The organs of the EITCI Institute are:
- the General Assembly
- the Board of Directors
- the Executive Director
The EITCI Institute structure is an association formed by the natural persons and legal entities, validly represented, signing the Articles of Association.
EITCI Membership categories are:
- Governing Member
- Academic Member
- General Member
- Institutional Member
Governing Members are individuals who directly engage in activities pursued by the Institute and are dedicated to continuous support of the Institute’s development. There are at least 3 Governing Members at all times. Academic Members are individuals who hold at least a 70% position with an academic institution or otherwise mostly pursue an academic activity within IT. General Members are individuals who otherwise take an active interest in IT certification standards or are professionally associated with IT training and certification methodologies. Institutional Members are legal persons concerned with IT certification standards, for example IT training centers, IT research institutes, Universities, IT companies, etc. A list containing the Governing Members is deposited at the “Greffe de la Tribunal de Premiere Instance” of Brussels. This list is annually completed after the meeting of the General Assembly, in accordance with the applicable legal provisions. The Board of Directors keeps a register of the Governing Members at the registered office of the Institute. This register holds the full names and domiciles of the Members, or, in case of a legal entity, the name, legal form and registered office. The EITCI Institute’s Board of Directors has a minimum of 2 and a maximum of 10 directors. A majority of directors are nominated and elected among Governing, Academic and General Members. The number of directors has to be at all times smaller than the number of Governing Members. The Board of Directors elects a Chairman and a Vice-Chairman amongst the Directors. The Board of Directors have all powers necessary to pursue the objectives of the Institute, and to effect and complete all management actions, with the exception of the powers reserved by law or by these Articles to the General Assembly. Except where the Board has delegated daily management, the acts binding the Institute with regard to third parties are validly signed only by the Chairman, the Vice-Chairman or jointly by two directors, or by holder of special powers of attorney. Legal proceedings, either as plaintiff or defendant, are conducted by the Board of Directors represented by the Chairman or by any person the Board has designated to that effect.
Important part of the EITCI structures are committees. The Board determines the terms of reference and powers of the committees it appoints. Committees report to the Board on their activities. Currently EITCI has 5 administration committees and 11 programme committees (assigned with development of EITCI certification programmes).
EITCI Administration Committees:
- Membership committee
- Programme committee
- Infrastructure committee
- Cooperation committee
- Finances committee
The organizational structure of the European IT Certification Institute is following:
- The General Assembly
- The Board of Directors
- The Executive Director
- The Committees
- The External Auditor
The General Assembly
The General Assembly consists of all the Members (except those in the certification member class) of the EITCI Institute. All Members have one vote. The General Assembly have all the powers conferred upon it by Articles os Association, namely:
- The modification of the Articles of Association
- The decision to dissolve the Institute
- The election and revocation of the directors
- The approval of the Institute's budgets, accounts and annual report
- The designation of the external auditor
Each Member shall have the right, by means of a letter sent by regular mail or any other medium of written communication, to be represented at the General Assembly by a proxy-holder, who may be a Member of any class.
The General Assembly meets, at least once a year upon an invitation specifying the place, date and agenda sent by the Chairman of the Board, or his/her deputy at least 15 calendar days in advance. The general assembly will in particular receive the report on the activities of the Institute during the past year, approve the accounts for the past year and approve the budget, the membership fees and the admission fees for the following year, as well as release the Board with regard to its tasks. An extraordinary General Assembly shall be convoked by the chairman of the Board of directors or by two directors whenever required by the interests of the Institute or upon request of at least one fifth of the Members. Save in an emergency, notice of meetings shall be served at least 15 calendar days in advance. Only an extraordinary meeting may modify the Articles of Association in accordance with Article 19 or decide the dissolution of the Institute in accordance with Article 20. The General Assembly shall be presided over by the Chairman of the Board of Directors or, in the absence of the Chairman, by the Vice-Chairman, failing which by a director designated by his/her colleagues. The minutes of the General assembly shall be signed by the person presiding the Assembly and kept in a separate file at the Institute's registered office by the Executive Director, at the disposal of the Members.
The Board of Directors
The Board has a minimum of 2 and a maximum of 10 directors. A majority of directors are nominated and elected among persons qualifying for academic membership of the Institute. Such directors are deemed to resign when the pre-conditions for academic membership no longer apply. In case of a vacancy, the Board has the power to provide for an interim director pending a decision by the next General Assembly. The General Assembly may decide to remove a director. Such decision requires a two-thirds majority of the votes of the Members present or represented. The Board elects a Chairman amongst the directors that do not qualify for academic or research membership of the Institute and a Vice-Chairman who qualifies for academic or research membership. The Chairman or the Vice-Chairman convenes meetings of the Board. Save in an emergency, notice of meetings shall be served at least 15 calendar days in advance. Board meetings may be held both physically and by online telecommunication. If a board meeting is held by online telecommunications, directors shall have received timely information enabling them to express a fully considered opinion on the items on the agenda. Items voted on during an online telecommunications meeting shall be recalled and confirmed at the next following physical meeting. Nevertheless, absence of such confirmation shall not invalidate the decisions taken. The maximum term of the office for Directors is 3 years. Directors may be re-elected. The minutes of the Board shall be signed by the Chairman and kept in a separate file at the Institute's registered office by the Executive Director, at the disposal of the Members.
The Board of Directors has all powers necessary to pursue the objectives of the Institute, and to effect and complete all management actions, with the exception of the powers reserved by law or by these Articles to the General Assembly. Except where the Board has delegated daily management, the acts binding the Institute with regard to third parties are validly signed only by the Chairman, the Vice-Chairman or jointly by two directors, or by holder of special powers of attorney. Legal proceedings, either as plaintiff or defendant, are conducted by the Board of Directors represented by the Chairman or by any person the Board has designated to that effect.
The Executive Director
The Board appoints an Executive Director who qualifies for academic membership of the Institute. The Executive Director is entrusted with the day-to-day management of the Institute, under the responsibility of the Board that shall define his/her powers. The maximum term of the Executive Director's office shall be 3 years. The Executive Director may be re-appointed.
The Board appoints a Membership Committee and may appoint such other committees that it deems useful for the proper governance of the Institute, such as a Management Committee. The Board determines the terms of reference and powers of the committees it appoints. Committees report to the Board on their activities.
The External Auditor
The General Assembly appoints an external auditor drawn from the Members of the Institute of Auditors of Belgium. The mandate of the external auditor may not exceed two years. It may be renewed. The General Assembly determines the fee, if any, to be paid to the external auditor.
The EITCI Institute is funded by membership fees, specific contributions (provided these are given with the understanding that they will in no way influence the independence of the Institute and/or its organs), as well as by revenues from Institute activities (e.g. royalties from books and publications, licensed IT certification methodologies and standards).