COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
MEMORANDUM OF ASSOCIATION
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ARTICLES OF ASSOCIATION OF THE EUROPEAN COMPETITIVE TELECOMMUNICATIONS ASSOCIATION
(as adopted on incorporation, March 23, 1998, and amended by
resolution of the Company in General Meeting dated December 2, 1999;
resolution of the Company in General Meeting dated October 10, 2001;
resolution of the Company in General Meeting dated November 30, 2005;
resolution of the Company in General Meeting dated November 29, 2007;
resolution of the Company in General Meeting dated April 19, 2011; and
resolution of the Company in General Meeting dated November 20, 2014;)
(Adopted by resolution of the Board of Directors on 10 July 2001; as amended on 22 June 2006 and on 24 January 2008)
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PRINCIPLES AND RULES OF PROCEDURE FOR ECTA POLCY DECISION MAKING
Last updated 1 January 2009
Principles of ECTA membership
ECTA represents the interests of companies operating as ‘competitors’ in one or more European markets. ECTA members ("Members”) agree to abide by the principle that they will not obstruct the approval of any work programs, actions or documents on the basis of interests which do not reflect those of competitive operators.
This does not prevent Members from expressing differing views based on the particular competitive activities they undertake.
The Regulatory Forum
The Regulatory Forum ("Forum”) is the high-level decision-making body on ECTA’s regulatory and public policy.
The Forum is open to all Members pursuant to the membership scheme in force. Members wishing to participate to the Forum may do so by registering their interest with the ECTA Secretariat (the "Secretariat”), who will circulate an updated list of participants ahead of each meeting. The Forum is chaired by the ECTA Regulatory Director.
The Forum is competent to decide on: a) approving the Regulatory Positions of ECTA under any form (position papers; statements; letters; press releases etc); b) approving the Action Plan; c) creation/disbanding of Working Groups and Task Forces.
Decisions on the above issues are taken at the regular meetings of the Forum (3 or 4 times annually) as described in par. 3 and/or, where appropriate, online (email).
Physical meetings of the Forum may in some cases be open to a wider section of the ECTA membership, but only full Members may participate in the decision-making process. Each of these Members’ views has equal weight.
Regulatory Forum Voting procedure
All Members that have enrolled in the Forum will receive proposals on the areas highlighted in Paragraph 2 by email at least 1 week before a physical Forum meeting, and can express their vote electronically before the physical meeting. The outcome will also be circulated to the Forum following physical meetings for final confirmation. Where necessary, decisions can also be taken by the Forum electronically in between physical meetings with 1 week’s notice. This period can be shortened in exceptional circumstances where driven by external timescale pressures.
Agreement by the Forum for any sort of decision is assumed by clear consensus, or failing that, if a simple majority (and at least 4 members) supports the proposal. The votes shall be casted in the open mailing list. The Secretariat shall make all best efforts to achieve consensus amongst members and, when it is not possible, shall reasonably take into account the concerns of the dissenting Members. Disclaimers on Regulatory Positions are ruled by Paragraph 7 below.
Following discussions with Working Group/Task Force chairs and active Members, the Secretariat will prepare a forward-looking Action Plan, identifying priorities according the available resources for the following 6 months-1 year. The Action Plan will be reviewed during each Forum meeting.
The Action Plan is agreed according to the procedure set out in Paragraph 3. Following agreement or any updating of the Action Plan it will be circulated to Members.
Addition of or changes to Action Plan is subject to availability of resources within the Secretariat.
Working groups & Task Forces
A Working Group ("WG”) is a standing committee of Members tasked with addressing certain category of issues (defined from time to time through relevant Work Programs). A Task Force ("TF”) is an ad hoc committee of Members tasked with addressing a very specific and focused work program, and considered disbanded on completion of that program.
All full Members may participate in any WG or TF by registering their interest with the Secretariat. Participation is subject to the principles of ECTA membership and cannot be used to obstruct decision-making where interests of the single Members conflict with the aims of the association.
Any Member or the Secretariat may volunteer to chair a WG or a TF. Appointment of Chairs can be made by consensus of the relevant participants in the WG or TF.
In the event that more than one nomination is received, the Secretariat will seek the views of Members and confirm the appointment based on the majority opinion. If there are no volunteers, or consensus cannot be reached on appointment of a Chair, the Secretariat will fulfill the role, subject to resource and prioritization constraints.
The Chair will report on the activities of the WG or TF (the relevant work programs) to the Forum and provide updates on request from the Secretariat for the Action Plan.
If a WG or a TF has been inactive (no written output or external minuted meetings) for 6 months or more, any Member or the Secretariat may propose that body to be disbanded (see above for procedure) or initiate an election for a new Chair.
WG and TF are responsible for delivering on specified work program/s. A work program is a broad topic with an identifiable scope and objective, a clear timetable and a list of deliverables. It could be based on a programme driven by European or national Institutions or could be pro-actively identified based on Members’ priorities.
Each work program is assigned an owner, usually jointly WG/TF Chair with Secretariat support, or the Secretariat.
A detailed work program, based on the broad principles agreed at the Forum is agreed by the members of the respective WG/TFs.
Owners are responsible for developing project plan(s) and carrying out actions (e.g. preparation of position papers/documents and arrangement of meetings) to meet the objectives. They will report on progress to the Forum.
Approval process for Regulatory Positions
Regulatory Positions are proposed in writing and circulated by email. There are consultation/discussion phases within the relevant interest group or WG/TF, and where appropriate the Forum. When communicating views on ECTA positions, the Secretariat and Members should as a general rule copy the TF/WG members openly in order to facilitate discussion. Where they do not intend to participate actively within a WG/TF, Members may elect to be blind copied rather than openly copied, but should revert to open copy if they later choose to become active on a particular discussion.
To agree on Regulatory Positions, Secretariat and Members will set realistic timescales for consultation using the following as a guideline:
- initial consultation on substance within WG/TF lasting 2/3 of available time
- consultation on wording only within WG/TF (1/3 of available time lasting at least 2 days)
- a ‘near final’ version of the position paper to be circulated to the Regulatory Forum at least 1 day prior to release for final checking.
Areas of disagreement should be referred to the Forum earlier in the process to facilitate resolution and/or ensure full participation by relevant stakeholders.
Adaptation of existing positions, where no new substantive issues are raised, may be subject to shorter timescales for consultation but with a guideline of at least 2 days within the relevant interest group. The same applies when new actions (letters, press release, etc.) are based on consolidated Regulatory Positions.
Exceptions to the periods stated above can be made when driven by external timescale pressures.
Disclaimer and dissenting members
ECTA Regulatory Positions do not explicitly list approvers or objectors, but in exceptional cases, at the request of dissenting Members and in compliance with the principle of ECTA as an association representing competitive operators, it can be clarified through a disclaimer that:
- a position represents the views of a particular category of members, and thus others cannot be assumed to agree; or
- a position represents the views of ECTA as an association and therefore may not be attributed to each of its individual members.
The disclaimer does not constitute a Member’s prerogative and is subject to the discretion of the Secretariat. Dissenting opinions relating to a simple graduation of wording shall be solved discretionally by the Secretariat without disclaimer.
Potential request for disclaimers shall be referred to the Forum as earliest as possible in the process. The prompt disclosure of a potential disclaimer request does not prevent the dissenting Member from participating into the discussion. However, should the dissenting Member be granted some compromise solutions in the final position, there is a presumption that the disclaimer request has been waived.
The promptness of disclosure of a potential disclaimer request and the compromised solutions agreed in favour of a dissenting Member shall be taken into consideration by the Secretariat in deciding whether or not to grant the disclaimer.
The Secretariat shall discretionary decide about the disclaimer and the form of it by taking utmost account of the views of the Members, including the concerns of dissenting Members. In order to avoid use of such disclaimers, the Secretariat will make every effort to assist in reaching a compromise solution, wherever possible and subject to the principles of ECTA as an association representing competitive operators.
Should a compromise not be reached, the Secretariat – when implementing a position approved pursuant to the majority rule - shall reasonably take into account the concerns of dissenting Members and, without undermining the efficacy of the ECTA action, take all possible measures to reduce the impact of that position upon them.
Appeals against the decision of the Secretariat about disclaimers shall be addressed to the Board, which shall decide by taking into account the principles of ECTA as an association representing competitive operators. The Board’s decision is binding upon the Secretariat.
An appeal to the Board does not suspend the authority of the Secretariat to file a position in case an official or factual deadline needs to be met in the interest of ECTA.
Attendance at any high-level meetings, arranged as part of a WP, will in principle be open to all members participating in the Forum. However, where the need arises to restrict attendance, the Secretariat will select participants on the basis of objective and transparent criteria relevant to the content and context of the meeting and protocol. Any material presented will be subject to approval by according to the procedure set out in Paragraph 7.
Engaging external consultants
ECTA may engage external consultants in order to deliver on work programs agreed in accordance with Paragraph 6. The cost may either be met from the general budget or based on voluntary contributions from Members. The funding arrangement does not affect members’ rights in respect of reviewing the scope and output of such programs.
When selecting the external consultants the ECTA Secretariat shall enquire the views of the Members and take utmost account of them.