Statutes

INTERNATIONAL FEDERATION OF AUTOMOBILE EXPERTS

SECTION I – CONSTITUTION

Art. 1    An association has been formed among professional bodies of automobile experts which are hereinafter referred to as: INTERNATIONAL FEDERATION OF AUTOMOBILE EXPERTS (I.F.A.E.) governed by the French law of 1st July 1901 concerning non-profit-making associations.

Art. 2    National bodies of automobiles experts legally established in their country of origin, whose members have experienced knowledge of motor cars and its derivatives, in theory and in practice, may join the I.F.A.E. as titular members.

            Several national associations from the same country may become members.
The admission of other members, laid down in articles 7, 9, 10, 11, 12, may be decided according to the provisions contained in article 14 of section IV of these articles.

Art. 3    The Head Office of the I.F.A.E. is located in PARIS.

Art. 4    The I.F.A.E. has not been formed for any determined period.

SECTION II – OBJECT

Art. 5    The object of the Federation is to study and implement the appropriate means to achieve the following aims:

           a) to strengthen the fraternal ties between automobile experts and ensure compliance with the duties attached to the exercise of the profession.

           b) to define qualification criteria so as to determine a sufficient level of technical competence in the fields of:

–  Road safety

–  Inquiry into causes and circumstances as well as the reconstruction of traffic accidents

–  Determination of the origin and consequences of mechanical damage or an accident

–  Assessment of vehicles as well as the method and estimation of repairs to them

           c) to act in order to homogenize the service of automobile expertise throughout the member countries,

           d) to answer inquiries about technical subjects which may be made by international bodies, in the members’ interest,

           e) to draw up, update, distribute and promote a list of all its associate members (ref. Art. 7),

           f) to keep its members informed of scientific ant technical progress and distribute information collected concerning this,

           g) to examine all provisions which might allow an acceleration in the process of reaching a mutual agreement on a disputed appraisal

           h) to establish and maintain all useful relationships with organizations which might take an interest in I.F.A.E. activities, more particularly:

• international economic and political institutions
• courts of law
• insurance companies
• manufacturers
• repairers
• consumer and user protection associations
• the liberal professions
• any persons and any organizations which are likely to gain recognition for the profession of the automobile expert.

The listing of the above mentioned aims is not restrictive but merely a statement.   It is the responsibility of the Board of Directors of the I.F.A.E. to undertake any actions and any studies which might be deemed useful for the recognition, organization, promotion, defense and continuity of the profession of the automobile expert.

Art. 6    The means to be implemented by the Federation are:

  – Establishment of the following statutory commissions:

a) 1 commission per continent

b) 1 statutory commission

c) 1 prospecting/admission/expulsion commission

d) 1 disciplinary commission

– The creation of ad hoc working groups at the initiative of the Executive Committee with a clearly defined role and whose composition and operation are governed by internal regulations, especially:

e) Information and information systems commission

f) Training commission

g) Commission on the circulation of automobiles

h) Technical commission

i) Commission on collector’s vehicles

j) Commission on mobility and security

k) Commission on trucks and commercial vehicles

l) Commission on sustainable development

– The creation of working groups, if deemed appropriate,  by the Board of Directors whose competences and composition will be determined by the Board of Directors, or any other entity justified by the conduct of specific missions to be determined by the Board of Directors.

– The distribution of newsletters and publications as well as the presentation of papers and studies and the development of training courses and updating of knowledge.

– The organizing of international assemblies under the aegis of local committees, meetings, conventions, workshops and study tours, conferences, and all events suitable to achieve the objectives set out in article 5 of these statutes.

– Upon admission each association is committed to support the achievement of the work referred to in Articles 5 and 6

SECTION III – COMPOSITION

Art. 7 The I.F.A.E. is composed by:

1. Affiliated members among which:

a)  Titular members

b)  Correspondent members

c)  Individual associate members

d)  Members of honor or benefactors

e)  Honorary members.

Affiliated members are those who hold a direct membership within the I.F.A.E.:

a) Titular members (national bodies)

b) Correspondent members (national bodies and groups)

c) Individual associate members (individual natural persons)

d) Members of honor or benefactors (natural or legal persons)

e) Honorary members (natural persons)

• Participating members:

Participating members are experts belonging to one of the titular or correspondent member organizations of the I.F.A.E.

They benefit from indirect affiliation within the I.F.A.E.

Except for the official representatives of titular or correspondent members, they neither take part in any meeting unless explicitly invited to do so by the Board of Directors, nor any ballot.   By contrast, they may take part in General Meetings, congresses and other events.

  Art. 8 Titular members

National bodies or groups of organizations of automobile experts meeting the requirements stipulated in art. 2   of these articles may be admitted and entitled to titular membership status subject to a proposal by the Board of Directors.

Art. 9 Correspondent members

The following bodies may be admitted and entitled to correspondent membership subject to a proposal by the Board of Directors:

                  a) Organizations for which the rules of association or exercise of the profession applied in their country of origin do not allow them to set up a structure and a definition complying with article 2 of these articles

                  b) National organizations or groups representing automobile experts which do not wholly meet the statutory requirements of the I.F.A.E. 

Art. 10 Individual associate members

In countries where there is no national body meeting the requirements of articles 8 and 9, one or more qualified experts as well as one or more individual persons may be elected individual associate members of the I.F.A.E.

The number of individual associate members may not exceed five per country, a figure beyond which, it is their responsibility to establish a national group.

  Art. 11 Members of honor or benefactors

Natural persons who have exercised the function of the President are appointed “honorary presidents” at the decision of the general assembly.

A member of affiliated member as prescribed in article 7 of these articles (who may only be represented by one single director who render or have rendered services recommended to the Federation or who distinguished themselves by the excellence of their work, may be appointed members of honor and/or benefactors, further to a decision by the General Meeting. They may attend General Meetings without taking part in voting procedures.

These classes of members are exempted form payment of individual membership fees.

  Art. 12 Honorary members

An outgoing member of the Board of Directors at the end of his career may be elevated to honorary membership in a personal capacity by the General Meeting after agreement by the body of which he is one of the representatives. He is exempted from the payment of individual fees.

  Art. 13 Clarification of terms

Each titular or correspondent member organization of the I.F.A.E. is represented within this association by an individual person, required to be a participating member, who fulfils his duties as a national delegate on behalf of the represented organization which remains the only real holder of the function carried out within the I.F.A.E.

However, the chairman, general Secretary and the treasurer disregard their nationality during the exercise of their function and are not numbered among the representation of their country of origin.

All the other directorships are held by titular member organizations which are represented in those duties by some of their participating members to whom they delegate authority in their name and from whom they may withdraw the delegated authority with which have invested them at them at the end of the term of office.

Considering the provisions of the art 25, the delegate may be accompanied by other representatives, the number of which is limited by statute and who are not entitled to vote.   Their role is consultative but special assignments may be entrusted to them by the Board of Directors subject to agreement by their organization.

The only members affiliated to the I.F.A.E. in a personal capacity are:

a) Individual associate members

b) Members of honor or benefactors (for legal persons)

c) Honorary members.

SECTION IV –   AFFILIATION TO THE I.F.A.E.

 Art. 14 Membership applications to become a titular or correspondent member of the I.F.A.E. must be formulated by the chairman of the national organization or group which proposes to join the Federation and must enclose a copy of the minutes of the General Meeting of his association which reached a decision on the matter.

Copies of the articles, internal regulations, organization chart and the updated yearbook of its members must be enclosed with the membership application.

Applications for membership in a personal capacity will give rise to a moral and professional inquiry at the behest of the Board of Directors.

The decision whether or not to accept the affiliation of a new member is made following the proposal of the Steering Committee, by the Board of Directors of the Federation which makes its decision by an absolute majority of the votes cast by the permanent members present or represented. The Board of Directors is not bound to justify its decision.

Acceptance of membership of a new member is subject to a probationary period of two years. After this period, the Board of Directors invalidates or confirms that membership becomes full.

SECTION V   –   THE I.F.A.E. MEMBERSHIP LIST

Art. 15 The Steering Committee draws up and publishes the list of its affiliated members which will be updated every year. Each titular, correspondent or affiliated member will send its latest yearbook to the general Secretary, prior to the 31st March of each year.

SECTION VII   – RESIGNATION, REMOVAL AND SANCTIONS

Art. 16 A member of the Federation loses this title in the following cases:

a) by resignation, which becomes effective at the end of the current year;

b) by exclusion based on the decision of the board of directors, for non-payment of the annual fee of the previous year; the exclusion becomes effective 60 days after sending a formal notice (letter), which remains unanswered by the excluded.

c) by exclusion announced by the general assembly upon a proposal by the disciplinary commission

SECTION VII – BOARD OF DIRECTORS and STEERING COMMITTEE

Art. 17 Composition of the board of directors

The Board of Directors consists of natural persons:

• elected management committee members
• appointed delegates of each titular member (ref. art. 7)
• and a general delegate appointed by France

The general assembly can moreover, based on a proposal of the board of directors, appoint other vice-presidents who have not been entitled as a director. Their function is to eventually act as a temporary replacement of the directors in office.

Art. 18 Powers of the board of directors

The board of directors has the broadest powers for guidance and stimulation of the policy of the Federation.

It may act in all circumstances on behalf of the I.F.E.A. represented by its president.

It may wholly or partly delegate its duties to one or more of its members.

The board may create commissions or entities with a clearly defined purpose, some examples of which are listed in the internal rules.

The board will convene a meeting at least once a yearby a general assemblyand whenever the president considers it useful, or at the request of a third of its members. It may invite any other affiliated member to take part in its work.

It meets at least three times a year and as often as the interests of I.F.E.A. require.

Half of the directors present or represented are required for the validity of the proceedings. Board members, who cannot attend can be represented at the meetings by another board member through a written order on plain paper.

Each board member present may not hold more than one proxy of another member.

The delegate of an organization prevented from attending may also transfer his power to one of the other representatives of his delegation, provided that the president of the board is notified of this at the beginning of the meeting.

Honorary Presidents may attend board meetings but do not have any voting rights unless they use those to which they are entitled as federation members.

Art. 19 Applications to the Board of Directors

Applications for positions on the Board of Directors of the I.F.A.E. are submitted by permanent members who each appoint a delegate.

For a participating member to be eligible and the delegate of an organization to be entitled to vote, the titular member whom they represent must be up to date with membership fees for the previous three years.

Art. 20 composition of the steering committee:

The Steering Committee is composed of the following five members:

a) the President

b) the first vice-president

c) the secretary-general

d) the treasurer

e) the delegate-general

The general assembly elects the 5 members of the steering committee by means of a closed list ballot without split ticket voting for a three year term.

Art. 21 Applications to the steering committee:

Each list must present candidates from at least 2 member countries. The candidates emanate from the board of directors:

– Candidates for the post of the president and vice president must have been directors for at least 6 years

– Candidates for the post of general secretary and treasurer must be validated by their association

– The general delegate must be of French nationality

The list of candidates accompanied by the written program, must reach the general secretariat of the I.F.A.E. three months before the scheduled election date by registered letter, or by any other official means of communication. The secretary-general communicates the names(s) of the candidate(s) to all members.

In the case of failed election, the board of directors will ensure the functionality of the steering committee and will appoint one of its members to the function of an interim-president until the next general assembly.

The steering committee may elect one or more representatives with clearly defined mandates.

All directors are pledged to keep discussions secret and oblige to do so in their honor.

Art. 22 Term of office, re-election of the Steering Committee:

        Members of the Steering Committee are elected for three years. They are re-eligible at the expiry of their mandate.

The president’s term of office can be renewed only once. The representative of a country may not succeed another representative form the same country in the President-ship it is preferable for each country to take turns in presenting a candidate for the President-ship.

In case of vacancy, the Steering Committee provides for the interim replacement of its members on the board of directors. The functions of the members so appointed shall expire at the time that would normally expire the term of the members replaced.

In case of vacancy of the President, the steering committee provides for the interim replacement. There shall be a general election at the next general meeting.

Art. 23 Duties of the members of the Steering Committee:

It is the executive and management body of the IFAE. It is fully empowered to manage income and assets of the Federation, which it entrusts to the treasurer and is empowered to institute legal proceedings, which it delegates to the president.

1)   President

His duty is to represent the Federation in all private matters.

He has the authority, by proxy, to institute legal proceedings on behalf of the I.F.A.E., both as plaintiff and defendant.

He sees to it that the Federation operates in accordance with its articles.

He draws up agendas and convenes General Meetings, meetings of the Board and ensures that take place in an orderly way.

He signs minutes of meetings.

He conducts and directs the action of the Board and encourages the involvement of all directors.

He orients and supervises the work of commissions.

He drafts the letters or texts, which commit Federation policy taking care to see that those documents express the opinion of the majority of the Board of Directors.

Should he be prevented from attending a meeting, he is replaced by the first Vice-President and if the latter should be unable to attend, by any other director specially appointed by the Board.

2)   First Vice-President

The first Vice-President assists the President and replaces him at his request or whenever the latter is prevented from fulfilling his duties.

3)   General Secretary

The General Secretary manages the secretariat.

He attends all Board meetings.

He is responsible for keeping the files of the Federation and records in good order.

He coordinates the operations of the various bodies in the administrative sphere.

He is responsible of Federation publicity in all its forms.

He helps with the preparation of General Meetings, meetings of the Board of Directors further to the President’s instructions.

He supervises the distribution of information and documentation.

He makes sure that correspondence regularly reaches the various recipients within the Board, has prepared or prepares some important replies and sees that they are sent off within the required time after being signed by the President.

He drafts minutes of General Meetings and Board meetings which he has initialed by the Steering Committee.

4)   Treasurer

The treasurer is responsible for everything concerning the management of the assets of the Federation.

He receives all incomings under the President’s supervision and collects membership fees.

He keeps regular daily accounts of all transactions and accounts for them to the annual General Meeting which reaches a decision on the management of the financial year.

He also draws up a budget which he proposes to the Board of Directors.

He annually refers the amount of the membership fees according to the member’s category to the Board of Directors.

All expenditure must be checked by the treasurer and countersigned by the President before being met.

Members of the I.F.A.E. may not receive any remuneration by reason of the duties which re entrusted to them, but expenses may be refunded on presentation of vouchers, whenever a particular mandate accompanied by an expenditure estimate has been entrusted to them

The purchase and sale of transferable securities forming the reserve fund may only be carried out with the authorization of the Board of Directors.

The auditors appointed by the General Meeting annually inspect the uses of funds and account for them to the annual General Meeting.

5)   General delegate

The general delegate director is the official representative of the Federation to the French public authorities.

His application is introduced by a French titular member.

Art. 24 Liability of directors:

Members of the Board are only liable for their mandate as it is defined in these articles.

They may not be bound by any payment out from those laid down by the articles for their organization and do not contract any personal or joint commitment towards third parties or Federation members.

Federation assets alone will answer for contracted commitments and none of the members will be held personally liable, unless a serious offence is involved.

SECTION VIII –   GENERAL MEETINGS

Art. 25 Ordinary or extraordinary General Meetings are composed of all members affiliated to the I.F.A.E. as laid down in Art. 8 to 12 of these statutes.

An attendance sheet shall be drafted.

Only titular members take part in voting procedures.

Ordinary General Meetings are held at least once a year.

Ordinary or extraordinary General Meetings are convened by the Board of Directors by electronic means by fax or post submitted at least 2 months before the date of the General Meeting.

Matters to feature on the agenda raised by a member must reach the general secretariat at the latest within the15 days before the date of the General Meeting. A matter that does not reach the general secretariat within this period of time would not be featuring on the agenda. They must be put in writing.

During every ordinary general assembly the assembly shall set the date of the next ordinary general assembly. The board of directors is exempt from sending a convening to the attending members of the general assembly that has set the new date. The agenda shall be communicated in due time and at least the day the general assembly is held.

The agenda is published at least 1 month before the date of the General Meeting on the website of the association.

Art. 26   Representation of countries

The maximum representation of organizations around the delegate and including the latter is proportional (according to the breakdown indicated hereafter) to the number of participants which it declares – knowing that each national organization or group of organizations is bound to announce the whole of its participating members, whether they are self-employed, employers or employees, on 1st January each year.   That number must be justified by its yearbook. Honorary members and trainees are not taken into account.

This representation consists of:

                      – one delegate per organization or group representing 5 to 100 participating members

       – the delegate may be assisted by a participating member if the titular or correspondent member which he represents numbers 101 to 200 participating members

       – above 200 members, the delegate may be assisted by an additional representative for each further portion of 200 participating members, of which the last portion may be incomplete.

Art. 27  Voting right

The voting right which falls to the delegate of each association is equivalent to the maximum number of representatives in the proportions described hereafter:

                 – the titular member representing 5 to 50 participating members is entitled to one vote

                 – the titular member representing 51 to 100 participating members is entitled to two votes

       – the titular member representing 101 to 200 participating members is entitled to three votes

       – above 200 members, the titular members is entitled to one additional vote for each further portion of 200 participating members, of which the last portion may be incomplete.

However, each titular member may not be entitled to more than 20% of the total of existing votes.

Art. 28 Participating members of organizations affiliated to the Federation may be invited to attend ordinary meetings, further to a decision by the Board of Directors. They do not take part in voting procedures.

The Board of Directors may also invite personalities not involved in the I.F.A.E., as an exceptional measure when a particular problem is concerned.

These technical, legal or tax advisors will take part in the work for which they have been invited on account of their specialty, authority or personal contacts.   Their consultation will be the subject of written or oral reports, conferences and minutes and may, if necessary, be remunerated.

Art. 29 At the time of the annual ordinary General Meeting, the President explains the corporate report of the Federation; the General Secretary summarizes activities, the treasurer reports on his financial management and refers the balance sheet.

Art. 30 Vote by proxy is allowed in General Meetings. Any delegate of a titular member who is unavoidably prevented form attending a General Meeting may give a written proxy to vote on his behalf to a delegate of a titular member of his choice, the latter having to be present and appointed by name.

A delegate may only represent one other single delegate.

If the delegate of a titular member should not be available, the latter may also appoint a substitute delegate, in writing, chosen from among the participants in the delegation of his organization.

Art. 31 Discussions, ballots, quorum, majority

The Meeting may only validly discuss items regularly placed on the agenda appearing in the notice of the meeting, on the website of the association, unless subjects to waiver as laid down in article 25 of the articles for ordinary General Meetings.   Voting takes place through a secret ballot unless it is unanimously agreed to do otherwise.

Discussions must bring together half of titular members in order to be valid.

Decisions are taken by an absolute majority of votes held by titular members present or represented for ordinary General Meetings and by a two-thirds majority for extraordinary General Meetings.

If the quorum is not reached during a General Meeting, a second meeting is scheduled within the month following the aborted meeting with the same agenda ; the result of ballots is then subject to the simple majority rule.

Art. 32 Unless it is explicitly stipulated, the provisions contained in section VIII are applicable both to ordinary General Meetings and to extraordinary General Meetings, except when it concerns winding-up as laid down in art. 37 of these articles.

Art. 33 Powers of the General Meeting

The General Meeting has the following powers:

            – the approval of the annual accounts

            – the election of the Directors

            – the election of two financial controllers out of the directors

            – the discharge to the Directors

            – the exclusion of a member

            – the modification of the statutes.

– the sanctions that may be taken against a member in the following cases:

a) for non-compliance with the statutes, internal rules or the code of ethics

b) for reprehensible behavior towards another member

c) for unexcused or repeated absence from sessions that may adversely affect the operation of the Federation

d) for any serious deeds or omission which might be harmful to the Federation.  

In all of these cases the General Secretary refers the matter to the disciplinary commission within 60 days. The disciplinary commission will examine the matter in accordance with the procedures laid down in the internal regulations.

The General Meeting may decide to sanction a member by:

              a) a verbal reprimand   

b) a written reprimand

c) a temporary suspension (without any affect on the amount of the membership fee)

d) an expulsion for the duration of 5 years.

If an expulsion is proposed by the disciplinary commission, the latter commission asks the General Meeting to reach a decision by a two-thirds majority of the votes cast by titular members present or represented, except the votes of the member involved.   The General Meeting is not bound to justify its decision which is not subject to appeal, except within the jurisdiction of French court of law. An expulsed member wishing to rejoin the Federation must file a new application file in accordance with Article 14.

Any other decision lies within the responsibility of the Board of Directors

SECTION IX – FEDERATION RESOURCES

Art. 34   The resources of the I.F.A.E. are composed of:

a)   Membership fees, payable annually and in advance to the treasurer, the amount of which is fixed every year for the following year by the General Meeting following a proposal by the Board of Directors.   The maximum amount for a membership fee is limited to 20% of the total membership fees for a year. If a member has not settled his debt at the end of the quarter following the call for membership fees, he will be liable to pay interests for overdue payment at the rate of 10% per month, with every month started counted as a whole month.

A reminder of his obligations is sent to the member by the treasurer, by registered letter or any other official means.

When a member leaves the federation during the current year, for any reason whatsoever, its entire annual fee is retained by the association.

b)   grants and donations that may be made to the federation

c)   income from its properties and assets of all kinds.

SECTION X   –   CORPORATE YEAR

Art. 35   The corporate or financial year and the fiscal year begin on 1st January of each year.

SECTION XI – AMENDMENTS TO ARTICLES

Art. 36   Articles may only be amended by an extraordinary General Meeting and shall take effect from the following General Meeting.

SECTION XII   –   DISSOLUTION

Art. 37  The decision of the dissolution of the Federation and the liquidation of its assets may only be taken by an extraordinary General Meeting convened in accordance with the conditions laid down in articles 24 to 31 of section VIII of these statutes.

The decision of the dissolution has to be taken by a two-thirds majority of the votes held by titular members present or represented. If this majority is not reached, it will be convened to a second extraordinary meeting within in a month, which shall deliberate in terms of a simple majority.

In the case of dissolution, the product of the net assets of the Federation will go to a project of public interest or a body designated by the liquidator.

It may in no way, under any circumstances, be shared between members.

All powers are given to the General Delegate to approach the French authorities in order to get a legal acknowledgement for the modifications of the statutes. The original text is written in French.

In the event of disputes over interpretation, the French text will prevail over translations.

Transitional provisions:

As a transitional measure, the current Board of Directors became the Management Committee.

Each country will be invited to send a representative to compose the Board of Directors.

The next general meeting is invited to extend the mandate of the directors joined the Board of Directors until the next elections