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Adopted in Lisbon, on 27 April 2007, Amended on 24 May 2011
(corrected version April 2015)

Preamble

This document will be used for the time being as operating principles. The issues of the incorporation of the Association and of the possible addition of individual members to EURALO will be analyzed by the EURALO Board and discussed in a General Assembly at latest by the end of year 2007. For the time being, the EURALO representatives in the ALAC will be considered as additional non-voting members of the EURALO Board, pending discussion of the matter in a General Assembly at latest by the end of year 2007.

Part A - NAME, LANGUAGE

1 Name, language

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1.1 The Association bears the name “ICANN European Internet Users Forum” (hereinafter referred to as “The Association”) and shall be registered as required by law. 

1.2 The working language of the Association is English. 

1.3 Official communications between members and the Association in general will be conducted via electronic mail.

1.4 The official version of the Instruments of Association of The Association will be in English, though translations into other languages may be made from time to time.

Part B - DEFINITIONS

2 Definitions

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2.1 In these Articles of Association the following abbreviations shall be understood as follows:

2.2 ALAC means the At-Large Advisory Committee according to the ICANN bylaws, attached to this document as Annex A; 

2.3 ALS means an At-Large Structure according to the ICANN bylaws attached to this document as Annex A; 

2.4 Europe – The countries and territories as defined in the ICANN Bylaws for the Geographic Region of Europe as they may be amended from time to time;

2.5 ICANN means the Internet Corporation for Assigned Names and Numbers whose head office is based in Marina Del Rey, California, U.S.A.;

2.6 RALO means a Regional At-Large Organizations as defined in the ICANN bylaws, attached to this document as Annex A; 

2.7 Member means a member of The Association; 

2.8 The Association means the ICANN European Internet Users Forum. 

Part C - AIMS AND PURPOSES

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3.1 The purpose of the Association is to consider and provide advice on the activities of ICANN, insofar as they relate to the interests of individual European Internet users, especially with regard to fostering consumer protection, human rights and civil liberties and to strengthening participation rights in Internet policy decision making.

3.2 The Association intends to be the RALO for Europe ("EURALO") according to the ICANN Bylaws and as defined in the MoU that creates the EURALO.

3.2.1 The Association and ICANN shall negotiate and sign a Memorandum of Understanding (MOU) concerning their mutual rights and obligations in connection with operationalising the relationship provided in Article 4.1. 

3.2.2 The Board is authorized to conclude the necessary and appropriate agreements as defined by the General Assembly with ICANN as may be required from time to time in connection with the relationship with ICANN as provided in this Article. 

3.3 The purposes of the Association shall be achieved by, inter alia:

3.3.1 Organising events and activities, and supporting those of others, to promote user participation and bottom up approaches in ICANN and Internet governance processes;

3.3.2 Promoting dialogue concerning the human rights and public policy aspects of Internet governance;

3.3.3 Releasing Statements about policies and participatory structures concerning the Internet, especially to ICANN, based upon the input of the members of the Association; 

3.3.4 Designating European members to ALAC or other ICANN bodies as appropriate and as defined by the MOU with ICANN; 

3.3.5 To contribute to ALAC policy positions for representation to the ICANN Board and other policy-making bodies;

3.4 The Association shall at all times act in an open, accountable and transparent manner and is committed to cultural and geographic diversity and gender balance in its work internally and externally.

3.5 The Association shall pursue activities which are exclusively and directly for the benefit of the internet-using public. It shall not act in any way which is primarily of economic benefit to itself, its officers or Members. 

3.6 The Association’s funds may only be used for the purposes set out in these Articles of Association. Members shall not receive any of the The Association’s funds simply by virtue of their membership. No one may be the recipient of any of the funds of the Association where such receipt would be contrary to the purposes of The Association or receive disproportionately large payments for purposes otherwise allowable. 

3.7 Unless otherwise determined by the General Assembly, all officers of The Association shall not be provided with a salary or otherwise recompensed for their work on behalf of the Association, except where expenses are incurred on behalf of the Association’s business against receipts for the same, or as provided in Section 9.6. Any decision regarding alterations of these Articles of Association should be submitted to the relevant competent financial authority before it is announced in the Register of Association. 

Part D - MEMBERSHIP

4 Membership

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4.1 Members of The Association shall consist of the following:

4.1.1 organisations domiciled in Europe supporting the purposes of The Association which qualify as an ALS.

4.2 Membership shall be by application, in writing, in the form and containing the information which the Board shall from time to time determine, and shall be signed. 

4.3 The Board shall determine the criteria for membership, subject to review of the same by the General Assembly, and the mechanism by which applications for Membership are approved, which may also be reviewed by the General Assembly. 

4.4 Members of other RALOs may not be members of The Association.

4.5 The Association will promote the formation of user groups and their accreditation by the ALAC. Nevertheless, mechanisms will be maintained to ensure that the individual regional users not integrated into ALSes can express their opinion on the development of ICANN policies.

4.6  A new European ALS will be created to "collect" unaffiliated individuals from the region. This ALS would be part of the existing EURALO structure and would need to fulfil the minimum ALS requirements according to the ALS formation framework (see http://www.atlarge.icann.org/en/framework.htm and also ICANN Bylaws http://www.icann.org/en/general/bylaws.htm#XI-2.4i). Once it is an integral part of the EURALO structure, this ALS would have the same rights and responsibilities as any other regional ALS.

5 5 Termination of membership

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5.1 Membership shall be terminated upon:

5.1.1 Death (in the case of individual members if existing) or abolition, insolvency, or dissolution (in the case of organizational members if existing),

5.1.2 Expulsion (as provided in Article 5.3 and 5.4) 

5.1.3 Deletion (as provided in Article 5.2 and 5.3) 

5.1.4 Voluntarily leaving the Association. 

5.2 Leaving the Association occurs by written notification to the Board.

5.3 A member may be removed by decision of the Board, if a member is in arrears with its membership fees more than six months regardless of a reminder via e-mail. The member must be notified of his, her, or its removal. The obligation for the payment of the membership fees in arrears remains unaffected by removal for non-payment.

5.4 Membership may be terminated for any act which is contrary to the purposes of the Association if the Board so decides.

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6 Rights and Duties of Members

 6.1 Members are obliged to maintain an e-mail address and to communicate the e-mail address to The Association, as well as other details of his, her, or their particulars as the Board so decides.

6.2 All members are entitled to attend any meeting or event organised by The Association. 

6.3 The Association will inform its members about its activities and programmes, especially via its Internet page and its mailing lists. 

6.4 Every member is obliged to inform The Association without delay any changes of its particulars.

6.5 The Association is not responsible for damages resulting from undelivered communications due to missing or incorrect particulars of Members that have not communicated changes as required in this Article 6.

6.6 Each organisational Member of the Association shall notify the Board, in writing, whether electronic or otherwise, of which natural person shall be the primary point of contact for official notifications required as a consequence of Membership. It shall be assumed that the said person shall also be responsible for casting the votes of the Member in all the Association’s business. Such appointment shall be for any period of time the particular organization shall specify, and may be revoked in writing, whether sent electronically or otherwise. An alternate, or alternates, may be similarly designated.

Part E - FINANCIAL MATTERS

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7.1 The Association’s Funds shall be made up of:

7.1.1 Membership Fees, as provided in Article 7.2;

7.1.2 Extraordinary Charges, as provided in Article 7.3; 

7.1.3 Interest and Income from investments (if any);

7.1.4 Gifts and Legacies (if any);

7.1.5 Other sources of funds and financing, provided always that accepting the same shall not conflict with the object and purposes of the Association.

7.2 The Association may require payment of an annual membership fee from members. 

7.3 If the General Assembly so decides, additional fees may be required of members (an “Extraordinary Charge”) for extraordinary needs or in order to resolve a shortfall in the funds of the Association.

7.4 The annual membership fee and the payment date as well as the same particulars for an Extraordinary Charge shall be determined by the General Assembly.

7.5 The Board, and/or the General Assembly, may waive or defer membership fees and Extraordinary Charges, all or part, in suitable cases.

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8.1 The Bodies of The Association are the Board, the General Assembly (“GA”), the Secretariat, and, if constituted, one or more Advisory Councils.

9 Board

9.1 The Board of The Association shall consist of at least five members. The size of the Board may be expanded reviewed by the General Assembly as it shall see fit. The GA elects at least one chair person and a treasurer. The Board shall establish rules of procedure, which shall be generally available and are subject to the review of the GA.

9.2 In order to enhance diversity of the Association as provided in Article 3.4, at least five members of the Board shall be:

9.2.1 nationals of different countries, and; 

9.2.2 to the extent possible, from different regions of Europe, and; 

9.2.3 to the extent possible, gender balance shall be sought.

9.3 The Board is responsible for all matters of The Association, as far as they are not assigned to other Bodies of The Association. It is accountable to the General Assembly for all its actions and decisions, without limitation. The board is particularly responsible for the following matters: 

9.3.1 Preparation of and convening of the General Assembly as well as compilation of the draft agenda, where the General Assembly decides to delegate either or both to the Board; 

9.3.2 Implementation of the decisions of the General Assembly; 

9.3.3 Compilation of the budget for the financial year for approval by the General Assembly;

9.3.4 Within six (6) months of the end of the financial year of the Association, the Board will approve or otherwise the accounts for the preceding financial year, said accounts to be submitted to the relevant governmental agencies if required, as well as the General Assembly;

9.3.5 Within six (6) months of the end of the financial year of the Association, the Board shall submit a summary of the work of the Association during the preceding year for review by the General Assembly;

9.3.6 Dealing with applications for Membership as provided in Article 4;

9.3.7 Removal or expulsion of members as provided in Article 4;

9.3.8 Hiring and dismissing of employees in a secretariat - except where they are employed by a third party. 

9.4 In any matters of special importance to the Association, the Board shall ask the advisory council, where constituted, for a statement, and provide the same to the General Assembly.

9.5 Election and period of office of the Board           

9.5.1 The members of the Board shall be elected by the General Assembly for a period of up to two years, such term beginning with the date of election, renewable at the pleasure of the General Assembly.

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