Statutes

STATUTES of TAXPAYERS ASSOCIATION OF EUROPE (TAE)

Entry number in the Belgian register: 6 82 805 665

Name:(in full):        TAE Taxpayers Association of Europe (European Taxpayers' Association)

(abbreviation):        TAE

Legal form:            Non-profit making association

Previous seat:        25, rue Philippe II - L-2340 Luxembourg

Subject of the deed: Relocation of the company/ coordination of the articles of association

The extract of the minutes of the general assembly of May 29, 2014 indicates that the following resolution was passed unanimously:

Relocation of the registered office of the association to the following address, as of January 1st, 2017.

Rue d'Arlon 46
B-1010 BRUSSELS

As a result, the association changes its nationality but continues its activity without interruption of legal entity in Belgium and intends to submit to Belgian law, which is why a new coordination of the statutes was decided:

COORDINATION OF THE STATUTES AS OF 01/01/2017

The non-profit association was founded on May 12, 1969 as a non-profit association under Luxembourg law. It bears the registration number: F6065.

 By resolution of the general assembly on May 29, 2914, it was decided to move the headquarters to Belgium.

 The aim of this coordination is to bring the Luxembourg statutes in line with Belgian law (law of June 27, 1921).

 §1 Company and Seat.

1. The name of the association is:
   TAE Association des Contributeurs d'Europe.
   (English "Taxpayers Association of Europe").
   All documents, invoices, advertisements, publications and other documents originating from the association must mention this name, with the words "Association sans but lucratif" or non-profit organization immediately preceding or following.
2. The registered office of the association is 1040 BRUSSELS, 22, Rue de Pascale, in the judicial district of Brussels. It can be relocated to any other location in this metropolitan area by resolution of the general assembly.
3. The association is not for profit.
4. The association is established for an indefinite period.

 §2 Purpose.

The association emerged from the desire of the citizens to protect themselves against the increasing tax pressure of the states. It works towards creating a society with less taxation and more personal freedom. It wants to promote efficiency and economy in the public sector.

It supports laws to limit the tax burden, avoid unfair harassment by tax officials, and provide clear information about government taxation and public spending.

The Taxpayers Association of Europe (Association des Contribuables d'Europe, or Association of Taxpayers in Europe) brings together taxpayers' associations from all over Europe.

The TAE pursues the following purposes:

• Promoting contacts and the exchange of information between the individual countries and their associations;
• Fulfilling their statutory tasks in international cooperation with taxpayers' associations at world level;
• Expanding the taxpayers’ movement to other countries;
• Promoting the generation of comparative studies on taxes and public spending;
• Exchanging ideas about tax policy, tax law and specific problems;
• Mutual support for any association that is a member of the Association of Taxpayers in Europe and requests it;
• Promoting research into the effects of taxes and public spending on economic development.

§3 No membership in Political Parties of Any Kind.

The Taxpayers Association of Europe (TAE) is a neutral and independent organization. It abstains from taking a position on the national and foreign policy of any European country. While maintaining their organizational and political independence, the taxpayers' associations belonging to the Association of Taxpayers in Europe are not obliged to recognize or implement the resolutions passed by the general assembly. The functioning of the Association of European Taxpayers is limited to an advisory and recommending role.

§ 4 Membership.

The founding members are those who were represented at the first meeting in Luxembourg from May 12-14, 1969. Other taxpayer associations can apply to the general secretary to become members. The general assembly decides in accordance with the majorities provided for in article 5 of the articles of association.

The minimum number of members must be at least three. Membership depends on compliance with the statutes.

New members are temporary members for two years.

If the general assembly does not object, they will then become full members of the Association of Taxpayers of Europe (TAE).

If a member association does not pay its membership fee for two consecutive calendar years, its status changes to passive membership and it becomes an "observer". Observers can attend general meetings provided that they bear the full cost of attending the general meeting.

In order to deal with issues of particular interest in a particular geographical area, the members of the TAE can form sub-divisions of the association.

The exclusion of members who do not fulfill their statutory duties or who violate the aims of the Association of European Taxpayers (TAE) can be decided by the general assembly with the majorities provided for in article 5 of the statute.

Any change of address or other important changes to the member organizations must be reported to the board.

Members can resign with six months' notice. The resignation must be addressed in a registered letter to the secretary general.

The members of the European Taxpayers Association (TAE) are automatically members of the European Institute for Public Finance (EIPF).

 §5 General Assembly.

The general assembly is the sovereign of the association. It has the powers which are expressly granted to it by law or these articles of association.

The assembly consists of all members of the association and their representatives.

A general assembly takes place every year. The chairman elected in the previous meeting or his designated successor acts as the chairman (leader) of the meeting.

The invitations to the general assembly, including the agenda, will be sent by email at least eight days before the general assembly.

The agenda of the general assembly shall include at least the following items:

1. Reports by the board of directors and the auditors (treasurers) on the activities of the Association of European Taxpayers since the last general assembly;
2. Election of the chairman, the deputy chairman, the treasurer, the vice chairman and two auditors at the end of their term of office, if no general meeting is scheduled during this period, in order to guarantee the continuity of the official terms of office.
3. Resolution on the amount of the membership fee.

The General assembly has the following rights:

• Amend the Articles of Association;
• Election and dismissal of the board of directors and the auditors;
• If necessary, the appointment and dismissal of public officials and the determination of their remuneration, if this is granted to them;
• Discharge of the functionaries;
• Approval of the budget and the annual accounts;
• Decision on the type and amount of membership fees;
• Decision on admission of members;
• Exclusion of members;
• Transformation of the association into a society with social goals;
• Decision on the voluntary dissolution of the association by voting with a two-thirds majority.

Each member association has one vote and the right to be represented by another association by power of attorney. Given the large number of members, they are also entitled to submit their vote by email to the chairman of the association. Voting by email is equivalent to being present at the general assembly.

Apart from changes to the statutes, as described in articles 6 and 11, resolutions are passed by a simple majority of the members of the association present or represented, unless otherwise stipulated by law.

In the event of a tie, the chairman has a casting vote.

If 50% of the members of the general assembly are present or represented, the general assembly has a quorum. The members can transfer their voting rights to another member of the general assembly.

In addition to the cases provided for in Articles 8, 12 and 20 of the law of June 27, 1921, the assembly may also decide on items that are not on the agenda.

The votes of a member country are to be distributed proportionally if it is represented by several member associations of the Association of Taxpayers of Europe.

The general assembly can also discuss important tax issues and future activities to be planned.

The resolutions of the general assembly are recorded in minutes that are signed by the secretary general. These minutes are kept at the headquarters of the society, where they can be viewed by all members. Members and third parties who can demonstrate an interest can request extracts from the minutes to be signed by the secretary general.

The general assembly can only validly decide on the dissolution of the association or the amendment of the articles of association in accordance with articles 8 and 20 of the law of June 27, 1921.

Any amendment to the articles of association or any resolution to dissolve it must be filed with the relevant competent body of the Commercial Court and published in the annexes of the Belgian State Gazette in accordance with Article 26 et seq. and in accordance with the modalities provided for in the Royal Decree of June 26, 2003.

§6 Membership Fee.

The membership fee must be determined by the general assembly of the members with a majority of two thirds of all members.

The maximum contribution is twenty-four thousand Euro (€ 24,000) per year.

The members are not obliged to pay the fee.

§7 Member Voting.

The board of directors is entitled to obtain the opinions of the members between the general assemblies. If this results in a resolution, it applies in the same way as the resolutions that are taken at the ordinary general meetings.

§8 The Board of Directors and Executive Bodies.

The association is run by the board of directors and other executive bodies, including the general secretary, the press officer, etc. However, the number of minds must always be less than the number of full members of the association.

Officials are elected by the general assembly for a period of five years with the majority stipulated in article 5 of these statutes.

Upon written request from more than half of the members, the current term of office can be shortened to three years.

The board consists of at least four members.

The board consists of a chairman, a deputy chairman, a treasurer and up to five deputy chairmen.

The board meets at least once a year after being called by the president.

The board has a quorum if four members are present. All resolutions must be passed by majority vote, but with at least four votes.

A member can be present electronically if the president agrees.

The members of the executive bodies do not receive any expense allowances, travel expenses or other reimbursements.

Each member association that is not represented on the board can appoint a representative to advise the board, who has the title of advisory vice president.

The board of directors can appoint a press officer.

The resolutions of the board of directors are passed with a majority of the votes of the voting members present, unless otherwise stipulated by law or these articles of association. In a tie vote, the chairman shall be decisive.

Every year and no later than six months after the end of the financial year, the board submits the annual financial statements for the past financial year and the budget for the financial year drawn up in accordance with Article 17 of the law of June 27, 1921 for approval.

The representation of the association in acts that oblige the association, with the exception of day-to-day administration, is exercised either by the chairman, his deputy or the authorized general secretary, who are appointed solely by the board and do not have to prove their powers of attorney to third parties.

Legal actions as both plaintiff and defendant are initiated or conducted on behalf of the association by the board of directors.

The board members and the persons entrusted with the day-to-day management do not enter into any personal obligations due to their function and are only responsible for fulfilling their mandate. The mandate is generally exercised free of charge.

§9 Signatory Powers.

In order to be legally valid, documents that are created in the name of TAE require a signature from the president, his deputy or the executive secretary general.

§10 Bookkeeping and Auditing.

The financial year begins on January first and ends on December thirty-first of that same year.

The account for the past financial year and the budget for the following financial year are presented annually to the general assembly.

The bookkeeping is carried out by the treasurer and must be checked by the auditors before each general meeting.

The two auditors are appointed by the general assembly. 

§11 Amendment of the Statutes and Dissolution of the Association.

The association can be dissolved by a two-thirds majority of all members at the general meeting or - if this majority is not reached - by two thirds of the members present in a subsequent general meeting.

In the case of the dissolution of the association, the general meeting determines the use of the net assets of the association, which however must always be used for a selfless purpose.

The general assembly appoints the liquidator(s), determines their powers and specifies the use of the company's net assets.

§12 Miscellaneous.

For everything that is not regulated in these statutes, the law of June 27, 1921 for non-profit associations applies.

By resolutions of the general assembly on December 11, 2019, a new board was elected and installed:

President (Chairman)
- Michael Jaeger

Deputy Chairman
- John O'Connel

President hon.
- Rolf Baron Vielhauer von Hohenhau

Vice President
- Christian Ekström
- Reiner Holznagel
- Grigol Katamadze
- Teemu Lehtinen

Treasurer
-Alfred Gerauer

Auditor
-Larissa Apasova
- Nikolay Popov

Press Officer
- Rudolf G. Maier

General Secretary
- Dr Horst Heitz

Public Relations
- Johannes Maruschzik

Eastern Europe Coordinator
- Dr. Ralf Schneider

Head of the Brussels Office of the European Taxpayers Association (TAE)
- Dr Horst Heitz