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FEICA Constitution-by laws
FEICA ConstitutionFirst Published on 26/10/2006
S T A T U T E SPreamble
FEICA was created by decision of the first General Assembly on 14 November 1972. It was incorporated in Germany, Düsseldorf, under German law as “Verband Europäischer Klebstoffindustrien e. V”The German Statutes were amended by approval of the General Assembly on 27 April 1979, on 18 May 1984, on 23 September 1993, and on 20 September 1996 and finally on 20 September 2000. The members of FEICA decided to create a new association under Belgian law, the seat of which will be located in Belgium. The present Statutes were adopted by the founding members on 28 August 2006. The German association will be dissolved once all formalities for creating the Belgium association will be completed. TITLE, HEAD OFFICE, OBJECTIVE, DURATIONArt. 1. An international non-profit association is created (Association Internationale Sans But Lucratif - AISBL) : the Association of European Adhesives and Sealants Manufacturers (Fédération Européenne des Industries des Colles, Adhésifs et Mastics), denominated : "FEICA" [referred to hereafter as the "Association"]. It shall be governed by the Title III of the Belgian law of 27 June 1921 on non profit associations, international non profit associations, and foundations. Art. 2. The registered office of the Association is established in Belgium, in the Brussels area; it is situated at Auderghem (1160 Brussels), avenue Edmond Van Nieuwenhuyse 6. The registered office of the Association may be transferred to anywhere in Belgium by decision of the General Assembly, to be published in the “Annexes du Moniteur Belge” and to be communicated to the Belgian competent authorities within one month of the decision. Art. 3. The Association shall pursue mainly a scientific purpose by promoting the adhesives, sealants and related products industry, in the widest sense, in the countries where it operates, and its contribution to sustainable development in Europe. The Association shall put in place the following activities in order to fulfil its aims: • the study of and possible solution for all issues of interest to the adhesives, sealants and related products industry in the widest possible sense, in particular those of a scientific, technical, environmental, economic, statistical, legal, documentary and institutional nature together with the problems relating to international and European cooperation, as well as research; • in addition, the Association may take any measures or steps, and initiate any course of action, capable of promoting the achievement of its aim; • furtherrmore, the Association will seek recognition by organisations of relevance to its objective and mission such as the Council of Europe, and shall act as such. Art. 4. The Association shall be formed for an unlimited period. The Association shall be granted legal personality at the data of the Royal Decree recognising its incorporation, in conformity of Article 50 paragraph 1 of the law of 27 June 1921. MEMBERSArt. 5. The Association shall be composed of the following categories of members: the Direct Members, being the European National Associations and Companies Members, and the Associate Members, being Associate Companies. 5.1 Direct Members5.1.A. The European National Association Members:Any national non-governmental association representing companies which are actively engaged in the manufacture of adhesives, and/or sealants or related raw materials and services for sale in that country, may apply for direct membership providing the following conditions are met: • the country of the applicant European National Association should belong to the Council of Europe and to the World Trade Organisation; • the applicant European National Association must be constituted as a non-governmental association, and • it must demonstrate that it is able to fulfil the obligations mentioned in the present Statutes. The European National Associations Members shall be invited to participate in the meetings of the General Assembly of the Association, with voting rights. They may also participate in any other activities of the Association, with voting rights. 5.1.B. The Company Members: Companies being manufacturing adhesives, sealant or related chemicals products in the European countries and member of at least one FEICA member National Association may apply for direct membership. Company Members shall be invited to participate in the meetings of the General Assembly of the Association, with voting rights. They may also participate in any other activities of the Association, with voting rights. 5.2 Associate Members The Associate Company Members: Companies from either the raw material industry or manufacturers/importers of components or machinery for adhesive, sealants or related products or services, or Trade Associations with mutual interests, located in Europe or elsewhere in the world and for company member, of at least one FEICA member National Association, may apply for associate membership. The Associate Company Members shall be invited to participate in all or part of the meetings of the General Assembly, without voting rights. The Executive Board is empowered to define the activities (including related modalities) to which the Associate Company Members will be invited to participate, without voting rights. Art 6. The Members shall be legal persons incorporated in accordance with the laws and practices in their country of origin. In addition, the members undertake to : • respect the present Statutes and By-laws if adopted; • support the mission, objectives, the policies and activities of the Association; • respect the rules of operation of the Association; • pay the subscriptions as fixed annually by the General Assembly, as submitted to it by the Executive Board. In accordance with their respective category of membership, members shall have rights as determined for each category: • access to information, • attend or not statutory and other bodies (with or without voting rights), • participate or not as candidate in statutory elections, • participate in the activities of the Association (with or without voting rights). Art. 7. A list of the Members shall be kept up-to-date at the registered office of the Association. Art. 8. The Executive Board decides on all membership applications for admission of new Member. The decision can be appealed to the General Assembly. The latter is under no obligation to justify its decision, which shall be final. Art. 9. Any Member wishing to withdraw from membership shall give notice to the General Secretary of his withdrawal at least before 31 December of each year. The withdrawal shall take effect at the end of the next financial year; during this period, the membership and obligation to pay the subscription shall remain unaffected. Art. 10. Any Member who does not comply with the statutes or does not fulfil anymore the membership conditions can be expelled by a decision of the Executive Board. The decision can be appealed to the General Assembly. The Member concerned shall have the right in every case to present his defence beforehand. Art. 11. Any Member who ceases to be part of the Association through withdrawal, expulsion or any other cause shall have no claim on the Association's funds; the Members shall remain liable for the subscription of the current financial year, and also for any debts of the Member due to the Association. GENERAL ASSEMBLYArt. 12. The General Assembly shall have full powers enabling the objective of the Association to be achieved. The following items are reserved to the General Assembly (but are not limited to these): a). set the general policy of the Association; b). modify the Statutes; c).decide on appeal on membership; d).elect the President, the Vice-President, the members of the Executive Board and the Honorary Presidents (the Association cannot have more than two Honorary Presidents); e). approve the budgets and the annual accounts; f). review subscription fees with a clear subscription structure; g). dissolve the Association; h).adopt and modify the By-laws if deemed necessary; i). other powers as indicated in the present Statutes. Art. 13. The General Assembly shall be composed of the Direct Members and Associate Members of the Association. The Associate Company Members shall be invited to participate in all or part of the meetings of the General Assembly, without voting rights. The General Secretary shall be invited to attend (without voting rights). Other guest may be invited by the President of the Association. Each Direct Member shall possess the following voting rights: Company Members: voting right principal is accordance with contribution size; Small Company (definition in by-laws): 1 vote, Medium Company (definition in by-laws): 2 votes, Medium Large Company (definition in by-laws): 3 votes, Large Company (definition in by-laws): 4 votes, Very Large Company (definition in by-laws): 6 votes European National Associations: voting right principal is in accordance with contribution size: Small association (definition in by-laws): 1 vote, Medium (definition in by-laws): 2 votes, Large (definition in by-laws): 4 votes The names of the delegates empowered to act shall be notified to the General Secretary of the Association. These delegates need to be active in either the respective company or association they represent. A Direct Member who is unable to attend may be represented by another Direct Member. One Direct Member, however, may not represent more than two other Direct Members in total. Proxies must be notified in writing to the General Secretary of the Association. Art. 14. Except when the present Statutes provide otherwise, decisions of the General Assembly shall be adopted by a simple majority of votes of the Direct Members present or represented. No decision can be taken on an item which does not appear on the circulated agenda. The General Assembly is empowered to make decisions only when two thirds of the Direct Members are present or represented. Should this quorum not be attained the General Assembly can decide to call another meeting with the same Agenda; this meeting can be declared valid irrespective of numbers of Direct Members present or represented. Art. 15. An Ordinary Meeting of the General Assembly shall be held at least once a year, under the chairmanship of the President of the Association. An Extraordinary Meeting of the General Assembly can be called at the request of either the President or at least one third of the Direct Members. The request for an Extraordinary Meeting of the General Assembly must be given by registered letter to the Secretary and must give reasons for wanting to call an Extraordinary Meeting of the General Assembly. The Secretary then - after agreement with the President - sends out invitations of the Extraordinary General Assembly not later than eight weeks after the request for the meeting is first received the written request. . The invitation to attend the General Assembly Meetings shall be sent by the General Secretary to the Direct Members and Associate Members at least four weeks before the date of the Meeting. The invitation shall be sent by mail, fax, e-mail, special courier or any other written means of communication. If a decision cannot be deferred until the following Ordinary Meeting of the General Assembly and does not justify an Extraordinary Meeting of the General Assembly, the Executive Board can adopt a decision, in accordance with Article 19 of the present Statutes. Any decision taken by this route shall be notified by the Executive Board to the General Assembly for confirmation at the subsequent General Assembly. Art. 16. The resolutions of the General Assembly shall be kept at the head office of the Association, where Members may consult these, in addition, these will be sent by mail, fax, e-mail, special courier or any other written means of communication to all Members of the Association. EXECUTIVE BOARDArt. 17. In the interval between Meetings of the General Assembly, and in accordance with decisions reached by the latter, the Association shall be governed by the Executive Board, which is the governing body. The Executive Board shall in particular: • appoint the General Secretary of the Association; • decide on membership; • delegate on temporarily basis certain tasks to a European National Association Member, in accordance with a “Brief Letter” to be adopted by the Executive Board defining the task(s), the way of working including to act on behalf of the Association for these (in application of the present Statutes), and possible costs to be reimbursed; • present the annual report of the Association to the General Assembly; • prepare the Agenda for the General Assembly meetings; • check the annual accounts and present these, together with the reports of the Auditor, to the General Assembly; • prepare the budgets; • Elect the members of the European Technical Board and the European Business Board. The Executive Board is composed of a minimum of 5 members designated as follows: A. The President, and the Vice-President, elected by the General Assembly. B. The following members are elected by the General Assembly in the following manner provided candidates are available: • 3 members from the National Association, • 3 members from the Company Members, • The Chairman of the European Technical Board, • The Chairman of the European Business Board • The Executive Board may co-opt up to three members with no voting rights. The composition should reflect the appropriate representation of all association and company sizes of the membership. The first two years of operation of the Association, and as an interim measure, the minimum number of the members of the Executive Board shall be three (3), and candidates may only be from the European National Associations. A minimum of three (3) Company Members shall be required for this category of Direct Member being represented at the Executive Board. The tenure of Executive Board members is two years, but may be renewed. In case of resignation of an Executive Board member, the Executive Board shall have the right to appoint a new Executive Board member whose mandate shall be valid until the next General Assembly Meeting. The General Secretary shall be invited to attend (without voting rights). For the Belgian authorities, the Association representatives are composed by the President, Vice President, ETB chairman and the EBB chairman under the name of: Administrators. Art. 18. The Executive Board shall meet at least three times a year. It must be convened if at least three Executive Board members request it. The invitation to attend the Executive Board meetings shall be sent by the General Secretary to the Executive Board members, at least two weeks before the date of the meeting. The invitation shall be sent by mail, fax, e-mail, special courier or any other means of written communication. Art. 19. The proceedings of the Executive Board shall be valid if at least half of its members are present. Each Executive Board member shall possess one vote. The decisions can be taken at simple majority of the votes of the members present. An Executive Board member who is unable to attend cannot be represented by another Executive Board member. However, he or she can be represented by a deputy of his or her choice if approved by the President. The approval of the President cannot unreasonably be withheld. If a decision cannot be deferred until the following meeting of the Executive Board, a written consultation and vote can exceptionally take place. The vote shall only be valid if at least half of the Executive Board members are sending a reply. Except in urgent cases, replies shall be sent within 21 days. A simple majority of votes is required for the adoption of a decision. Any decision taken by this route shall be notified for confirmation at the subsequent meeting of the Executive Board. PRESIDENCY, VICE-PRESIDENCYArt. 20. The General Assembly shall elect a President and a Vice-President of the Association from among the representatives of its Direct Members. The President and the Vice-President shall be elected for two years and may serve for a further two-year period. They shall remain in office, however, after the two years term until new elections have taken place. The President or, in his/her absence, the Vice-President, shall preside over the meetings of the General Assembly and the Executive Board. He/she shall have charge over the proper functioning of the Association and the carrying out of the decisions taken by the General Assembly and the Executive Board. POWERS OF REPRESENTATION OF THE ASSOCIATIONArt. 21. Instruments which bind the Association with regard to third parties, and which are not concerned with day-to-day administrative matters, shall, unless subject to special proxy, be signed by either the President or the Vice-President of the Association, who do not have to account for their powers towards third parties. The Association shall be represented in law by either the President or the Vice-President of the Association or its General Secretary; they shall inform the Executive Board.
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