Last Update : 22/04/2002

REVISED ACE CONSTITUTION, NOVEMBER 2001

Revision of the ACE Constitution adopted in October 1997

l. Preamble

The Organisations in the Member States of the European Union, representing Architects within the meaning of Directive 85/384/EC, recognising:

I . Architecture as a matter of public interest vested in the quality of the built environment as a matter of primary concern to mankind:

2.The essential object of the Profession of Architecture as the maintenance and development of that quality:

3. The Interdependence, without prejudice to separate cultural identity, of Member States of the European Union within the spirit of the Treaty of Rome:

4. And supporting fully the free movement of Architects throughout the European Union in accordance with the provisions of Directive 85/384/EC:

5. The necessity that Architects be educated to the highest standards laid down at Article 3 of Directive 85/384/EC and that they shall maintain their skill and competence:

6 Independence and integrity as essential to the proper practice of the Profession of Architecture:

7. The interests of architecture and the Profession of Architect: and the necessity of representing in the E.U. in circumstances arising both within and outside the E.U. in respect of such interests

8. The requirement for a common platform from which to address the Institutions of the E.U. as Member Organisations have agreed to reform their association within the European Union to constitute a representative body to be called The Architects Council of Europe as the Liaison Committee of the Representative Bodies of the Architectural profession within the European Union.

2. Title and Objectives

The association of Member Organisations shall be a non profit making association and shall be called The Architects Council of Europe and shall as the Liaison Committee of the Representative Bodies of the Profession of Architecture in the European Union be dedicated to the better understanding of cultural values and the promotion of the highest standards of education and practice in Architecture, and shall seek to ensure and shall act and react to promote the independence and integrity of the Architectural Profession within the European Union and shall, in these matters, act as its Liaison Committee in seeking, insofar as possible, consensus among the Member Organisations; and shall, without prejudice to the rights of Derogation set out at Article 11.5 of this Constitution, promote and represent the interests of the Profession of Architect in the European Union and, in particular, to the Institutions of the European Union.

3. The Organisational Structure of the Architects Council of Europe

The Architects Council of Europe is the Council of Representative Bodies of the Profession in the European Union. It is constituted of Member Organisations representing architects in the Member States.

The ACE is composed of an Assembly which formulates, determines and adopts all policy of the ACE and directs and approves the actions of an Executive Board which executes the policies of the ACE and oversees the management of its affairs.

4. Assembly

4.1. Function of Assembly

The Assembly shall consider formulate and adopt the policy of the ACE in all matters relating to the Objectives of the ACE and shall direct the Executive Board accordingly and review and approve the proceedings of the Executive Board.

The Assembly shall adopt a budget for each year as provided in Article 7.8

The Assembly shall approve the accounts of the ACE for each calendar year.

The Assembly may by Special Resolution determine any matter relating to the affairs and conduct of the ACE.

4.2. Composition of Assembly.

The Assembly shall consist of one Delegation from each Member Organisation, each of which shall be called an Accredited Delegation to the Assembly. No Member State shall be represented by more than four Member Organisations.

4.3. Delegations

Every accredited delegation to the Assembly shall consist of a head of delegation and/or a deputy head of delegation. The Head of delegation shall be the Chairman of the member organisation or the person appointed by the member organisation. He should be an architect and member of the organisation represented by the delegation.

4.4. Delegate Votes

Each Member State shall have a total of 4 votes. The votes allocated to each Member State shall be distributed between its Accredited Delegations to the Assembly as they shall agree between themselves and may be cast as separate independent votes.

Votes shall be cast by the Head of Delegation. Votes shall not be transferable except between the Member Organisations of the same Member State.

4.5. Meetings

The Assembly shall convene an ordinary meeting at least twice in each calendar year; these meetings of the Assembly shall, in any year, be arranged by the Executive Board. A further Ordinary Meeting of the Assembly may be held in the same year at the discretion of the Assembly and at a time and place to be determined by the Assembly. The Assembly shall otherwise meet as often as may be necessary in Extraordinary Meeting.

Extraordinary Meetings of the Assembly shall, in such circumstances, be called by the President on the advice of the Executive Board, or on the request of not less than one third of the Member Organisations.

Meetings of the Assembly shall be chaired by the President or Vice President. All matters to be determined by the Assembly shall be included in an Agenda of which 28 days notice shall have been given to all Accredited Delegations entitled to attend and vote

4.6. Quorum of the Assembly

The Quorum of the Assembly should be at least two-thirds of the total number of delegations accredited to the Assembly, each of them able to represented by a written power of attorney coming from another member organisation. In addition, two-thirds of Member States must be represented.

4.7. Voting by Assembly

Decisions of the Assembly shall be determined by vote.

Resolutions in all matters other than alteration to this Constitution having been proposed and seconded shall be deemed to be carried by the votes in favour of not less than two thirds of those present and entitled to vote. Such Resolutions shall be called Ordinary Resolutions.

Resolutions in matters affecting any change in this Constitution or where otherwise particularly provided shall be called Special Resolutions and shall be carried only by unanimous decision of all Accredited Delegations to the Assembly.

Where a Special Resolution is properly notified in an agenda, and where at the relevant meeting the matter cannot be considered due to the absence of one or more Accredited Delegations, the same matter may be reintroduced in a subsequent agenda together with notice of any amendment and may be determined at the subsequent meeting as before, except that the absence of all or any of the same Accredited Delegations shall not invalidate the decisions of the Assembly if otherwise unanimous.

4.8. Observers and Advisors at Assembly

Observers and/or Advisors may attend meetings of the Assembly on the invitation of Member Organisations with the prior consent of the Chairman: they shall have no right to vote and shall participate only at the invitation of the Chairman.

5. Executive Board.

5.1. Function of the Executive Board

The Executive Board shall ascertain and execute the policy of the ACE as formulated by the Assembly on all relevant matters, and shall secure, maintain and monitor the proper and efficient administration of the ACE as directed from time to time by the Assembly and in accordance with the provisions of this Constitution. The Executive Board shall meet as often as necessary for the proper performance of its functions and shall do everything necessary for the good management of the ACE. The Executive Board shall have overall responsibility for the Finances of the ACE and shall direct and monitor the Committees and shall ensure the efficiency and adequacy of their performance and shall ensure that all matters directed or required to be placed before the Assembly are fully and properly presented to secure the efficient and optimum use of the time of the Assembly.

Where appropriate the President on the advice of the Executive Board shall convene an Extraordinary Meeting of the Assembly.

In matters of urgency, where it is considered impractical for the Executive Board to consult the Assembly, the President with the approval of the Executive Board shall take appropriate action and shall notify the Member Organisations accordingly forthwith, and shall inform the Assembly as soon afterwards as may be practicable.

The Executive Board shall in all cases be bound to accept any properly constituted decision of the Assembly and to act upon the same accordingly.

5.2. Composition of Executive Board.

The Executive Board shall be composed of the President, Vice President, immediate Past President,Treasurer, Chairmen and Vice Chairmen of the Committees and the Vice Chairman of the Finance Committee hereinafter provided.

5.3. Meetings of the Executive Board.

The Executive Board shall meet as often as may be required for the proper execution of its functions but shall meet not less than six times in each calendar year. The President shall convene the meeting of the Executive Board and the President or such other Member of the Executive Board as he shall appoint shall chair the meetings of the Executive Board.

5.4.Quorum of the Executive Board.

A quorum of the Executive Board shall be at least two thirds of the Members of the Executive Board including the President in his nominee from among the Members of the Executive Board, acting as Chairman.

5.5. Voting by Executive Board.

Decisions of the Executive Board shall be determined by vote. Each member of the Executive Board shall have one vote. The Chairman shall have a casting vote in the event of tied votes.

5.6. Record of the Decisions of the Executive Board.

The Executive Board shall have prepared an abbreviated summary of its decisions following each meeting including, in particular, its approval of the formation of any Work Groups, a copy of which shall be forthwith circulated to all Member Organisations.

6. Officers

All offices under this constitution shall be honorary.

6.1.Function of Officers

The Officers of the ACE shall serve as its agents in both the Assembly and in the Executive Board.

6.2. The President

The President shall be an Officer of the ACE and shall be the nominee of the Member Organisations of the Member State due to succeed in accordance with the First Annex to this Constitution, The selection of the nominee from the Member State shall be a matter for the Member Organisations of that Member State.

6.2.1. Duties of the President

The President shall represent the ACE to all Outside Bodies and in particular to the European Union. He shall, as Chairman of the Executive Board, ensure that the affairs of the ACE are properly managed and that all necessary steps are taken to secure the objectives of the ACE. The President shall, unless prevented by circumstances, chair all meetings of the Assembly and the Executive Board.

6.2.2. Status of the President

The President shall be a Member of the Assembly and a Member of the Executive Board and shall be entitled to vote in both the Assembly and in the Executive Board. The President's vote shall be a non-national discretionary vote. The President shall not be counted with the Members present and entitled to vote in establishing the minimum number of votes required to obtain a decision in any case.

During his term of office the President shall cease to be a member of any Delegation to either the Assembly or Finance Committee and shall be wholly independent of national interests and serve only the objectives and the impartial administration of the ACE. The Member Organisation of which the President is a Member shall be separately represented as if it were not the turn of that Member State to nominate the President.

6.2.3. Term of Office of President

The President shall hold office for a period of one calendar year.

6.2.4. President's Expenses

The President shall be entitled to recover from the ACE all expenses incurred necessarily in the performance of his duties as President.

6.3. Vice President

The Vice President shall be an Officer of the ACE

The Vice President shall be the appointee of the Member Organisation of the Member State next before that to which the incoming President belongs. That appointee shall be an Architect and a Member of a Member Organisation within such said Member State, and shall be the person who shall occupy the Office of President of the ACE during the subsequent term.

6.3.1. Duties of Vice President

The Vice President shall assist the President in all matters of the Office of President. The Vice President shall attend meetings of the Executive Board, he shall act on behalf of the President and in accordance with the President's directions. The Vice President shall chair meetings of the Assembly in the absence of the President.

6.3.2. Status of Vice President

The Vice President may act as a Member of a Delegation to the Assembly, except that when he acts in place of the President he shall then be bound by the duty of independence and shall have the same voting rights as the President.

6.3.3. Reserved.

6.3.4. Vice President Voting

The Vice President shall have no voting rights in the Assembly by virtue of his Office as Vice President save when acting in the capacity of President. He may, except when acting as President, vote in his capacity as a Head of Delegation to the Assembly.

6.3.5. Expenses of Vice President

The Vice President shall be entitled to recover expenses from the ACE where these are incurred solely in the performance of his duties as Vice President.

6.4. The Treasurer

The Treasurer shall be an Officer of the ACE to be elected by the Assembly from amongst the Members of the Delegations to the Assembly at the relevant time. The Treasurer shall be elected at least one month prior to taking office and shall hold office for a period of one financial year. the same person may be re-elected in any subsequent year, but shall not hold office for more than three years consecutively.

6.4.1. Duties of Treasurer

The Treasurer shall chair the Finance Committee and shall be the Officer with particular responsibility for overseeing the Finances of the ACE and advising the Assembly and Executive Board on all matters relating to Finance and Administration. The Treasurer shall present a report to each Ordinary Meeting of the Assembly. The Treasurer, through the Finance Committee, shall oversee the preparation of Budgets and shall make all budget submissions to the Assembly and shall through the Executive Board and the Finance Committee monitor and audit the management of the ACE and shall ensure that in all matters the provisions of this Constitution and any Regulations which may be approved by the Assembly are duly observed.

6.4.2 Treasurer Voting Rights

The Treasurer shall have no voting rights in the Assembly by virtue of the Office of Treasurer but shall retain any voting rights he may have as a Member of a Delegation.

6.4.3.Treasurer's Expenses

The Treasurer shall be entitled to recover from the ACE any expenses incurred solely and necessarily in the performance of his duties as Treasurer.

7. Committees.

There shall three permanent committees as follows:

7.1 Committees - General

Finance Committee as provided at Article 7.9 of this Constitution, and two Committees, which shall be called Permanent Committees designated (a) Communications and Education and (b) Profession and Practice respectively and which shall define, monitor, review and refer the submissions of Workgroups to the Assembly in due and proper form. The Committees shall form Workgroups following the approval of the Executive Board to do so, to include all of the appointees of Member Organisations duly nominated and shall define the each relevant task and establish a time for its execution and shall provide that the Workgroups shall cease on completion of their task or the expiry of the time, unless the time is extended.

7.2 Permanent Committees

Permanent committees shall be composed of the representatives of the member organisations duly notified to the Executive Board by the Member Organisations. The Permanent Committees shall be conducted in accordance with any rules which may be formulated by the Executive Board and approved by the Assembly

The function of the Permanent Committees shall be to formulate the task of each Workgroup, monitor its progress, review its results and approve the submission of the results of the Workgroup as fit for a submission to the Assembly.

Permanent Committees shall undertake tasks directly only following notification to all Member Organisations inviting the formation of a Workgroup within a reasonable time specified and including in any Workgroup formed within the Committee the expert nominee of any Member Organisation wishing to participate, subject to that Organisation bearing the costs of its nominee - subject to the same limitation on numbers provided at 7.3. below.

7.3 Workgroups

The Workgroups shall be discrete working units composed of the expert nominees of each Member Organisation wishing to participate in respect of any specific task subject always to a limitation on the number of participants consistent with the proper management of the task, Work Groups shall be appointed for a specific time and for a specific purpose to be formulated by the relevant Permanent Committee. Each Work Group shall have been approved by the General Assembly or approved by the Executive Board and ratified by the Assembly, and shall remain in existence for a period as designated in its appointment or for a period not exceeding one year unless extended with the consent of the General Assembly. In the event of the number of applicants wishing to participate in any Work Group being, n the opinion of the Executive Board, greater than the number consistent with the proper management of the work group, the Executive Board shall appoint those best qualified in its opinion to perform the task.

Workgroups will determine their own methods of working and shall report to the relevant Permanent Committee. The chairman of each workgroup shall be appointed by the Workgroup in consultation with the relevant Permanent Committee.

7.4 Chairman and Vice Chairman of Permanent Committee.

The Chairman and Vice Chairman of each Coordinating Committee shall be elected in the last ordinary meeting of the Assembly preceding the end of their respective terms, and shall be elected by the Assembly on the basis of candidates nominated by Member Organisations being in each case an Architect and a Member of a Member Organisations. All Member Organisations shall be invited to nominate candidates, notice to be not less than three months before the election date, nominations to be received by ACE within two months of the election date. Notice of candidates shall be given to all Member Organisations to be sent one month in advance of the election date. Successful candidates shall take office at the commencement of the next year following their election.

Chairmen and Vice Chairmen shall serve for a period of two years, and not more than four years consecutively.

In no case shall the Chairman and Vice-Chairman of any Permanent Committee be citizens of the same Member State.

In the election of Chairman and Vice-Chairman the General Assembly shall have regard to the plurality and representivity of Member States in the composition of the Executive Board

Transitional provision may be made to secure elections, to the chair and vice chair to each of the Permanent Committees in alternative years.

7.5 Conduct of Meetings of Permanent Committees.

The meeting of Permanent Committees shall be conducted to achieve optimum efficiency and where relevant in accordance with any rules adopted by the Executive Board with the approval of the Assembly.

7.6. Chairman and Vice Chairman Members of Executive Board.

The Chairman and Vice Chairman of each Permanent Committee shall be ex officio Members of the Executive Board. Each Chairman shall be responsible to the Assembly and the Executive Board for the tasks assigned to each respective Permanent Committee. Chairman and Vice Chairman shall attend Meetings of the Executive Board and shall be full members thereof.

7.7 Expenses of Chairman and Vice Chairman.

All of the expenses of the Chairmen and Vice Chairmen of Permanent Committees, save where otherwise provided, shall be borne by the appointing Member Organisations in each case.

7.8 The Finance Committee and Budget.

A Finance Committee shall advise the Assembly and Executive Board in all matters relating to the finance and management of the ACE.

The Finance Committee in consultation with the Executive Board shall formulate a budget proposal at the beginning of the year preceding its adoption as a Preliminary Budget, and shall submit the same for a debate in the Assembly at its first Ordinary Meeting in that year: the Finance Committee shall take account of the decisions of the Assembly in matters affecting the policy reflected in the Preliminary Budget.

The Finance Committee in consultation with the Executive Board shall review the Preliminary Budget in the year of its adoption and shall through the Executive Board submit at the same meeting at which the Preliminary Budget is presented a draft of the current budget proposal, and shall take account of any directions the Assembly may resolve.

The Finance Committee shall by unanimous agreement of the Committee, as hereinafter provided and with the approval of the Executive Board, recommend the current Budget for adoption by the Assembly. The Assembly shall adopt the Budget by Ordinary Resolution, with any modification being remitted to the Finance Committee for unanimous agreement and remitted to the Assembly as may be necessary.

The unanimous recommendation on a current Budget shall be presented to the Assembly at its second Ordinary Meeting in the relevant year.

In the event of a Budget not being adopted by the commencement of the year to which it relates, a budget sum shall be adopted on the basis of the average of the previous three years budget at current value, pending adoption of the Budget for that year, to be applied to approved policies only.

The Finance Committee shall monitor the accounts of the ACE and shall monitor expenditure and management and shall be satisfied that the ACE is being conducted in a satisfactory and efficient manner, and shall report to the Assembly and Executive Board from time to time on the state of affairs in respect of the same.

7.9 Composition and Conduct of the Finance Committee.

The Finance Committee shall be composed of one Delegation from each Member State, one member of which only shall attend any meeting of the Finance Committee unless otherwise agreed in advance in writing with the Chairman of that Committee . Each Delegation shall consist of an appointee and alternate, both of whom shall be accredited by the relevant Organisation in writing.

The Delegation to the Finance Committee in the case of each Member State shall be that Delegation appointed and duly notified to the Executive Board in writing, by the Member Organisations in each Member State selected and agreed by the Member Organisations in that Member State being Member Organisations of the ACE.

7.10 Chairman and Vice Chairman of Finance Committee.

The Treasurer shall be the Chairman of the Finance Committee, which shall meet at least three times each year: the Vice Chairman of the Finance Committee shall be elected in the same was as the Vice Chairmen of the Permanent Committees.

7.11 Agenda of Finance Committee.

All matters to be considered by the Finance Committee shall be included on an Agenda to be issued 21 days prior to any meeting of the Finance Committee and given to each Delegation entitled to attend and vote.

7.12 Quorum of Finance Committee.

A Quorum of the Finance Committee shall be half of the accredited delegations to the Finance Committee.

7.13 Voting on Finance Committee.

Each Delegation shall be entitled to one vote.

Except in the case of the Budget resolution, a decision in favour of any Resolution adopted and seconded shall be deemed to be carried by majority vote of those present and entitled to vote.

8. Administration

The Executive Board shall be responsible for the proper management and administration of the ACE which shall include:

1. The maintenance and coordination of proper sources of information relevant to the priorities and objectives of the ACE

2. The synthesis and dissemination of information to Member Organisations,

Committees and Workgroups:

3. The proper and efficient routine administration of the ACE.

Subject to ratification by the Assembly, the Executive Board shall in each case appoint a General Secretary with responsibility who shall act as Administrator to the General Assembly, the Executive Board and the Permanent Committees, who shall maintain the accounts, act on the direction of the Executive Board and who shall be responsible for the procurement and co-ordination of relevant information and the proper management of the affairs of the ACE in accordance with such directions.

The General Secretary shall be a person of suitable qualification and experience to satisfy the requirements of the position who shall be retained on conditions and terms to be determined by the Executive Board, approved by the Finance Committee and ratified by the General Assembly. The General Secretary shall act on the direction of the Executive Board and shall not be a member of the Executive Board, the Assembly, or of any Committee.

The Executive Board shall maintain an office accessible to the Institutions of the E.U. appropriate and necessary for the purposes of the ACE.

The Executive Board in ensuring the proper functioning of the administration shall take such steps from time to time as it considers proper for this purpose and shall in particular provide regulations for the internal management and conduct of the affairs of the ACE as it shall consider proper, such regulations to be approved by the Assembly from time to time.

9. Finances

9.1.Funding of ACE

The ACE shall be funded from the following sources:

9.1.1. Subscriptions

Subscriptions shall be payable by each Member State for any year as a proportion

of the approved Budget for that year called the Subscription Year. Each Member State shall pay an amount equivalent to a percentage of the total approved Budget in accordance with Fourth Annex to this Constitution. There shall be added to or deducted from this amount a sum equivalent to the same percentage of the deficit or surplus, as the case may be, between the Budget and the Approved Accounts for the preceding Subscription Year. The total sum due by a Member State under this provision shall be called the Subscription of that Member State.

Estimated Subscriptions for each year shall be determined and notified to all Member Organisations not later than the last day of November in the year preceding the Subscription Year. Subscriptions shall be confirmed to all Member Organisations not later than the 1st March in the Subscription Year and shall be expressed in Euro and paid not later than 31st March in that Subscription Year.

Notice of the Subscription due from any Member State shall be given to the Member Organisation representing that Member State in the Finance Committee. It shall be a matter for each such Member Organisation to pay the Subscription within the time limited.

In the case where the Member State does not pay the relevant sum within the period, the sum shall be increased by 1.5% for each month or part of a month that the sum or any part of it shall remain outstanding.

In the case where the amount due has not been paid in full by 1st November of the Subscription Year, pending payment and without prejudice to the obligation to pay, the rights under this Constitution of the Member Organisations of the defaulting Member State shall be suspended and those Member Organisations shall be subject to disciplinary proceedings under Article 11.7 of this Constitution at the discretion of the Assembly.

9.1.2. Charge

The ACE may be funded by charging for publications or services.

9.1.3. Gifts and Grants

The ACE may be funded by acceptance of Gifts and Legacies, Grants or other subventions.

9.2.Financial Year

The financial year and accounting period shall be from lst January to 31st December.

9.3. Audit of Accounts

The accounts of the ACE shall be audited by Independent Auditors and audited accounts for the preceding year shall be laid before the Assembly at its first Ordinary Meeting in any calendar year. The Auditors shall be appointed by the Executive Board with the approval of the Assembly.

9.4. Currency

All transactions of the ACE with the Member Organisations shall be calculated in Euro and paid in Euro equivalent at the date on which the amount is invoiced.

9.5. Payments and Recovery of Debts

The Administration shall keep accounts and manage the financial affairs of the ACE. The authorisation to issue payments on behalf of the ACE shall be as the Executive Board shall from time to time direct.

9.6. Subscriptions of Observer States

The Executive Board on the advice of the Assembly shall determine what subscription, if any, is to be paid by any Observer Member State or Organisation.

9.7. Member Organisation Expenses

Each Member Organisation shall bear its own expenses.

10. Operation

10.1.Management

The Administration shall ensure that the ACE is managed to achieve its objectives in the most efficient way.

10.2. Languages

Proceedings of the ACE shall be conducted in English and French, all documents issued to Members shall be in both languages which shall be deemed to be equal in all respects. Simultaneous Translation shall be provided at the discretion of the Assembly for meetings of the Assembly.

10.3.Records

Records of the ACE shall be maintained to include the proceedings of all formal meetings, in the form of minutes which shall set out all Resolutions and Decisions, and be adopted and signed by the Chairman as an accurate record at subsequent meetings. All records of the ACE shall be accessible to all Member Organisations.

10.4.Notices

Notices for the purposes of this Constitution shall be deemed to have been given on the eighth day after the date of postage by recorded delivery or otherwise on proof of delivery or receipt.

11. Miscellaneous Provisions

11.1.New Member States

Any State which becomes a Full Member of the European Union shall have the right to become a Member State for the purposes of Article 3.1 of this Constitution. The Member Organisations of a State which has applied for membership of the European Union may be admitted to the ACE as Observer Organisations.

11.2.Observer Organisations

Observer Organisations shall have the right of attendance at the Assembly as though the Applicant State were a Member State, but without rights of participation or voting.

11.3.New Member Organisations

New Member Organisations may be admitted to the ACE from time to time by decision of the Assembly where such Organisations satisfy criteria approved from time to time by Special Resolution of the Assembly.

11.4.Envoys

The Assembly may from time to time Invite Representatives of other States or Organisations to attend Meetings of the Assembly. These Representatives shall be called Envoys and shall have the status of Observers.

11.5.Derogation

Any Member Organisation shall have the right on request to have its dissent recorded together with any decisions of the Assembly.

11.6.Default Provision

In the event of default by any Party in respect of the requirements of this Constitution, the Assembly shall, unless otherwise provided, determine the matter as it shall see fit.

11.7.Powers of Suspension and Expulsion

The Assembly shall have the power to suspend from rights or to expel from the ACE any Member Organisation by Special Resolution if that Member Organisation shall be liable to such suspension or expulsion by default on subscription or if, following the report of a Special Commission of disinterested persons appointed by the Assembly to enquire into any relevant matter, the Assembly shall decide that a Member Organisation is a Body unfit to be a Member Organisation of the ACE. In the case of this power the vote of the relevant Member Organisation shall not be required to carry a Special Resolution effecting its suspension or expulsion. During a period of suspension a Member Organisation shall be deemed not to be a Member Organisation for the purpose of this Constitution. A Member Organisation having been suspended or expelled shall remain liable for the full amount due under the provisions of Article 9.1.1 of this Constitution at the date of suspension or expulsion, which shall be a debt recoverable by the ACE and that Member Organisation shall not be entitled to recoup any part of its subscription by virtue of its ceasing to be a Member Organisation of the ACE for a part of the Subscription Year.

11.8. Interpretation

This Constitution shall be interpreted on the basis of the following definitions:

"Architect" shall mean a person qualified within the meaning of Directive 85/384/EC;

"Member State" shall mean a full Member State of the European Union and as set out at the First Annex to this Constitution;

"Member Organisation" shall mean a properly constituted Organisation representing Architects in a Member State and included in the Second Annex to this Constitution;

"Observer Organisation" shall mean in the case of a State which has formally applied for Full Membership of the European Union, a formally constituted Organisation within that State which represents a substantial number of Architects qualified to a standard comparable to the qualifications recognised by 85/384/EC proved by reference to its Regulations for admission of members.

11.9. Alterations to this Constitution

Revisions to this Constitution shall be made only by Special Resolution of the Assembly.

11.10. Liability of Member Organisations

Insofar as it shall be consistent with the Relevant Law of this Constitution, Member Organisations shall be liable for the debts of the Architects Council of Europe only to the extent of its assets, or as may be otherwise determined by the Statutes of any International Organisation established under Article 11.11 of this Constitution.

11.11. Power to Form an International Association

The Architects Council of Europe shall have the power by decision of its Assembly to establish from time to time in a Member State any subsidiary Body consistent with its proper administration or Objects, including a non profit making International Association in accordance with the law of the Member State in which it shall choose to establish its permanent Secretariat, which International Association shall be empowered to acquire property and monetary assets and to engage staff. The Members of the Executive Board shall be the Members of the Administrative Council of any such International Association. The Executive Board shall furnish an Annual Report on the status and accounts of any such International Association to the Assembly as though the International Association were the Assembly.

12. Termination

12.1. Resignation

A Member Organisation may resign from the ACE provided it shall have given three months notice in writing to the President of its Intention to do so. A Member Organisation which resigns shall cease to be a Member Organisation of the ACE on the date on which its resignation takes affect. Any such Member Organisation shall remain liable as a Member Organisation in respect of its obligations to the ACE at the time of its resignation, and shall remain liable for the payment of the full amount due under the provisions of Article 9.1.1 of this Constitution and shall not be entitled to recoup any part of its subscription by virtue of its ceasing to be a member of the ACE for a part of the relevant Subscription Year.

12.2. Duration and Dissolution

The ACE is established for an Indefinite period.

The ACE shall be dissolved if there shall be at any time less than (five) Member States represented within the ACE, or if the Assembly of the ACE shall by Special Resolution so decide, or if the ACE shall be properly declared insolvent. In the event of dissolution a Receiver shall be appointed who shall realise the assets of the ACE and discharge its liabilities: any surplus assets shall be transferred to a comparable Organisation with similar Objects or as any Court having jurisdiction shall otherwise approve. In the event of dissolution Member Organisations shall be liable only to the extent provided by law and shall be entitled to no part of the surplus assets, except a refund of Subscription for the part of the Subscription Year remaining after dissolution, to be recovered from surplus funds only.