TITLE I: OBJECTIVE AND MEMBERSHIP

ARTICLE 1: FORMATION, NAME AND REGISTERED OFFICEE

1-1 Anon-profit making International association is hereby established under the name "European Federation of Regional Energy and Environment Agencies" F.E.D.A.R.E.N.E."; regulated by Heading III of the law of 27 June 1921 on the non profit association, the foundations and the non profit international association.

1-2 Its duration is unlimited.

1-3 Its registered office is located at 11, rue du Beau Site, 1000 Brussels (BELGIUM). The registered office may be transferred to any other address in Belgium by the decision of the Board of Administration. The transfer of the registered office will be published in the Moniteur Belge.

ARTICLE 2: PURPOSE

The purpose of this association is, as a non-profit making association,

2-1 to contribute to the development of partnerships between its members by offering them the possibility of exchanging experiences and sharing their expertise in the fields of energy management, development of renewable energies as well as the protection and promotion of the environment in the framework of sustainable development;

2-2 to carry out, or to have carried out, actions or studies on subjects of regional or European interest concerning energy and the environment.

It also contributes to:

2.3 the representation of its members vis-à-vis the European institutions and to promoting their points of view in the fields of energy management and environmental protection;

2-4 assisting its members in setting up regional energy and/or environment agencies and in carrying out planning and management exercises relating to energy and the environment;

2-5 representing the interests on the demand side (consumers, users, citizens) and on the local supply side, to promote the regional dimension in debates concerning energy and the environment.

To achieve the above objectives, the association:

2-6 Organising working groups in order to encourage exchange of experience and transfer of know-how;

2-7 Providing an ongoing information service to the members;

2-8 Acting as a centre for the dissemination of information both to its members and to European Institutions.

2-9 Providing technical expertise to European organisations;

2-10 Preparing position papers on European legislation and programmes;

2-11 Giving advice on relevant programmes and funding possibilities;

2-12 Assisting in the formulation of project proposals and the creation of partnerships.

ARTICLE 3: MEMBERSHIP

3-1 The Federation is composed of public and/or private organisations and regional and local authorities in Europe working in the fields of energy management, development of renewable energies, sustainable development and/or environmental protection and who have subscribed to these statutes.

3-2 The Federation comprises 4 Colleges.

3-3 College 1:

Members of College 1 comprise:

Departments and institutions of Regional Authorities responsible for the implementation of energy management policies and/or environmental protection; the aim of these departments and institutions is to set in place a structure to enable the further development of environment and energy policies.

Public or private organisations, which are responsible for developing and implementing policies directly, related to these areas and which work on behalf of regional institutions. Private organisations are required to have legal status.

In order to qualify as a member of College 1, the candidate should be proposed by the Board of Administration and be accepted by the General Assembly, according to the conditions indicated in article 4-4, paragraph 2.

Members of College 1 contribute towards the running of the Federation by the payment of a membership fee proposed annually by the Board of Administration and approved by the General Assembly in accordance with the conditions laid down in Article 4-4.

3-4 College 2:

Members of College 2 comprise:

The departments and institutions of local authorities and partnerships of local authorities, with a minimum of 50,000 inhabitants in their geographic area, which are responsible for the development of energy management and/or environmental protection policies;

Public or private organisations that are responsible for the development of policies, implementing policies directly related to these areas and which work under the authority of local institutions. Private organisations are required to have legal status;

In order to qualify as a member of College 2, the candidate should be proposed by the Board of Administration and be accepted by the General Assembly, according to the conditions indicated in article 4-4, paragraph 2;

Members of College 2 contribute to the operation of the Federation by the payment of a membership fee the amount of which is proposed annually by the Board of Administration and approved by the General Assembly, in accordance with the conditions laid down in Article 4-4.

3-5 College 3:

Members of College 3 comprise:

Individuals or legal entities, who are unable, because of their status or activities, to become members of Colleges 1 or 2 but who, in view of their capacities, their independence and their activities, wish to contribute to the further development of the Federation and to the accomplishment of its objectives, as defined in Article 2, may become members of College 3;

In order to qualify as a member of College 3, the candidate should be proposed by the Board of Administration and be accepted by the General Assembly, according to the conditions indicated in article 4-4, paragraph 2;

Members of College 3 contribute to the operation of the Federation by the payment of a membership fee, which is proposed annually by the Board of Administration and approved by the General Assembly, in accordance with the conditions laid down in Article 4-4.

3-6 College 4:

Members of College 4 or honorary members comprise:

Honorary members, political personalities or those who have been active within the Federation in the past, appointed by the Board of Administration, for the exceptional services which they may have contributed to the Federation or for their fame or the quality of their work in the fields pursued by the Federation;

In order to qualify as a member of College 4, the candidate should be proposed by the Board of Administration and be accepted by the General Assembly, according to the conditions indicated in article 4-4, paragraph 2;

Members of College 4 are exempt from a membership fee.

3-7 All applications for membership must be formulated in writing by the legal representative of the applicant organisation in question and addressed to the President of FEDARENE.

3-8 Membership of Colleges 1, 2, 3 or 4 shall be withdrawn in the event of:

Resignation notified by registered letter addressed to the President who will inform the Board of Administration and the General Assembly. It will come into effect on 1 January of the following year and, in any case, after expiry of a notice period of three months;

Exclusion for the non-payment of membership fees or for a serious offence, such as the violation of the purpose of the organisation, upon the proposal of the Board of Administration, after hearing the submission of the legal representative of the organisation in question, in the case of members of Colleges 1 or 2 or the individual or legal entity, in the case of Colleges 3 and 4 and ruled upon by the General Assembly, according to the conditions laid down in Article 4-4. A decision for exclusion is notified by registered letter signed by the President and sent to the legal representative of the organisation in question, in the case of members of Colleges 1 or 2 or to the individual or legal entity in the case of members of Colleges 3 and 4.

Any member who resigns or is expelled from the association and may not claim reimbursement of membership fees that he/she has paid.

TITLE 2: MANAGEMENT AND ORGANISATION

FEDARENE is composed of the General Assembly and the Board of Administration.

ARTICLE 4: GENERAL ASSEMBLY

4-1 The General Assembly of the Federation is composed of the representatives of Colleges 1, 2, 3 and 4 in the following way: One representative per member of College 1; each member of College 1 may designate a representative. Each representative has the right to one vote.

One representative per member of College 2; each member may designate a representative. Members of this College have a vote in accordance with the provisions laid down in Article 4.4.

One representative per member of College 3; each member may designate a representative. Members of this College have the right to speak and to be consulted but not to vote.

One representative per member of College 4; each member may designate a representative. Members of this College have the right to speak and to be consulted but not to vote.

All members may give a mandate to another member of the same College to represent them. However, no member may dispose of more than one mandate, other than his/her own. These mandates shall be given in writing, faxes being acceptable.

4-2 The General Assembly will be held at least once a year and be convened by the President. An Extraordinary General Assembly will be convened by the President in the event of a request from at least one quarter of the members of Colleges 1 and 2 who are entitled to vote, hereinafter referred to as 'the eligible electing parties' and in accordance with the conditions laid down in Article 4.4.

The General Assembly represents the members of each of the Colleges 1, 2, 3 and 4 of the Federation. Within the scope of the powers conferred on it by the legislation and by these statutes, the decisions taken at the General Assembly are binding for all members of FEDARENE, including those absent.

The agenda is fixed by the Board of Administration.

The members of FEDARENE will receive formal notice of the meeting of the General Assembly, by e-mail or by letter, at least 15 days before the date of the General Assembly.

4-3 The General Assembly rules on all matters concerning the operation of the Federation and, in particular:

The establishment of the main lines of action for achieving the objectives of FEDARENE;

The election and dismissal of the President and members of the Board of Administration;

The hearing of the reports on the corporate and financial situation of the Federation, approval of the accounts for the previous financial year, giving full discharge to the treasurer, adoption of the budget for the next year, deliberation on issues on the agenda;

The winding up of the Federation;

The approval of any internal regulations presented for acceptance by the Board of Administration and ruling on any modifications to these statutes;

Ruling on the admission to, status of and loss of membership;

Determination of the membership fee payable by members, in compliance with the principles stated in article 11-2.

4-4 A quorum of the General Assembly is fixed at two-thirds (rounded down) of members who are entitled to vote, whether they are present or represented.

In order to be valid, all decisions taken at the General Assembly must be passed by simple majority; only votes 'for' and 'against' will be taken into account. Where the number of votes against a motion equals the number for, the President shall have a casting vote.

A secret ballot may be requested either by the Board of Administration or by one quarter of members entitled to vote.

College 1 and College 2 are the Eligible electing parties:

College 1: Each member of College 1 has one voting right;

College 2: Each member of College 2 has one voting right,

College 3: The members of College 3 have no voting right. They only have a consultative role;

College 4: The members of College 3 have no voting right. They only have a consultative role.

4-5 The minutes of the meetings of the General Assemblies will be kept in a minute book available to all members at the registered office. The minutes, as well as the reports presented in the General Assembly, shall also be distributed to all members of the Federation.

ARTICLE 5: BOARD OF ADMINISTRATION

5-1 The members of the Board of Administration are elected by the General Assembly, in separate ballots, in accordance with the provisions of Article 4-4.
The Board of Administration is composed of at least 12 members and a maximum of 16 members: a President, a General Secretary, Vice-Presidents, a Secretary and a Treasurer. The position of Treasurer or Secretary can be held by one of the Vice-Presidents.

The President is the political representative of a member of College 1, with a political mandate and a field of responsibility relating to energy and/or the environment. The General Secretary is chosen from among the members of College 1.

The other members of the Board of Administration, between 10 and 14 members are chosen from among the members of College 1 and College 2

In order to avoid the concomitance of the election of President and General Secretary, the election of each has to take place with at least one year's interval between them. The mandate given to each of the members of the Board is for 3 years and may be renewed without any limit. Exceptionally, the first mandate of the General Secretary is for two years.
It is up to each member appointed to a Board of Administration function, with the exception of the President, to designate his/her representative. The representative must hold, as a minimum, the position of director of the organisation or hold a formal mandate.

The mandate of Administrator is granted to the members of Colleges 1 or 2 in service.

The President and the members of the Board of Administration are elected and dismissed by the General Assembly.

5-2 In the event that a position on the Board of Administration becomes vacant during its term of office, the Board of Administration will fill the vacant post with a substitute, as soon as possible, while awaiting the election of a successor by the General Assembly at its next meeting.

5-3 Meetings of the Board of Administration are convened by the President, at least twice a year. The President may give a mandate to the General Secretary or one of the Vice-Presidents to act on his behalf. The administrators of the federation will receive formal notice of the meeting of the Board of Administration, by e-mail or by letter, at least 15 days before the date of the meeting.

5-4 The Board of Administration takes its decisions by simple majority. A quorum is fixed at half (rounded down) of the members of the Board of Administration, whether they are present or represented. In the event that the number of votes against a motion equals the number of votes for, the President will have the casting vote.

Any member of the Board of Administration can give a mandate to another member of the Board of Administration to act as his representative. However, no representative may have more than one mandate vote in addition to his/her own. Mandates will only be given in writing, faxes being acceptable.

5-5 The Board of Administration exercises all of its management and administrative powers, subject to the attributions of the General Assembly. It is empowered to:

Implement the decisions of the General Assembly;

Propose the level of the membership fees;

Propose the agenda of the General Assembly;

Draft proposals for the modification of the statutes and internal regulations;

Propose the admission to, the status of and loss of membership;

Propose the transfer of the Federation's headquarters;

Reach decisions concerning the delegation of authority.

Minutes will be taken of its meetings and these will be recorded in a minute book available to all members at the registered office.

5-6 The members of the Board of Administration cannot receive any payment concerning the duties with which they are entrusted.

ARTICLE 6: THE PRESIDENT

6-1 The President will represent the Federation at political events. The President may give a mandate to the General Secretary or one of the Vice Presidents to act on his/her behalf.

6-2 The President shall be elected by the General Assembly for a period of three years - a term which is renewable.

6-3 It also falls to the President to convene the meetings of the Board of Administration and the General Assembly over which he presides. The President may give a mandate to the Secretary General or to one of the Vice Presidents to act on his/her behalf.

6-4 People or organisations whose activity is linked to those of FEDARENE may be invited by the President to meetings of the Board of Administration or the General Assembly as observers whether on his/her initiative or at their own request. There will be no permanent nature to the invitation.

6-5 On the proposal of the General Secretary and following discussion, the President takes on and dismisses Federation staff.

6-6 The President can delegate all or certain of his/her powers to the General Secretary.

ARTICLE 7: GENERAL SECRETARY

7-1 The General Secretary is appointed under the President. He/she is responsible for the ongoing management of the Federation. These responsibilities include:

Representing the Federation at different events when the President is unable to be present;

On the request of the President, making proposals to the Board of Administration regarding the strategies and activities to be implemented.

He/she is answerable to the General Assembly for the full completion of tasks.

7-2 The General Secretary represents the Federation in all civil actions:

He/she signs contracts on behalf of the Federation;

He/she is empowered to appear in court in the name of the Federation as plaintiff or defendant;

The General Secretary shall only be replaced in court by an authorised representative acting for the association in accordance with special authorisation.

ARTICLE 8: VICE-PRESIDENTS

The Vice-Presidents are elected by the General Assembly, by separate ballot, for a term of three years, which is renewable.
Their duties are laid down in the Internal Regulations.

ARTICLE 9: TREASURER

The Treasurer is responsible for managing the finances. He/she is, in particular, responsible for keeping the accounts for which he/she is answerable to the Board of Administration and the General Assembly. The accounts cover the period from 1 January to 31 December each year and are approved before 30 June of the following year. The annual accounts of the non-profit international association, established according to the article 53 of the law, will be handed in to the Ministry of Justice, each year.

ARTICLE 10: SECRETARY

The Secretary is responsible for the drafting of the minutes of the meetings of the Board of Administration and the General Assembly, as well as their entry in the various minute books kept for this purpose.

ARTICLE 11: FUNDS

11-1 The funds of the Federation are composed of:

Membership fees of its members;

Subsidies or financial assistance;

Payments for services rendered. These services are required to remain within the framework of the activities of the Federation; activities which are not for profit.

11.2 Membership of FEDARENE is subject to payment of an annual subscription calculated on the basis of the formulas described below, by college and detailed in the Internal Regulations:

College 1: subscription based on the regional PIB and the number of inhabitants per region.

College 2: subscription based on the number of inhabitants.

College 3: fixed on a case-by-case basis by the Board of Administration.
The minimum and maximum subscriptions for the 3 colleges are determined by the Internal Regulations.

Membership fees will be approved by the General Assembly in accordance with Articles 4-4.

11-3 The assets of the Federation stand as sole surety for the commitments made in its name and none of its members shall be held responsible.

TITLE 3: MODIFICATION TO ARTICLES, DISSOLUTION AND

INTERNAL REGULATIONS

ARTICLE 12: MODIFICATION OF THE STATUTES

These statutes can be modified by decision of a General or an Extraordinary General Assembly in accordance with the conditions laid down in Article 4-4. In the event that this arises, the agenda of the meetings must make express mention thereof.

Modifications to the statutes must be submitted to the Ministry of Justice and must be published in the Annexes of the Belgian Monitor.

ARTICLE 13: DISSOLUTION AND LIQUIDATION

The dissolution and liquidation of the Federation can only be deliberated in an Extraordinary General Assembly with a quorum of ¾ (rounded down) of the members entitled to vote, whether present or represented.

The dissolution of the Federation can only be decided with a majority of ¾ of members present or represented and entitled to vote, who are members of Colleges 1 and 2.

Should there not be a quorum for the General Assembly, convened in accordance with paragraph 1 above, a new assembly will be convened within two months. The new assembly will be able to take a decision on dissolution and liquidation irrespective of the number of members present or represented.

In the event of dissolution, one or several liquidators will be appointed, and assets and liabilities, depending on the situation, will be devolved in accordance with the law. Any assets remaining after liquidation will be employed for a disconnected purpose.

A decision for dissolution is required to be published in the Annexes of the Belgian Monitor.

ARTICLE 14: INTERNAL REGULATIONS

The Internal Regulations lay down the details regarding the implementation of these statutes. They are adopted by the General Assembly on the proposal of the Board of Administration. These regulations come into force immediately but on a provisional basis until they have been submitted to the General Assembly for approval. When they are agreed by the latter they become final.

The internal rules of procedure will be drawn up in accordance with the provisions of Heading III of the law of 27 June 1921 on the nonprofit association, the foundation and the non-profit international association, without prejudice to the competence devolved in the General Assembly.

ARTICLE 15: VOTE BY CORRESPONDENCE

Exceptionally, decisions falling within the competence of the General Assembly and/or the Board of Administration may be ratified by correspondence. In this case, the documents destined for approval will be sent in duplicate by registered letter with acknowledgement of receipt to the legal representatives of the members of Colleges 1 and 2.

Members then have 15 working days from the date of receipt of the letter within which to return one original to the President of FEDARENE, the postmark serving as proof. Votes posted after this date will not be taken into consideration.

The approval of submitted documents is shown by the endorsement "carried" and rejection by "rejected" followed by the signature of the legal representative of the active member in question.

The vote by correspondence will be recorded. The record will be sent to all members of FEDARENE.

The submitted documents will be accompanied by an explanatory note concerning the nature of the decisions that will be taken by the vote. They will have to be ratified at the subsequent meeting of the Board of Administration or General Assembly.

ARTICLE 16: EXTRAORDINARY GENERAL ASSEMBLY

Requests concerning the convening of an Extraordinary General Assembly, including the reasons, will be written and sent to the President of FEDARENE. When the request represents at least one quarter of all those entitled to vote who are members of Colleges 1 and 2, as provided for in Article 4-4, the President, having informed the Board of Administration, must convene an Extraordinary General Assembly within one month of receiving the request.

ARTICLE17:

Anything that is not provided for in these statutes will be governed in accordance with the provisions of Heading III of the law of 27 June 1921 on the non-profit association, foundations and non profit international associations