Statutes

Article 1 – Name, Term, Address, Areas of Operational Scope and Languages –

1. A non-profit association is incorporated under Spanish Organic Law no. 1/2002 of 22 March regulating the Right of Association, and supplementary rules, with the name of European Organisation of Regional External Public Finance Audit Institutions (hereinafter The Association or EURORAI) with a legal personality and full capacity to operate.

2. Where no provision is made in these Statutes, said Spanish Organic Law no. 1/2002 of 22 March and the provisions supplementary to the Law or statutory provisions developed herein shall apply.

3. The Association is incorporated for an indefinite term.

4. The Association establishes its registered office at the headquarters of the Sindicatura de Comptes de la Comunitat Valenciana, at calle Sant Vicent, 4, Valencia (46002), Valencia and the territorial area within which it shall operate is the whole of Europe.

5. The official languages of EURORAI are English, French, German and Spanish. The Management Committee shall decide on the working languages to be used in commissions, seminars and working groups as well as the languages chosen for the publications and the internal correspondence of the Association.

Article 2 – Aims and Principles –

The Association has the following aims:

1. To foster and promote cooperation among audit bodies in the various sectors in which they carry out their activities.

2. To promote exchanges of knowledge and experience in public finance auditing.

3. To keep its members informed about the legislation, organization, and operation of the various public sector audit bodies.

4. To promote studies relating to the audit of public finances.

5. To foster exchange programmes and training courses for the officials of the institutions which are members of EURORAI.

6. To establish a proper definition of the terminology used in each country in order to facilitate the harmonization of public finance auditing methods.

The Association shall be governed by the following principles:

1. All regional external public finance audit institutions which are members of EURORAI shall be regarded as equal.

2. The institutions shall be free to decide whether to be members or to withdraw.

3. The legal status of each body shall be respected.

Article 3 – The Members –

1. Any regional external public finance audit institution from any European state that has an interest in developing the aims and principles of the Association may become a full member of EURORAI.

2. The admission of an audit institution is subject to its acceptance of the present Statutes and to the approval by the Management Committee. The General Assembly shall confirm the admission of a new member at its next ordinary session.

3. Withdrawal from EURORAI shall be effected by written notification to the Management Committee.

4. The Management Committee may admit other public finance audit institutions as associated members with no right to vote and determine the conditions of said admission. The General Assembly shall confirm at its next ordinary session the admission of these associate members.

5. The Management Committee may admit as observers other institutions and associations which deal with public sector audit, establish the conditions for an admission of this nature, and conclude those agreements which are considered necessary in this respect. The General Assembly shall be informed and shall give its confirmation on the matter at its next ordinary session.

6. In the case of a delay of two or more years in the payment of the subscription fees, the Management Committee may deprive the institution owing said contributions of the condition of member or suspend its rights as a member until it addresses the payment of the fees pending.

Members shall have the right to:

a) Take part in as many activities as the Association organises to fulfil its aims.

b) Enjoy all the advantages and benefits that the Association may obtain.

c) Participate in Assemblies with the right to speak and vote excepting those members that have the condition of associate members with no voting rights that shall participate in Assemblies with the right to speak only.

d) Vote and be eligible for management positions.

e) Receive information on the resolutions adopted by the bodies of the Association.

f) Make suggestions to members of the Management Committee with regard to the better fulfilment of the aims of the Association.

Members shall have the obligation to:

a) Comply with the present Statutes and valid resolutions of the Assemblies and the Management Committee.

b) Pay the subscription fees fixed.

c) Attend Assemblies and other events that are organised.

d) Fulfil the obligations pertaining to the position that they hold, as applicable.

Article 4 – Governing Bodies –

The Governing Bodies of EURORAI shall be:

a. the General Assembly
b. the Management Committee
c. the General Secretariat

Article 5 – The General Assembly –

The General Assembly is the supreme governing body of the Association and shall be made up of all the members of EURORAI, which shall be represented by the presidents or chairs thereof or by the persons delegated thereby to attend.

In order to be validly constituted, an absolute majority of the members must be represented.

Article 6 – Meetings –

The meetings of the General Assembly shall be ordinary and extraordinary.

1. An ordinary session of the General Assembly shall take place once a year when convened by the Management Committee.

2. An extraordinary session of the General Assembly may be convened by the Management Committee at its own initiative or at the request of at least half of the member entities of EURORAI.

3. The General Assembly shall be chaired by the president of EURORAI.

4. The minutes of the General Assembly shall be adopted by the Management Committee at its next session.

Meetings of the General Assembly shall be convened in writing, indicating the place, date and time of the meeting, as well as the agenda and the items to be discussed. Meetings of the Assembly shall be convened at least fifteen days in advance thereof.

Article 7 – Adoption of Resolutions –

General Assemblies, both ordinary and extraordinary, shall be quorate when one third of the members with voting rights are in attendance at the time and on the date agreed, and once half an hour has elapsed since the start thereof, whatever the number of members with voting rights.

Resolutions shall be passed by a simple majority of the persons present or represented when the votes in favour exceed those against; null and blank votes as well as abstentions shall not be counted for these purposes without prejudice to the qualified majorities provided for in these Statutes and the Law.

For these purposes, each full member shall have one vote and the right to vote shall be lost if payment of the subscription fee remains unpaid.

Article 8 – Powers –

The General Assembly shall be the supreme body of EURORAI.

A. The ordinary General Assembly shall have authority to:

1. Establish the policy that will enable EURORAI to reach its objectives.

2. Deliberate on the activity reports of the other sections of EURORAI.

3. Deliberate on the proposals made by one or more members entities of EURORAI or by the Management Committee.

4. Approve the management of the Management Committee and examine and approve the annual financial statements and the amount of the members’ subscription fees.

5. Set up technical committees and study groups and determine their functions established at long term.

6. Elect the other four members of the Management Committee.

7. Choose the venue for the next General Assembly.

8. Any other power that is not attributed to another corporate body.

B. The extraordinary General Assembly has authority to:

1. Amend the statutes by proposals made either by the Management Committee or by one third of the members of EURORAI with right to vote; the adoption of a resolution requires the majority of two-thirds of the members present at the meeting with a right to vote.

2. Elaborate rules and regulations for the General Assembly.

3. Decide the dissolution, merger or absorption of the Association pursuant to the provisions of these Statutes and with the qualified majorities provided for therein.

4. Adopt, on a proposal from the Management Committee, the payment of any exceptional fees considered necessary. Exceptional fees shall not exceed twenty per cent of the ordinary fees.

5. Discuss any other matters which justify the calling of an extraordinary General Assembly.

Article 9 – Holding of the General Assembly by electronic means –

When deemed appropriate by the Management Committee and specified in the corresponding notice convening the meeting, the ordinary or extraordinary General Assembly may be held by electronic means simultaneously in towns and locations other than those where the General Assembly as on-site event takes place, using audio visual means (video teleconferencing system via any secure medium) or computer devices (webcam or the like) or any similar technical medium that can be established, provided that these guarantee fulfilment of the requirements for the establishment of the General Assembly, the identity of the member and the other persons participating in the meeting and their participation in the debate and passing of resolutions. In order to better guarantee fulfilment of the previous requirements, the progress of the General Assembly shall be recorded on a medium that shall be attached to the minutes of the General Assembly and signed by the President and Secretary of the Association.

 Notwithstanding the provisions of the preceding paragraph, the holding of the General Assembly by electronic means may completely replace the holding of the same as on-site event, and this must be stated in the notice convening the meeting issued by the Management Committee, complying with the aforementioned technological requirements.

Article 10 – Composition –

1. The Association shall be managed and represented by a Management Committee formed necessarily by a President and a Secretary. In addition, the Vice-President and Board Members established in these Statutes shall form part of the Management Committee. All posts comprising the Management Committee shall be unpaid.

2. The Management Committee shall be made up of seven members to be determined as follows:

a) Three members by right, who shall be ratified by the General Assembly:

b) Four members from amongst the presidents and chairs of the other regional external public finance audit institutions members of EURORAI elected by the General Assembly for a period of three years.

So as to guarantee a balanced representation of all member states, the election of these four members should be effected in such a way that the main types of public sector audit applied by the member institutions and the number of member institutions within a member state are taken into account.

If there are more candidates than posts, the voting at the election shall be done in secret.

If, at the end of the first round of voting, any of the four leading candidates has not obtained an absolute majority of the votes cast by those members represented at the General Assembly, a second round of voting shall take place, after which the four candidates who have obtained the largest numbers of votes shall be declared elected.

No member state may have more than one member within the Management Committee, whereupon the Secretary General is not considered as national subject to this respect.

3. Operating rules of the Management Committee 

a) The Secretary General can delegate to a member of the regional external public finance audit institution he represents the execution of his duties in the Management Committee.

b) With regard to the other members of the Management Committee, the General Assembly shall elect representatives, who can replace them in the exercise of their duties, except as provided for in Article 13. Only the members of an external public finance audit institution of the member state to which the holder member belongs may be elected representatives.

c) In the event of a Management Committee member retiring definitely during the term of office thereof, the representatives elected shall replace him/her with the exception of the President, who is replaced by his/her successor in the presidency or chair of the institution which organised the last congress or by the Vice-President of EURORAI according to the decision of the Management Committee.

d) The term of office of the Management Committee is three years coinciding with the Congress.

e) Members may be deregistered by voluntary resignation communicated to the Management Committee in writing or owing to a breach of the obligations incumbent upon them. In addition, they may be deregistered owing to expiry of the term of office. In this case, they shall continue to hold their offices until their replacements are accepted.

f) The Management Committee shall meet as often as decided by the Chair thereof and at the initiative or request of at least four of its members.

g) The Management Committee shall take valid decisions in the presence of at least four of its members.

h) The Management Committee shall meet at least once every year.

i) The decisions of the Management Committee shall be taken by majority vote. Each member of the Management Committee shall have one vote. If the votes are equal, the Chair of the Management Committee shall have the casting vote. 

Article 11 – Powers and Duties –

The powers and duties of the Management Committee are:

1. The powers of the Management Committee shall extend, in general, to all acts serving the purposes of the Association directing its corporate activities provided that they do not require the express authorisation of the General Assembly, pursuant to these Statutes.

2. Ensure compliance with the statutes of EURORAI.

3. Adopt the necessary decisions to ensure the correct functioning of EURORAI within the guidelines laid down by the General Assembly.

4. Approve a draft budget for submission to the General Assembly for its final approval.

5. Establish the directives for the preparation and presentation of the annual financial statements by the General Secretariat, for their audit by the auditors.

6. Drafting of the annual financial statements for their approval by the General Assembly.

7. Present a report of the activities of EURORAI at each ordinary session of the General Assembly.

8. To set up technical committees and study groups, to determine their functions established for the period between two ordinary assemblies, and to report to the General Assembly on the matter.

9. Decide on the admission of new full members or associate members without the right to vote.

10. Carry out all tasks assigned to it by the General Assembly and implement the decisions thereof.

Article 12 – Holding of the Management Committee by electronic means –

When deemed appropriate by the Management Committee and specified in the corresponding notice convening the meeting, the sessions of the Management Committee may be held by electronic means simultaneously in towns and locations other than those where the main session of the Management Committee takes place as on-site session, using audio visual means (video teleconferencing system via any secure means) or computer devices (webcam or the like) or any similar technical medium that can be established, provided that these guarantee the fulfilment of the requirements for holding the Management Committee, the identity of its members and their participation in the debate and passing of resolutions.

The holding of the Management Committee by this means shall be expressly recorded in the minutes of the meeting.

 Notwithstanding the provisions of the preceding paragraph, the holding of the Management Committee meeting by electronic means may completely replace the holding of the same as on-site meeting, and this must be stated in the notice convening the meeting issued by the Management Committee, complying with the aforementioned technological requirements.

Article 13 – The President and Vice-President –

1. The President holds the highest powers of legal representation of EURORAI with respect to any type of public or private body. He/she shall convene, chair and close meetings held by the General Assembly and the Management Committee, as well as direct the debates of both approving the minutes of sessions that are certified by the Secretary General as well as the other certifications issued by the General Secretariat.

Likewise, the President shall be responsible for ordering payments and authorising documents, acts and correspondence with their signature and adopting any urgent measure recommended for the smooth running of the Association or necessary or appropriate for the development of its activities, without prejudice to rendering an account to the Management Committee subsequently; the President may be represented by the Secretary General, to whom the representation of the institution may also be delegated.

2. The Vice-President shall replace the President in the absence thereof, due to illness or any other cause, and shall have the same powers thereof.

Article 14 – Offices and Organization –
 
The external public finance audit institution of the region where the headquarters of EURORAI are located shall be responsible for the running of the General Secretariat; the Secretariat shall be managed by the secretary general of EURORAI.

Article 15 – Powers and Duties –

The powers and duties of the General Secretariat are as follows:

1. Carry out the economic and administrative management of the Association, agreeing to realise and formalise the appropriate contracts, approve expenditure and order payments to be made and other ordinary managerial acts of the Association, all subject to the supervision of the Management Committee to which a report shall be given at the next meeting held.

2. Carry out the purely administrative works of the Association, keeping and storage of EURORAI’s legally established accounting records and the file of full members and associate members without the right to vote and the Association’s other documentation as well as the fulfilment of the documentation requirements within the corresponding legal terms.

3. Prepare the meetings of the Management Committee.

4. Carry out the decisions adopted by the General Assembly and the Management Committee.

5. Certify the resolutions adopted by the General Assembly and the Management Committee with the approval of the President.

6. Prepare the draft budget of EURORAI and submit it to the Management Committee.

7. Collect the membership fees and administer the accounts and coffers of the Association in accordance with the adopted budget.

8. Submit the annual financial statements to the Management Committee as well as a yearly financial report for drafting thereby to the General Assembly.

9. Implement the budget and keep EURORAI's account books.

10. Carry out the tasks assigned to it by the General Assembly or the Management Committee.

11. Represent the Association by delegation of the President.

12. Manage the bank accounts, in order to be able to perform all types of banking transactions for amounts payable and receivable and with the possibility of delegating this function to the personnel carrying out the economic and administrative management of the General Secretariat, so that they are authorised for the same bank accounts of EURORAI and are signatories thereof, with the ability to perform said transactions by electronic banking, always jointly, requiring two signatures therefor, one of which shall always be that of the Secretary General or his/her replacement as provided for in Art. 10.3.a) of these Statutes and the other, that of one of the employees authorised to operate the bank accounts of the Association.

Article 16 – The Congress –

1. The Management Committee shall convene a congress together with an ordinary General Assembly at least once every three years. The Congress shall discuss a subject matter related to the objectives of EURORAI.

2. The organization and costs of the Congress shall be covered by EURORAI and the external public finance audit institution from the region where the event takes place as agreed by the Management Committee together with the host institution. The General Secretariat of EURORAI may cooperate with the host institution in the preparation of the Congress.

Article 17 – Financial Regulations –

1. The Associations’ financial year shall be annual and ends on 31 December of each calendar year.

2. The expenses incurred by EURORAI shall be covered by:

a) Subscriptions from members as mentioned in Article 8, that shall be due at the latest on 30th June of each calendar year.

b) Grants, donations and other funds provided by regional, national or international entities or individuals.

c) Proceeds from the sale of publications and from other activities engaged in by EURORAI.

d) Any other sources approved by the Management Committee.

3. The external public finance audit institution of the region where the headquarters of EURORAI are located shall provide the necessary staff and premises for the General Secretariat and bear all related costs.

4. The annual budget is estimated at two hundred thousand euros (€ 200,000) and may be updated by agreement of the General Assembly at the proposal of the Management Committee.

5. The budget of EURORAI shall include translation expenses.

6. The General Assembly shall appoint the auditors of EURORAI’s accounts from amongst the members of the Organisation.

7. The Association lacks foundation capital.

Article 18 – Dissolution of EURORAI –

The decision to dissolve the Association shall require the agreement of two-thirds of the members of EURORAI with right to vote and shall be adopted by an extraordinary General Assembly. Dissolution shall be governed by the legislation of the member state where EURORAI has its headquarters.

Article 19 – Liquidation and Allocation of the Balance –

In the event of the dissolution of the Association, a liquidation committee shall be appointed. Once the debts have been paid, the net balance shall be distributed among its members, which shall allocate it to purposes that do not undermine the not-for-profit nature of the Association.