The Committee on Legal Affairs adopted the report by Sergey LAGODINSKY (Greens/EFA, DE) on the proposal for a directive of the European Parliament and of the Council on European cross-border associations.
The committee responsible recommended that the European Parliament's position adopted at first reading under the ordinary legislative procedure should amend the proposal as follows:
Subject matter
The proposed Directive lays down measures coordinating the conditions for establishing and operating ‘European cross-border associations’ (ECBAs), in order to facilitate the effective exercise by non-profit associations of their rights related to the freedom of establishment, free movement of capital, freedom to provide and receive services and free movement of goods in the internal market.
Rules applicable to ECBAs
By one year after the entry into force of this Directive and following consultation of stakeholders, including non-profit associations, each Member State should identify the single most similar or most commonly used legal form of non-profit association in its domestic legal order and notify the Commission and the ECBA Committee thereof.
The constitution of an ECBA, including through conversions or mergers, as well as the transfer of an office should not be used to undermine workers’ or trade union rights, representation, consultation or working conditions nor creditors rights, in accordance with applicable Union and national law as well as collective agreements.
Governance
The executive body of an ECBA should be composed of a minimum of three persons, of which at least two persons are natural persons that are Union citizens or legally resident in the Union, or legal entities with a non-profit purpose established in the Union, through their representatives.
Membership
The membership criteria of an ECBA should be regulated by its statutes. Moreover, Member States should ensure that each member of an ECBA has one vote, unless the ECBA decides to allow a differentiation including by making a distinction between full members who can vote and associate members who cannot vote. In all cases, any differentiation in voting rights shall be set out in the statutes.
Judicial review
Member States should ensure access to effective complaint mechanisms in accordance with national law.
Merger of existing non-profit entities into an ECBAs
The amended text included a new article stating that Member States should ensure that two or more existing non-profit entities that are legally established in on or more Member States, can merge into an ECBA where: (a) one or more non-profit entity, on being dissolved without going into liquidation, transfers all its assets and liabilities to another existing ECBA, being the acquiring ECBA; or (b) one or more non-profit entity, on being dissolved without going into liquidation, transfers all its or their assets and liabilities to an ECBA that it or they form, being the newly established ECBA.
Register
Each Member State should designate a national register and responsible public body, for the purposes of registration of ECBAs and should inform the Commission thereof.
Involuntary dissolution
Member States may provide for the involuntary dissolution of an ECBA only on the basis of one of the following reasons:
- a flagrant and repeated breach of the values of the Union through its activities;
- a conviction for a particularly serious criminal offence of the ECBA or of the members of its executive body committed in the name, on behalf or for the benefit of the ECBA;
- a conviction for a serious criminal offence of a member of the executive body for a particularly serious criminal offence committed after the creation of the ECBA where participation in the executive body by such person would constitute a threat to public order.
ECBA Committee
The Commission should be assisted by a Committee called the ECBA Committee. The Committee should monitor the implementation of this Directive and promote the exchange of information, experience and best practices as well as the coordination of policy approaches among national governments, competent authorities, and the Commission. The Commission should inform the Council and the European Parliament about the activities of the Committee on an annual basis.