at least fifty-one per cent (51%) of all the registered Members of the Organization   who are entitled to vote at a General Meeting of the Organization of which notice has been duly given specifying the intention to propose the revocation, addition or alteration, together with full particulars thereof.
Article 19
DISSOLUTION
19.1     If at any time the Organization shall pass in General Meeting by a majority comprising seventy five per cent (75%) of all the registered Members present and entitled to vote a resolution of its intention to dissolve, the Executive Committee shall take immediate steps to settle any debts, and dispose of the monies and property remaining as determined by the General Meeting; and thereupon the Organization shall for all purposes be dissolved.
19.2     In the event of dissolution of the Organization, any remaining funds and/or property shall be donated to a voluntary non-profit making organization or a charitable institution chosen by the outgoing Executive Committee.