NAME, REGISTERED OFFICE, PURPOSE, DURATION
MEMBERSHIP
GENERAL ASSEMBLY
EXECUTIVE COMMITTEE
BORD OF DIRECTORS
SECRETARY GENERAL
REPRESENTATION OF THE ASSOCIATION VIS-A-VIS THIRD PARTIES
BUDGETS AND ACCOUNTS
AMENDMENT OF STATUTES - DISSOLUTION
LANGUAGE
SUNDRY
NAME, REGISTERED OFFICE, PURPOSE, DURATION
Article 1
There is hereby established an international non- profit association with a scientific purpose under the name of Convention of National Societies of Electrical Engineers of Europe ("EUREL").
The Association is governed by the provisions of Title III of the Belgian law of June 27, 1921, on the non-profit associations, foundations and international non-profit associations.
Article 2
The head office is located in Brussels at Avenue Roger Vandendriessche, 18, B-1150 Brussels.
It may be transferred to any other place in Belgium by resolution of the Board of Directors. This decision must be published within one month in the Belgian State Gazette.
Article 3
The aims of the Association are:
- To facilitate the exchange of information and to foster a wider dissemination of scientific, technical and other information relevant to electrical engineering between Member Societies and other interested bodies;
- To represent Member Societies with regional, national and international authorities, organisations or agencies, public or private; in particular with European institutions;
- To foster multilateral collaboration between Member Societies and with other interested bodies each Member Society retaining its independence;
- To support the creation of opportunities to network within large and international groups of professionals;
- In general to carry out any lawful activity necessary in connection with, or incidental to the accomplishment of any of the purposes set out above.
The term "electrical engineering" is used in this document in the widest sense, covering all activities connected with electricity, including electronics, computer science, telecommuni-cations, micro-nano technologies, electrotechnics, power engineering and associated subjects.
The Association is a non-profit organisation and does not provide any financial benefit to its Members.
Article 4
The Association is formed for an unlimited duration.
MEMBERSHIP
Article 5
Membership of the Association is open to all non-profit National Societies of Electrical Engineers of Europe. A National Society is a recognised legal entity in a European country whose members include professionally qualified electrical engineers:
There are two categories of membership.
a) Full Members
- These are National Societies who are eligible to attend the General Assembly with voting rights.
- Each Member shall pay the annual membership fee set by the General Assembly.
b) Corresponding Members
- These are National Societies who are eligible to attend the General Assembly as observers.
- They shall pay the annual membership fee set by the General Assembly accordingly.
Article 6
Application for membership shall be sent to the Secretary General of the Association and passed on to the Executive Committee for advice. The Executive Committee shall communicate its recommendations in respect thereof to all Member Societies. The decision on whether or not to admit a new Member Society shall be taken by the General Assembly. The vote on a resolution to admit or to refuse a Member Society is adopted by secret ballot and requires a two-thirds majority of Representatives present.
Application shall not be accepted from a society which
- Engages in political activities or is allied to a political party;
- Discriminates between persons on grounds of politics, religion or race;
- Carries out, as its main activity, negotiations on behalf of its members on matters relating to salaries or conditions of employment;
- Distributes profits to its members.
Article 7
Each Member Society is free to resign from the Association by registered letter addressed to the Secretary General. Membership may only be ceased at the end of the calendar year and requires a one-year notice.
Member Societies who have resigned shall not be member of ExCo and BoD from the date of resignation.
The resigning Member Societies shall remain liable for the payment of any financial commitments outstanding at the date at which the resignation becomes effective.
The resigning Member Societies continue to be entitled to the service for the period corresponding to their remaining financial commitment at the time of resignation.
Article 8
A Member Society may be expelled upon serious grounds by the General Assembly, on a proposal by the Executive Committee, after having heard the defence of the Member Society concerned.
Serious grounds include:
- The non-compliance with conditions imposed on applicants by Article 6 of the Statutes;
- The non-payment of the annual subscription or exceptional contribution determined by the General Assembly at the end of calendar year following the non payment of the due date.
The Member Society whose exclusion has been proposed is not allowed to take part in the vote.
The decision is adopted by secret ballot and requires a majority of two-thirds of Representatives present.
Article 9
Resigning or expelled Member Societies forfeit their rights to any portion of the assets. They cannot claim repayment of fees, contributions, gifts or other financial support provided to the association.
Article 10
To cover general costs of the Association, each Member Society pays an annual membership fee determined by the General Assembly on the recommendation of the Executive Committee.
The membership fee becomes payable as from 1st January of the year following the decision of the General Assembly determining its amount.
An exceptional contribution may be imposed by the General Assembly on Member Societies to cover exceptional expenses of the Association.
GENERAL ASSEMBLY
Article 11
The General Assembly is the sovereign body of the Association. It consists of one Representative from each Full Member Society, and the President of the Association.
The Member Society is usually represented by its President. If the President of the Member Society is unable to attend, his Society shall nominate an alternate representative.
In addition, the following people may attend meetings of the General Assembly. They may participate in debates but may not vote unless they are the representatives of their Member Societies:
a) The EUREL Vice-President;
b) The Chairman of the Executive Committee;
c) The Chairman of the Board of Directors.
d) Representatives of the Corresponding Member Societies
e) Invited guests.
Powers of the General Assembly include:
- The determination of the policy of the Association and the taking of all decisions necessary to promote its aim;
- The setting up of bodies to deal with specific tasks of the Association;
- The decision on applications for an exclusion from Membership;
- The appointment of the President and the Vice-President;
- The decision on the seat of the Permanent Secretariat;
- The approval of the annual accounts of the Association and the granting of release of the Directors from any possible liability relating to the performance of their duties;
- The approval of the budget of the Association and the determination of the annual membership fee and any exceptional contribution to be paid by Member Societies;
- The decision on exceptional expenses not included in the budget;
- The decision on amending Statutes;
- The decision on the dissolution of the Association;
- The drafting of Internal Rules.
Article 12
The General Assembly meets each year in the autumn, normally in the country of the President of the Association.
Special meetings of the General Assembly may be convened on request from at least three Representatives or on request by the President.
The notice of the General Assembly is sent on behalf of the President by the Secretary General and can be distributed by ordinary mail. The notice shall include the agenda of the Meeting and supporting papers.
The notice of the General Assembly shall be sent to each Member Society not less than two months before the meeting for all meetings of the General Assembly.
Article 13
The General Assembly elects the President and the Vice-President of the Association for a term of one year, not renewable, and expiring immediately after the next annual meeting has been held.
The President and the Vice President are not eligible for re-election for a period of least 4 years after their previous term of office has expired.
As a rule the Vice President succeeds the outgoing President at the end of the mandate. Powers of the President include:
- Chairmanship of the General Assembly Meetings (GA)
- Representation of the Association (as stated in article 20)
- Control of the observance to the Statutes.
The Vice-President takes on the duties of the President of the Association, should the latter be impeded in the execution of his duties.
The President and Vice-President of the Association are not necessarily the Presidents of the National Societies to which they belong.
Article 14
A resolution may be agreed by the General Assembly whenever a quorum is present. A quorum is constituted when at least half the number of the Representatives of full members is present. If a quorum is not present within 15 minutes of the start of the meeting, it shall be adjourned to a date arranged by the Secretary General of the Association.
Alternatively, a preliminary resolution may be passed in absence of a quorum but must be ratified by correspondence by a sufficient number of Member Societies not present to achieve quorum.
All resolutions of the General Assembly are binding on all categories of Member Societies of the Association.
Article 15
Decisions of the General Assembly shall be made by a simple majority of the Representatives of full members present except on matters concerning the admission or exclusion of Member Societies, the modification of the Statute or the dissolution of the Association, for which a two-thirds majority of the Representatives present is required.
A secret ballot shall be taken if asked for by at least three Representatives, or if so ordered by the President. A secret ballot shall also be taken on a resolution to admit or expel a Member Society.
The President of the Association and each Representative have one vote each. In case of an equality of votes, the President shall have an additional casting vote.
Minutes shall be prepared of all Annual General Meetings. These minutes shall be filed in a special register. The register will be kept at the EUREL office. Member Societies may therefore freely consult this register. Certified true copies by the President or the Vice-president, or electronic files, must be delivered by the association upon request of a member or its representative addressed to the Secretary General.
EXECUTIVE COMMITTEE
Article 16
The General Assembly shall establish an Executive Committee and appoint its members.
The Executive Committee shall consist of 7 representatives from Member Societies. The President and the Vice-President are entitled to attend all ExCo meetings. The two Member Societies who pay the highest subscription fees will have a permanent seat in the Executive Committee.
The members of the Executive Committee shall be appointed for two years and shall be eligible for reappointment. The Executive Committee shall appoint its Chairman from its own members for a period of office of two years.
He shall be eligible for re-appointment after a period of four years after the expiry of his previous appointment as ExCo Chairman.
The Executive Committee shall be responsible for:
- Control over the activity of EUREL between GA meetings;
- Ensuring the implementation of the decisions of the General Assembly;
- The preparatory work for the General Assembly;
- Appointment of BoD and directors.
The Executive Committee shall meet as often as needed on the invitation by its Chairman. A meeting shall be convened immediately after each ordinary General Assembly.
In case of vacancies, the Executive Committee may appoint provisional members to fill the vacancies. Such appointments are subject to approval by the next meeting of the General Assembly. The mandate of the members thus appointed comes to an end on the date that the mandate of the replaced members would normally have expired.
Article 17
During meetings of the Executive Committee, each member present has one vote. No vote may be cast by Proxy.
The decisions are taken by a simple majority of all the voting members of the Executive Committee.
In the event of equality of votes, the Chairman has an additional casting vote.
A quorum is constituted if at least half of the members are present. If a quorum is not reached within 15 minutes the ExCo members in attendance can make the required decisions provided these are ratified by correspondence by a sufficient number of members to reach the required quorum level. If an ExCo member is absent on two consecutive meetings or on three meetings during his term as ExCo delegate, he will not be eligible for re-election.
BORD OF DIRECTORS
Article 18
The Executive Committee shall appoint from its members a Board of Directors to be responsible for the administration of the Association. The General Assembly has the power to revoke and/or replace a director thus appointed.
The members of the Board of Directors shall be appointed for two years and shall be eligible for re-appointment.
The Board of Directors shall consist of 3 members of ExCo. The 2 members from the Member Societies who pay the highest subscription fees will be members of the BoD.
The Board shall appoint its own Chairman from its own members for a period of office of two years. He shall be eligible for reappointment.
The names of the members of the Board of Directors are published in the Belgian State Gazette (Moniteur Belge).
The Board of Directors shall be responsible for:
- All legal actions necessary for the establishment and for the continued operation of the Association as a legal entity;
- The obtaining of premises to house the General Secretariat;
- The recruitment of a Secretary General and supporting staff and the proper operation of the General Secretariat;
- The preparation of operational and capital budgets for approval of the General Assembly;
- Entering into contracts on behalf of the Association.
The Board of Directors reports to the General Assembly through the Executive Committee.
The Board of Directors will hold at least 2 (two) meetings a year. One meeting will be held prior to each Annual General Meeting. Meetings of the Board of Directors are called by the Chairman of the Board of directors at his own initiative or upon request of at least two members of the Board of Directors. The notices are distributed by ordinary mail or e-mail. The minutes of each Board of Directors Meeting will be sent to all members of the Board of Directors.
Article 19
During meetings of the Board of Directors, each member present has one vote. No vote may be cast by Proxy.
The decisions are taken by a simple majority of all the Directors present. The Board of Directors cannot validly deliberate and vote if at least two thirds (2/3) of the directors is not present.
In the event of equality of votes, the Chairman has an additional casting vote.
A quorum is constituted if at least half of the members are present. If a quorum is not reached within 15 minutes the Board of Directors in attendance can make the required decisions provided these are ratified by correspondence by a sufficient number of members to reach the required quorum level. If a Board of Directors member is absent on two consecutive meetings or on three meetings during his term as Board of Directors delegate, he will not be eligible for re-election.
SECRETARY GENERAL
Article 20
The Board of Directors shall appoint the Secretary General
The Secretary General shall attend meetings of the GA, ExCo, BoD. He shall be responsible for preparing the agenda and supporting papers for these meetings and preparing the minutes of the discussions at them.
He shall keep the books, minutes and all documents relating to the operation of the Association.
He shall be responsible for the day-to-day management of the Association.
He is responsible to the Chairman of the Board of Directors for the management of the Secretariat office. He has the delegated authority to operate the Secretariat within the approved budgetary limits and manage the EUREL Brussels bank account.
The deeds concerning credits have to be signed by either two Directors or a Director and the Secretary General.
REPRESENTATION OF THE ASSOCIATION VIS-A-VIS THIRD PARTIES
Article 21
The Board of Directors as a whole represents the Association in all legal and administrative matters.
In addition to the general powers of representation of the Board as a whole, the Association is validly represented vis-à-vis third parties and in Court:
- Either by the President;
- Or by two directors acting jointly;
- Or, within the limits defined by the Board of Directors, by the Secretary General.
They do not have to submit proof of a prior decision of the Board of Directors.
The Association is validly bound by actions taken on delegated authority from the General Assembly subject to these actions being within the limits of the delegated authority.
No Member Society shall be held liable for any debt or obligation of the Association even if such debt or obligation was contracted for the account of the Association by virtue of a valid authorisation.
The financial commitments of the Association shall be exclusively covered by the assets of the Association.
BUDGETS AND ACCOUNTS
Article 22
The Executive Committee shall submit for approval to the General Assembly, at the occasion of its annual meeting, the accounts of the past financial year. It also shall submit for approval the budget for the succeeding year.
The financial year for the Association shall be from 1st January to the 31st December.
Each Member Society shall be responsible for its own disbursements.
The Executive Committee appoints one or several Auditor(s). Their term of office is fixed at [1] years and can be renewed. The assignment of the Auditor(s) consists of supervising and monitoring without limit all operations of the Association. He or they are entitled to examine the books, the correspondence, and, in general all accounts of the association. He examines (or they examine) the inventory of assets and liabilities, the annual accounts, budgets and report(s) to the general assembly on the annual results. If they are several they act as a corporate body but are entitled to do, individually, any investigation they wish. The Auditor(s) shall not have any personal obligation in connection with the commitments of the association. He or they guarantee(s) the achievement of his or their mandate only.
AMENDMENT OF STATUTES - DISSOLUTION
Article 23
Any proposal to amend the Statutes must be addressed by writing to the Secretary General of the Association. Such requests shall be circulated to all Member Societies not less than two months before the meeting of the General Assembly. Any amendment requires the presence of two-thirds of the Representatives of full members and a majority of two-thirds of Representatives full members present.
Article 24
The dissolution of the Association may be decided upon by a resolution of the General Assembly especially convened to that purpose at least four months in advance, by a majority of two-thirds of Representatives present.
In that case, the General Assembly determines the method of winding up the Association, including the institution to which the assets, if any, shall be transferred. Any EUREL assets remaining after liquidation shall be sent to an international non-profit association of common interest.
LANGUAGE
Article 25
The working language of the Association shall be English. Whenever executed in French according to Belgian legal requirement, documents shall be translated into English as well. The latter language shall prevail in the event of any difference of interpretation between them.
In case of dispute regarding the interpretation of the legislation document, the French text will prevail.
SUNDRY
Article 26
Should a problem not be foreseen in the Statutes, the provisions of Title III of the law of June 27, 1921, on the non-profit associations, foundations and international non-profit associations will be applicable.
Article 27
These Statutes will at all times prevail over possible conflicting provisions of the Internal Rules.
Article 28
These Statutes shall come into force on October 01, 2006 and replace those Statutes dated October 2001.