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Statutes

Statutes of
CER
COMMUNITY OF EUROPEAN RAILWAY AND INFRASTRUCTURE COMPANIES
NON-PROFIT INTERNATIONAL ASSOCIATION


For the CER statutes in pdf format please click here.


 


1. Designation, registered office, purpose

Article 1

An International Association, named the "Community of European Railway and Infrastructure Companies", CER in abbreviated form, is hereby formed.

 
The Association shall be governed by the Belgian Law of 25 October 1919, as amended by the Law of 6 December 1954 and 30 June 2000.
 
Article 2

The Association's registered office shall be located in a municipality in the Brussels-Capital Region.
It is currently located at 53, Avenue des Arts, 1000 Brussels.
The registered office may be transferred to any other location in the Brussels Region by decision of the Management Committee published in the Belgian Gazette within one month of the decision being adopted.

 
Article 3

The association is a non-profit body.
 

The main activity of the Association is to take action on all issues relating to European Union action and intentions in the field of transport, in particular from the point of view of the rail sector, to analyse problems relating to such issues and, where appropriate, to devise solutions and ensure their implementation; and to efficiently represent the interests of its members to the European Institutions and other policymakers and transport actors.
Its main objective is to assist in improving and developing the rail transport mode as a whole.
Furthermore, the association is dedicated to provide services to its members, to conduct studies and research and to publish the findings and recommendations, organise working groups to facilitate communication between its members and other associations.

 
 
2. Members
Article 4

The Association consists of two categories of Members: Full Members and Associate Members.

  

Article 5

Candidates for membership must be involved in rail services (passenger, freight and/or infrastructure) and be based in Europe.
They must submit an application in writing to the Chairman or the Executive Director of the Association.
Decisions regarding the admission of new Members shall be taken freely by the General Assembly.
 

5.1 Candidates for full membership must fulfil the following conditions:
 

a) They must be public or private "railway undertakings" and/or "infrastructure managers", or their associations in special cases;
b) The registered offices of these entities and their main activities (which must be rail-based) must be within the territory consisting of the European Union and the European Free Trade Association, or must be established in the territory of a state that is engaged in negotiations for membership of the European Union.
c)  In the territory comprised within the European Union and the European Free Trade Association, members must as a rule (only one of these criteria need be met):
• either have an annual rail-based business volume of at least 2 billion "traffic units" (aggregate of passenger-kilometres and tonne-kilometres);
• or a turnover from their rail business of at least 100 million Euro;
• or manage a rail network of at least 1,000 km.
d) The entities to which reference is made in § a) above must be members of the International Union of Railways (UIC), currently located at 16 rue Jean Rey in Paris.
 

Dispensations may exceptionally be proposed to this Article 5.1: these shall be considered and approved strictly on a case-by-case basis by the General Assembly. 

  
5.2 Candidates for associate membership shall be any railway undertaking or rail infrastructure manager with a legitimate involvement or interest in the aims and objectives of the Association that does not meet the conditions set out in Article 5.1 of these Statutes.
 

5.3 The entitlements of Full and Associate members are set out in these Statutes and in the CER Internal Regulations

 
Article 6

All Members must:

a) comply with the Statutes of the Association, its Internal Regulations and the decisions duly adopted by the Association;
b) pay the membership fees due.

 
Article 7

Members of the Association may resign provided they give twelve months’ notice.
 

A Member may be expelled for one of the following reasons, subject to a right of appeal:
a) the membership conditions are no longer met;
b) infringement of the Statutes of the Association, of its Internal Regulations or of other decisions duly adopted by the Association;
c) failure to pay membership fees owed to the Association for a period of more than six months;
d) bankruptcy, in receivership, application of legal settlement or equivalent processes.

 
Any Member which ceases to belong to the Association shall have no rights to the Association's capital and must pay the entire amount of the fees owed for the year during which cessation of membership becomes effective.

 
Article 8

8.1  Full Members shall pay an annual membership fee based on calculation rules determined by the General Assembly.
Rules for determining fees shall be based on fixed shares and variable shares according to network, traffic unit volumes and revenues.
The arrangements for determining these fees shall be set out in the Internal Regulations.
 

8.2  Associate Members shall pay an annual membership fee under conditions set out in the Internal Regulations
 

8.3  Members admitted in the course of a financial year may qualify for a reduction in their fees pro rata to the length of the period preceding their admission during the financial year concerned.

 
 
3. Partnership

Article 9

Candidates for Partnership shall be any rail company not necessarily based in Europe but with a legitimate interest in the aims and objectives of the Association. The Association will maintain a privileged and close relationship with its Partners.
 

Partners shall comply with the Statutes of the Association, its Internal Regulations and the decisions duly adopted by the Association, which relate to them.
 

Partners shall pay a fee according to an agreement reached with the Executive Director who shall consult the CER Chairman in this regard beforehand.

 
 
4. General Assembly

Article 10

The General Assembly shall have full powers in fulfilling the Association's purpose.
It shall consist of Full and Associate Members, represented by persons with the status of Chairman or Director General or equivalent, or by other executives with adequate ranking, such as board member or head of international relations, explicitly designated by them to this end. Integrated or holding companies with a single membership can be represented by persons representing the passenger, freight and/or infrastructure entities provided they hold a ranking as stated above.

 
Partners shall have the right to attend the meetings of the General Assembly, but have no voting power.

 
The General Assembly shall, among others, have the following powers:
a) adoption of a yearly policy plan on a proposal by the Executive Director. The plan shall set out the strategic objectives to be achieved and to be reviewed each year;
b) definition of the political guidelines on a proposal by the Executive Director in order to give a framework to the “day to day” and “subject by subject” positions of the CER in the following year;
c) approval of budgets and accounts and of the rules for calculating members' fees;
d) election and removal from office of the Chairman of the Association, its Vice-Chairmen, its Administrators and its Executive Director;
e) amendment of the Statutes of the Association;
f) winding-up of the Association;
g) admission and expulsion of Members;
h) definition of the guidelines for the Association's action;
i) delegation of powers to the Management Committee, Chairman or to any other persons or working groups.

 
Article 11

The General Assembly shall be convened and chaired by the Chairman of the Association.
It shall meet normally at least two times per year.
It may also be specially convened at the request of the Chairman or at the request of one-third of the Members.
The meetings shall be held at the venue indicated on the invitation, a copy of which shall be sent to all Members.
The invitation shall be drawn up by the Executive Director and approved by the Chairman and sent out 14 days before the date of the meeting.
It must contain the agenda drawn up by the Executive Director and approved by the Chairman, taking account of the possible wishes expressed by Members.

 
Article 12

The number of votes of Full and Associate Members at the General Assembly shall correspond in each case to the percentage that an individual fee represents of the total fees for the current financial period at the date of the General Assembly meeting.
The right to vote is indissociably linked to the payment of the annual service fee. Members that have not settled the invoiced membership fee will lose their right to vote until their debt towards the Association is settled.

 
Article 13

Members may be represented at the General Assembly by another Member as defined under Article 10 above, holding a proxy on behalf of the former.
Full Members may only be represented by another Full Member.
However, no Full Member may hold more than two proxy votes.

 
The General Assembly shall only deliberate validly if at least two-thirds of the Members are present or represented.

 
If this two-thirds quorum is not achieved, another General Assembly shall be convened under the same conditions.
It shall validly deliberate irrespective of the number of Members present or represented.

 
Article 14

Decisions of the General Assembly shall be adopted based on a two-thirds majority of votes cast, without taking abstentions into account.

 
Decisions may not be adopted on any items not appearing on the agenda.

 
Decisions adopted by the General Assembly shall be recorded in minutes and held in a register by the Executive Director, who shall make it available to all Members.

 
 

5. Chairman, Vice-Chairmen

Article 15

15.1 On the basis of written applications, details of which are to be communicated to members by the current Chairman at least 14 days before the meeting, the General Assembly shall elect the Chairman and three Vice-Chairmen of the Association. The Chairman and Vice-Chairmen shall automatically also be Administrators of the Association, the two mandates being linked. In the same way they cease automatically to retain their positions of Chairman or Vice-Chairman if they lose their seat on the Management Committee.
The terms of office of the Chairman and Vice-Chairmen are renewable once only.
The General Assembly may consider that one of the three Vice Chairmen should hold the rank of Chairman or equivalent in an entity fulfilling the function of “infrastructure manager” and holding full membership of the Association as referred to in Article 5.1.a) on condition that applications have been received from persons working for an entity filling that description. 
 

15.2 The Chairman of the Association must belong to an entity referred to in Article 5.1.a) with its registered offices and main activities (which should be rail-based) within the territory of the European Union.
 His/her term of office will automatically terminate if this condition is no longer fulfilled.

 
15.3 The Chairman has a general responsibility for the achievement of the Association's statutory goals and informs the General Assembly of the accomplishment of his mission.
He/she shall convene and preside over the sessions of the statutory bodies and exercise the other powers granted to him under the terms of these Statutes.
 
He/she shall be the spokesman of the CER at the highest level. In this capacity he/she shall speak in conformity with the decisions and general policies of the association. He/she shall alone represent the Association vis-à-vis third parties in all domains, including legal proceedings.  
The Chairman may delegate his/her powers, including the power of representation in all domains, to the Vice Chairmen or the Executive Director.
The Chairman shall ensure, in liaison with the Executive Director, that the association's objectives are attained and that the decisions of the General Assembly are applied. 

 
15.4 The Vice-Chairmen shall have priority in receiving delegations of authority from the Chairman, depending on their availability.
 Should the position of Chairman fall vacant, one of the Vice-Chairmen shall, on the basis of a decision by the Management Committee, take up the temporary position of Acting Chairman. A General Assembly shall be convened within a maximum of three months to elect a new Chairman.

 
 
6. Management Committee

Article 16

16.1 The Management Committee shall consist of the Chairman, the four Vice-Chairmen and other Administrators elected by the General Assembly, in accordance with the following rules:
a) all Administrators must hold the rank of Chairman or Director General or equivalent in one of the entities referred to in Article 5.1.a);
b) only two Administrators are permitted per country (on the basis of where his/her entity has its registered offices) and only one Administrator is permitted per company;
c) there shall be no more than 16 Administrators;
d) on the basis of written applications, about which the current Chairman shall inform members at least 14 days prior to the meeting, the General Assembly shall elect the other Administrators once the Chairman and Vice-Chairmen have been elected;
e) at least one of the Administrators shall be serving a member of an entity fulfilling the function of infrastructure manager on condition that applications have been received from persons working for an entity filling that description.
f) Chief Executive Officers (CEOs) from CER member companies, who are elected as members of the Management Committee of UIC Europe but who are not members of the CER Management Committee are automatically associated to the CER Management Committee.
 

16.2 Administrators shall be elected for a period expiring no later than the end of the second calendar year following the year of the election. An Administrator cannot be elected in the same capacity as Chairman, Vice-Chairman or member for more than two consecutive terms. The General Assembly may exceptionally decide to extend the maximum number of terms of a Management Committee member.
 Administrators’ tenure of office will automatically be terminated, as soon as they cease to fulfil the criteria set out in § 16.1.a) above.
 An Administrator may be removed by the General Assembly, provided he/she has the right to enter a plea in his/her defence.

 
16.3 The Management Committee shall:
a) prepare the meetings of the General Assembly; propose the guidelines of the yearly policy plan and the policy guidance for the main dossiers for subsequent day-to-day activities ; table to the General Assembly all major controversial topics for which the yearly policy plan and political
guidelines are not sufficient to define a CER position ; control, monitor
and report to the General Assembly  on the achievement of the yearly
strategic objectives; adopt as many political positions as possible
according to the guidelines set out in the yearly policy plan in order to
meet the efficiency requirement. These positions may be expressed publicly;
b) take holding measures required by the day-to-day management of the Association;
c) carry out all other tasks with which it is entrusted by the General Assembly.

 
16.4 The Management Committee shall be convened by the Chairman of the Association or, if appropriate, at the request of at least two Administrators.
It shall meet as often as necessary and at least as many times a year as the General Assembly.
It may invite, for consultative purposes, persons of equal rank to the Administrators.
It shall be presided over by the Chairman.
Meetings shall be held at the venue indicated on the invitation.
The invitation shall be drawn up by the Chairman and sent out 14 days before the date of the meeting.
The invitation must contain the agenda.

 
16.5 The Management Committee may only validly deliberate if the majority of the delegates are present.
Decisions will usually be taken by agreement of the members attending the meeting. Votes shall be taken by qualified majority of two thirds of the present members of the Management Committee. Abstention and proxy votes are not allowed. Each member will hold one vote. The Chairman can decide to proceed by written vote.
 

16.6 Decisions of the Management Committee shall be set out in minutes signed by the Chairman and the Executive Director, who shall keep them in a register and send the text to all Administrators and all Members of the Association.

 
 

7. Executive Director

Article 17

On the basis of written proposals by members, or failing that on the basis of a panel of candidates selected by a specialised agency, the General Assembly shall appoint an Executive Director, and shall lay down the conditions and the duration of his/her mandate. His/her appointment may be terminated by the Management Committee or the General Assembly.
He/she shall have the mission of leading and representing the association externally, on behalf of the Chairman, on the basis of the yearly policy plan adopted by the General Assembly. He/she shall be automatically vested with the necessary powers by the General Assembly to which he/she shall report.  He/she shall take full action and shall be responsible for the management and the administration of the Association and represent it on behalf of the Chairman vis-à-vis third parties, including during legal proceedings, in the context of his day-to-day management function.
He/she shall in particular draw up the CER yearly policy plan and political guidelines which are presented to the General Assembly.
The details of his/her mandate shall be set out in the Internal Regulations.

 
 
8. Technical Director

Article 18

The Executive Director may propose to the General Assembly to appoint a Technical Director.
The Technical Director leads the CER Technical Department, i.e. in particular, he/she will draw up the CER yearly technical plan and technical guidelines.
By delegation of the Executive Director who keeps full responsibility, he/she represents CER in its daily activities vis-à-vis the European Institutions as far as technical issues are concerned.

 
 
9. High Level groups and Working groups

Article 19

High Level groups shall be set up in the three branches of activity of the Association, namely passenger traffic, freight traffic and railway infrastructure with a view to determine the general strategy of the Association in each of these branches of activity. Additional High Level groups can be set up upon demand.

 
High Level groups shall consist of Full and Associate Members, represented by persons with the status of Chairman or Director General or equivalent of the related branch of activity.

 
Results of High Level group meetings are communicated to all Members.

 
Article 20

In areas falling within the scope of their respective responsibilities and on a case by case basis, the General Assembly and Management Committee may set up, organise and disband specific Committees in charge of addressing particular issues and reporting to them, especially in the event of a decision being required.

 
Other working groups may be set up on a permanent or temporary basis at other levels and organised in accordance with the Internal Regulations. These working groups report to the Group of Assistants.

 
Associate members have the right to participate in all working groups of the Association.

 
The Executive Director may decide to allow Partners to attend specific working groups, on a case by case basis, when their involvement may serve the common interests of the Association and as long as there is no objection from a Full member.

 
 
10. Budgets and accounts

Article 21

The financial year shall end on 31 December.

 
Each year the Chairman shall submit the annual accounts for the past year and a draft budget for the year to come to the General Assembly for approval, before the end of June.
Both the annual accounts and the draft budgets shall be drawn up by the Executive Director.
The annual accounts shall be audited by auditors appointed in accordance with the Internal Regulations.

 
 
11. Amendments to the Statutes - Disbandment - Winding up the Association

Article 22

An invitation to a meeting aimed at proposing an amendment to the Statutes or the winding up of the Association must be sent to the Members at least three months in advance.
 

Any decision to amend the Statutes or to wind up the Association shall require a two-thirds majority of the votes cast at the General Assembly, without taking abstentions into account.

 
The General Assembly may only validly deliberate if at least two-third of the Members are present or represented.
If this two-thirds quorum is not obtained, another General Assembly shall be convened under the same conditions.
This General Assembly shall deliberate validly, irrespective of the number of Members present or represented.

 
Amendments to the Statutes will only take effect in accordance with criteria for publication set out in Article 3 of the Law of 25 October 1919 as amended by the Law of 2 May 2002.
 

The General Assembly shall establish the method of disbanding and winding up the Association.

 
 
12. Internal Regulations

Article 23

The General Assembly shall adopt Internal Regulations compatible with the provisions of these Statutes to ensure the proper functioning of the Association.

 
Article 24

The Association's working language shall be English.
Invitations to meetings and documents submitted to the General Assembly or Management Committee for decision and the minutes of the meetings of these two bodies shall be drafted in English.

 
  

13. General provisions

Article 25

Any issue not provided for under these Statutes shall be dealt with in accordance with the Law of 25 October 1919 as amended by the Law of 2 May 2002.

 
Bonn, 12 September 2011
 
i_pdf CER Statutes (12 September 2011)