Preamble (original text)
Further on referred to as The Founders have founded in Brussels at 23 September 1991 (note that the date (23 September) differs from the later translated German version (27 September)) an Association and have decided and agreed upon the following:
I: Name and Statutory Office
- The name of the Association will be EICAR in full "European Institute for Computer Antivirus Research".
- The statutory office of the Association is established in Munich. The statutory office may be transferred by simple decision of the Board of Directors.
- The Association is established for an indefinite duration. It may be liquidated at any time pursuant to title VIII of the present charter.
- The Association will be acting unselfishly; it does not pursue in the first place its own economical purposes. Means of the Association shall only be used for statutory purposes. No person shall be favoured by expenses that are unknown to the purposes of the Association or by disproportionate considerations. The general purpose of the Association is to support and coordinate the European efforts in the fields of research, control and fight against malicious computer program codes, especially of computer viruses and related security threats to automated systems as part of general computer and data security. The Association brings together researchers, representatives from governmental associations and the corporate-commercial field, users and other interested parties.
- The Association is a non-profit-organisation and has to be entered in the organisation register. It acts as an international information exchange, a central depository of research material, a trusted source and a safe haven.
- The Association may in general accomplish any and all acts directly and indirectly related to its purpose, provided those acts do not contradict to the non-profit-making character of the Association and provided they are necessary for its activities.
- EICAR should have a "Code of Good Conduct".
- Member of EICAR may be any person or organisation. Any member organisation is represented by a qualified natural person who has to be nominated in writing.
- Admission of members. Applications for membership are submitted to the Board of Directors. The Board of Directors decides to accept or to reject an application. In case of rejection the applicant may appeal to the General Assembly who will decide at the next general meeting. Its decision is final. Until decision of the General Assembly membership is suspended. New members are required to sign the register of members, thus evidencing joining the Association and agreement with its charter and bylaws.
- Membership terminates by
- - Death of a person,
- - Liquidation of an organisation,
- - Resignation of a member,
- - Exclusion by the Board of Directors,
- - Termination of EICAR
- Resignation of a Member:
Resignation has to be declared in writing to the Board of Directors and is immediately effective after receipt.
- Expulsion of a Member:
The exclusion of a member may be proposed by the Board of Directors. The General Assembly decides upon the expulsion at the next meeting after having given the interested parties the possibility to be heard. Until this decision the membership will be suspended.
- The Association collects an annual fee. Details of the form of the Payment and the maturity are regulated according to a separate fee regulation proposed by the Board of Directors and approved by the General Assembly.
- Resources of the Association may be used only according to these by-laws. Members may not receive unjustified benefits of the resources of the Institute.
- No person shall be favoured with expenses that do not fit with the purposes of the Institute or with disproportionate compensations.
EICAR has two institutions:
- the General Assembly
- the Board of Directors
VI: General Assembly
- The General Assembly is composed of the totality of members. It possesses al powers to permit the realization of the: purposes of the Association. The following are normally within the jurisdiction of the General Assembly:
- the annual report,
- the financial report, the budget and accounts,
- election of auditors,
- approval of the Board of Directors,
- Decisions concerning the Board of Directors proposal for exclusion of a member,
- Modification of this Charter,
- Dissolution of the Association.
- The general Assembly approves or rejects the special membership regulations.
- The General Assembly elects the Board of Directors.
- At least one General Assembly is to be held every year.
- A General Assembly will be held supplementary if the Board of Directors considers it necessary in the interests of the Association or if at least one fourth of the members asks the Board in writing with the declaration of the purposes for the calling of a General Assembly.
The Assembly is held at that date, time and Place indicated in the convocations. Present and properly represented members shall be treated as properly convocated.
- Every General Assembly must be called by the Board of Directors in writing at least 6 weeks before the date of assembly. With the invitation the Board has to give notice of the agenda and the necessary information.
Applications to the agenda are to be submitted three days before the assembly at the secretariat. Applications from among the General Assembly are decided by the General Assembly.
- A member may be represented at general assemblies by a proxy holder, who must also be a member. The vote can be delegated by a written authorization, but one person can only represent a maximum of 4 votes apart from his own.
At the request of a member the voting will be secret.
- The assembly will be drived by the Chairman or in case of prevention by another member of the Board (president).
- The quorum for the General Assembly is a least 15% of the members being present or represented. However, resolutions are valid if the quorum has not been doubted before the passing of the resolution. If one or more members abstain in the voting, decisions are validly taken by the majority of other members present or represented.
- The resolutions of the Assembly are to be recorded and signed by the chairperson. The recorded is to be sent to each member.
VII: Board of Directors
- The Association is administrated by the Board of Directors consisting of five persons that are elected by the General Assembly. At the moment of the election these persons have to be member of EICAR for at least on year except the founding association.
The Board of Directos elects the Chairperson from among its members. All other members are associates. The Board of Directors sets up and applies rules of procedure.
The Board of Directors can assign tasks of the management to one of its members or another person. The Chairperson of the Board plus one other director represent the Association. The Association can also be represented by two directors. In the internal relationships the latter is only allowed, if the Chairperson of the Board was unable to attend.
The Board of Directors is elected by the General Assembly in secret voting for four years. Re-elections are allowed. After having terminated the term of office the Board of Directors will run the business until the new Board of Directors takes up the business.
In case of vacancy of an office director, the remaining directors will run the business until the next assembly. This regulation will be in force only until the end or the normal term of office of the retired member.
- to carry out the resolutions of the General Assembly,
- to appoint and instruct the manager and to set up the rules of procedure,
- to appoint persons, that organize seminars and meetings,
- admission and exclusion of members, §2 II of the constitution,
- to cal the General Assembly and to submit the approved report of the manager,
- to propose the form and range of the fee regulation,
- to draft the rules of procedure for the Association.
- Conflicts of interest If a Director finds himself in a situation of conflict of interest between hi interests and those of the institute he must seek a supporting approval from two Directors for inclusion in the yearly report for the annual General Assembly.
The financial year starts at the first October and ends at the 30. of September.
The General Assembly names at least two auditors. After their audit, they will tell the result to the Board of Directors and report to the Genera Assembly.
The auditors are not allowed to belong to the Board of Directors.
The audit will be before calling the Assembly and latest six month after the ending of the financial year.
IX: Termination and Liquidation
- An application for the termination of the Association can be made by decision of the Board or by proposal of at least one tenth of all members.
- The General Assembly decides the application. By decision of the Board it is possible to decide in special cases in writing outside of a General Assembly on the liquidation of the Association. In the case of the termination of the Association or in the case that the present purpose is been dropped any amounts and assets will be destined by the General Assembly to welfare use if possible in accordance with the purpose of title one of this constitution. The decision about the future use of the amounts and assets ma only be carried out after the consent of the tax office.