Article 1: The Association

CIRCOM Regional is a Professional Association of Regional Public Service Television in Europe, hereinafter called 'the Association'.

The Association is constituted according to the laws governing such bodies in the French départements of Haut-Rhin, Bas-Rhin and Moselle and in the terms of Articles 21 to 79 of the local Civil Code.

The Registered Office of the Association is located in Strasbourg, France. Its General Secretariat is located at the office of the current Secretary General. The Office of the Deputy Secretary General is located in Strasbourg.

Article 2: Aims and Objectives

CIRCOM Regional is an international association of broadcasting professionals working in the field of regional television in Europe. Its aims and objectives are:

• to promote the development of regional television;
• to foster productive contacts between professionals working in this field;
• to examine and debate issues affecting regional television;
• to facilitate co-operation between regional television stations, particularly through co-production projects;
• to help neighbouring stations in the realisation of cross-border projects;
• to make awards for excellence in regional program me-making;
• to provide program mes of expert training for regional television practitioners;
• to co-operate with other international organisations in initiatives to further these aims and in other areas of mutual interest.

The Association is founded on the principle that the close relationship between regional television stations and their audiences enables them uniquely to fulfil four key roles:

• forming a close relationship with television viewers;
• enhancing and promoting European culture with its rich diversity;
• supporting people in preparation for a multicultural society underpinned by democracy and tolerance
• promoting and preserving the values of regional cultures and languages of Europe

Article 3: Term of Constitution

The Association is constituted for an unlimited term.

Article 4: Sources of Finance

The Association shall be financed through:

• statutory subscriptions paid by its Active Members at rates and for periods determined by the European Board
• grants and subventions provided by local, regional, national and international institutions.
• revenue from advertising in its publications, from technical assistance to th ird parties, sponsorship and other private and public contributions.

Article 5: Membership

Membership of the Association shall be open to public service television organisations and to other entities and individuals who are committed to its aims and objectives and are recognised by the European Board.
Membership of the Association shall consist of Active Members and Associate Members. Active members are public service television organisations paying a membership fee.
Associate Members are sister organisations around the world and other organisations and institutions whose membership is deemed useful to the Association, paying a membership fee or supporting financially one of the CR activities.

Article 6: Application for Membership

Applications for Membership shall be submitted in writing to the General Secretariat and shall include the following information:

•  name, address, telephone and/or fax number and e-mail of the applicant;
•  region of operation;
•  description of the applicant and, if an organisation, its constitutional status, aims and objectives.

If required, the Secretariat may consult the relevant National Co-ordinator as to the character and status of the applicant and may request further information if required. In the light of the advice and pursuant to Article 5, the European Board shall accept or refuse the application. If no early Meeting of the European Board is scheduled, the President, in consultation with the Executive Committee and the relevant National Co-ordinator, issues a provisional acceptance or refusal. Such a provisional decision shall be presented for ratification at the earliest following Meeting of the European Board. The Secretary General shall keep a Register of Members.

Article 7: Resignation and Suspension or Withdrawal of Membership

A Member who wishes to resign from the Association must give six months notice in writing to the Secretary General, who shall immediately inform the European Board. Failure to give due notice shall render the resigning member liable to pay the following year's subscription in full.

Should any Member be in breach of the Association's Statutes or commit any act which contravenes its aims and objectives, the Executive Committee may suspend or withdraw Membership, having due regard to any explanation the Member may provide.

Article 8: Statutory Instruments

The Association's statutory instruments are:

• the Annual Conference (which shall incorporate its Annual General Meeting);
• the European Board (which shall serve as its Board of Directors);
• the Executive Committee (which shall serve as its Bureau).

Article 9: The Annual Conference: Procedures

To further its aims and objectives, the Association shall organise an Annual Conference. The Annual Conference of the Association shall be convened by the Executive Committee. The invitation to attend the Annual Conference shall include the provisional agenda and shall be promulgated in writing to all Members at least sixty days before the date set for the start of the Conference. If the interests of the Association so require, and pursuant to Article 36 of the governing Civil Code of the local law in Alsace and Moselle, the Executive Committee may convene more than one Conference in any year.

The primary purposes of the Annual Conference shall be:

• to view and discuss quality regional program mes;
• to make awards for excellence in regional program me-making;
• to debate professional issues;
• to launch co-production projects;
• to undertake training initiatives.

Article 10: Statutory Instruments: Accountability

The Executive Committee shall be accountable to the European Board and the European Board shall be accountable to the Annual Conference for matters delegated to them under these Statutes.

Article 11: The Composition of the European Board

The Board of Directors of the Association shall be called the European Board and its Membership shall be:

• the President;
• the Secretary General;
• the Deputy Secretary General;
• the National Co-ordinators of the countries from which full Members are drawn;
• up to five individual members co-opted by the Executive Committee by reason of their specialist expertise for the period of three years with the possibility of a second term;
• one representative of each European institution recognised by the European Board as a valued partner of the Association;

National Co-ordinators shall be accepted by the European Board, having regard to the Association Members from the relevant country. It is advisable that they have knowledge and experience as producers, directors, editors or managers actively involved in production or scheduling.

The European Board shall meet twice a year during the Annual Conference and at the end of the year. Additional Board Meetings may be convened at the instance of the Executive Committee. Sub-committees may also request the Executive Committee to convene additional Meetings but the decision to do so shall be at the discretion of the Executive Committee.

For a Meeting of the European Board to be constitutional, the Secretary General must have distributed the agenda to Board Members at least thirty days before the date of the Meeting.

Decisions of the European Board are determined by a simple majority vote of those present, one-th ird of the Membership constituting a quorum. National Co-ordinators shall exercise two votes per country represented; the President, the Secretary General, the Deputy Secretary General and the individual Members shall exercise one vote each. In the event of a tied vote, the President shall have an additional or casting vote. Voting by mail and proxy votes shall not be permitted. Voting on matters involving named individuals shall be by secret ballot.

Proposals to amend the Statutes must be submitted in writing to the Secretary General and must be distributed to Board Members at least thirty days before the date of the Meeting of the European Board at which they are to be debated. The adoption of such amendments requires a two-th ird s majority of all Board Members present at the Meeting, provided always that, for the purpose of such a vote only, at least half of the Board members with the right to vote is then present.

Article 12: The Responsibilities of the European Board

The European Board is charged with the management and administration of the Association between Meetings of the Annual Conference. Its competence covers the following matters:

• accepting or refusing Membership applications pursuant to Article 6;
• suspending or withdrawing Membership pursuant to Article 7;
• establishing Sub-committees and determining their Membership;
• submitting to the Annual Conference a report and accounts for the previous financial year;
• submitting to the Annual Conference an annual plan and budget for the coming year.

Article 13: The Executive Committee

The European Board shall entrust the day-to-day management of the Association's affairs to an Executive Committee, the Membership of which shall be:

the President, the Vice-President, the Secretary General, the Deputy Secretary General, six National Co-ordinators elected by the European Board from among its Members, having regard to the representative requirements of such a committee;

The Executive Committee Members shall be allocated responsibility for a specific field of activity.

The six National Co-ordinator Members shall be elected at a Meeting of the European Board at the end of the year. The election procedure shall be as follows:

1.  Each candidate must be nominated by a National Co-ordinator and seconded by two others. National Co-ordinators may exercise their right either to nominate or to second, but not both, and may do so for only one candidate.
2.   Nominations must be submitted in writing to the Secretary General and a list of validated nominations must be distributed to Members of the European Board thirty days before the Meeting of the European Board at the end of the year.
3.   Each candidate shall provide official approval in writing by his organisation enabling him/her to take the responsibility for tasks allocated by the Executive Committee.
4.   If there are no more candidates than vacant posts, the candidates shall be declared duly elected.
5.   If there are more candidates than vacant posts, the President shall so inform the European Board and an election by secret ballot shall be conducted. Elections shall be by a simple majority of the votes cast, Board Members exercising votes in accordance with Article 1 1 .
6.   The six elected members of the Executive Committee shall assume office at the end of that meeting and shall serve for two years and, following this period, are ineligible for a second term of office until a further period of two years has elapsed.

If circumstances so require to ensure either continuity or a regular rotation of membership, the European Board may extend for one year the term of office of any Member, provided that no more than one th ird of the Executive Committee shall serve under such extension at any time.

In case of a vacant post, the Executive Committee is entitled to fill this position ad interim until the next Meeting of the European Board.

The Executive Committee shall, through the Secretary General, issue regular progress reports on its work to Members of the European Board.

Article 14: The President and Vice-President

The President shall take the chair at Meetings of the Annual Conference, the European Board and the Executive Committee and shall ensure full compliance with these Statutes and with the aims and objectives of the Association. The President, who must be a representative of an active Member of the Association, with an executive role in his/her organisation, shall be elected by the European Board during its Meeting at the end of the year, Board Members voting in accordance with the provisions of Article 11. The President shall assume office at the end of that meeting and shall serve for one year. An individual may serve three consecutive terms of office as President, after which a period of three years must elapse before he or she becomes eligible for re-election.

The Vice-President of the Association shall also assume office at the end of the Annual Conference and shall be, ex-officio, the representative of the station hosting the Conference the following year.

Article 15: The Secretary General and Deputy Secretary General

The European Board shall appoint a Secretary General to manage the administration and the budget of the Association and to keep its archives. The duration of his or her appointment shall be determined by the Board but shall be not less than three years. The Secretary General shall be a representative of an active Member of the Association with an executive role in his/her organisation. The Secretary General is accountable for the management of the Association to the European Board, through the Executive Committee.

The Secretary General shall be appointed during a Meeting of the European Board at the end of the year. There will be one year period of transition. Office will be assumed formally at the start of the following year.

The candidate must be nominated in writing by his/her organisation, stating that it is willing to allot to him or her the necessary financial and organisational support for the execution of his or her duties.

If there is more than one candidate, the current Secretary General shall so inform the European Board at least thirty days before its Meeting at the end of the year. An election by secret ballot shall be conducted at this Meeting, Board Members exercising votes in accordance with Article 11.

The European Board shall, at the proposition of France 3, appoint a Deputy Secretary General for the term not less than 3 years.

The Secretary General and the Deputy Secretary General may divide the duties. The Deputy Secretary General is primarily in charge of the relation with the European Institutions.

If the European Board decides that the Secretary General is not fulfilling his duties and obligations, then the European Board can reconsider his/her appointment.

If the European Board decides that the Secretary General is incapable of carrying out the functions of the office, the duties of the Secretary General will be assumed by the Deputy Secretary General until such time as a new Secretary General is appointed.

If the European Board decides that the Deputy Secretary General is not fulfilling his/her duties and obligations then it will ask France 3 to reconsider his/her appointment.

Article 16: Financial Regulations

1.  The Association's Financial Year for accounting purposes shall be the calendar year.

2.  The Secretary General shall be responsible for the preparation and management of the Association's overall budget and of any subsidiary budgets. No revenue may be accepted or expenditure incurred without his or her approval, except as otherwise provided in this Article.

3.  The Secretary General is responsible for all bank accounts serving the Association's budgets. He or she shall prepare cash-flow forecasts to ensure the proper management of all accounts administered in the name of the Association.

4. The Secretary General may, with the approval of the Executive Committee, delegate the day-to-day management of a specified sector of the budget to the individual to whom the Executive Committee has allocated responsibility for the activity thus funded. The budgeted expenditure of such sectors, whether or not operating through separate bank accounts, may be exceeded only with the approval of the Secretary General or, by default, of the Deputy Secretary General.

5.  Where any prospected overspend exceeds 10% of the budget, whether of the overall budget or of a sector budget, such expenditure shall require the approval of the President and the Secretary General.

6.  Any single expenditure of EURO 25.000 or more shall require the approval of the President and the Secretary General.

7.  Any payment, through any of the Association's accounts, to any organisation or individual with whom any Member of the European Board, or any project organiser, has a personal or family financial interest shall require the approval of the President and the Secretary General. All such interests must be declared in advance of any commitment and all such payments shall be clearly identified in an annexe to the accounts.

8. All revenue and expenditure, including the finances of any self-standing co-productions or special projects, shall be recorded in summary in the Association's overall accounts.

9.  The Secretary General shall, at least three times in the course of the Financial Year, submit a formal report to the Executive Committee and the European Board on the progress of revenue and expenditure against budget projections, with explanations of any variances, in a standard accounting form. Internal Auditors, who are appointed by the European Board, selected among Active members, report to the Executive Committee and to the European Board.

10.  Subsidiary budgets for sector activities and special projects shall be drawn up, and jointly agreed, in consultation between the Secretary General and the individual to whom the Executive Committee has allocated responsibility for the relevant activity.

11.  Where a sector or project budget has been so discussed, agreed and operated, the individual responsible, whether or not the Secretary General, shall provide a written account of its management to the European Board if so required.

12.  Unless the Secretary General, with the approval of the Executive Committee, agrees otherwise, all revenue for any activity of the Association shall be paid first into the Association's main bank account, before transfer to any subsidiary account.

13.  The presentation of the budget and accounts shall reflect the various sources of finance for different aspects of the Association's activities. The operation of the Association's Strasbourg office shall thus be shown as being funded by France 3 and by the Alsace Region and by such other partners as the Executive Committee shall from time to time approve.

Article 17: Adoption of the Statute

These Statutes were adopted as the constitution of CIRCOM Regional on Friday, 24 November 1995 at a Meeting of the European Board held in Strasbourg, France.