|
"
European Geothermal Energy Council ", Conseil européen pour l'Energie
géothermique, en abrégé : " EGEC ", association internationale
1040 Bruxelles
European Geothermal Energy Council -
EGEC
Statutes
Publié le :
2003-03-28 N. 005938
Numéro de l'association : 59382003 No TVA ou no entreprise : 465303654
Article 1
An international association is hereby formed under the name "European
Geothermal Energy Council", "EGEC", hereinafter called the
Council. It is formed in accordance with the law of Belgium of 25th October
1919, subsequently amended by the law of 6th December 1954. The Council is
organized for an unlimited period. It may be dissolved at any time.
Article 2
The Head Office of the Council shall be
at rue
d’arlon 63-65,1040 Brussels.
The head office may be transferred to any other place in Belgium by ordinary
decision of the Board of Directors. Such decision has to be published in the
Annexes to the Moniteur Belge within one month of the decision being made.
Article 3
The aims of the Council shall be to promote the use of geothermal energy, as
follows :
· In priority, encouraging R and R in the field of geothermal utilization of
the existing resources in Europe and allowing the public at large to access to
the R and R results and maximise the utilization of this renewable energy.
· By exercising appropriate actions among European institutions to implement a
legal and institutional framework and fiscal instruments allowing geothermal
sources to compete with conventional energy systems, and to secure economic
support in consideration of the environmental benefits.
· By conducting any activity which is intended to promote the market
deployment of geothermal energy in Europe and the export of European geothermal
technology, services and equipment to other parts of the world.
· By representing the interests of the European geothermal energy
industry and users to governments and international organisations, with
a view to improving business conditions for the industry.
· By co-operating with national geothermal associations, and in particular with
the International Geothermal Association (IGA) and its European branch, and with
any other associations promoting research on and application of renewable energy
sources, in order to join forces to achieve successful development and
implementation in the field of geothermal energy use throughout Europe, and to
foster Inter-European co-operation.
· By disseminating, through publications, meetings, discussions or any other
activity the use of geothermal energy, as well as its marketing, and to forward
information on products and services to authorities, industry, and the
public at large.
· By publicising, at European level, the opinions of researchers,
engineers,managers, and any other commentators or proponents on the use of
geothermal energy, and bringing them to the attention of governments, national
and international organisations, decisionmakers, and the public at large.
Article 4
The Council membership shall have two categories:
· Ordinary members (entitled to vote)
The Council membership is open to legal entities or branches thereof concerned
with geothermal energy, whose principal place of business is in a
member state of the European Union, and any legal entity which applies for
membership, whose principal place of business is in another European country.
The legal entities shall be established in accordance with the laws and customs
of
the European country of origin.
· Honorary members (not entitled to vote)
The Board of Directors can award, by unanimous decision, honorary membership to
any natural person it feels suitable for this task. Honorary members shall
promote geothermal energy in their area of work, shall advocate geothermal
energy research and use to the public, and shall advise the Board of Directors
on its work and duties. The Board of Directors can cancel honorary membership of
a person at any time by a simple majority, if the behaviour of the person
concerned jeopardises the aims of the Council.
Article 5
The entities having signed the statutes in the constituting session shall
automatically be Ordinary Members of the Council. Subsequently, legal entities
wishing to become Ordinary Members shall make written application to the
secretary of EGEC. Membership shall be decided by simple majority vote of the
Board of Directors. Any member may withdraw from the Council effective from the
end of the current year by submitting its resignation in writing at least 2
months before the end of the year concerned.
Article 6
Ordinary Members are entitled to :
· Vote in the General Assembly (one delegate with one vote per Ordinary Member)
· Stand for election to the Board of Directors or other committees (indefinite
number of persons per Ordinary Member)
Article 7
The financial year of the Council shall correspond to the calendar year.
Ordinary Membership fees shall be decided upon by a simple majority of the
General Assembly and shall be paid to the Council each year before March 31.
Membership fees for Ordinary Members may differ according to the type and size
of the member entities and to the region they are located in. Honorary Members
are exempt from paying membership fees.
Article 8
The rights of membership of Ordinary Members will be lost in case of:
I. Resignation
2. Dissolution of the legal entity being member
3. Moving of the principal place of business of the member to a country outside
the European Union or another European country.
4. Non-payment of membership fees within 6 months after the 31st March ofthe
current year
5. Unseemly behaviour or acts that contravene the aims of the Council. In case 5
and any possible case not mentioned before, members may be excluded from
membership by the General Assembly, voting by secret ballot with two-third
majority of the delegates present. The proposal of exclusion from membership
shall be explicitly mentioned on the agenda of the meeting of the General
Assembly, and the member concerned shall have the opportunity to defend the case
in writing or orally at the meeting. If immediate action is required in case 5,
the Board of Directors can suspend membership rights of the member concerned
until the next meeting of the General Assembly, justifying the reason at this
next meeting. Members having resigned or being excluded from membership shall
have no right or interest in the Councils property or assets, shall remain
liable for any yet unpaid membership fee, and may not claim reimbursement of
membership fees paid or any other sums.
Article 9
The governing bodies of the Council are as follows:
· The General Assembly
· The Board of Directors
· The President and Vice Presidents
· The Audit Committee
Article 10
The General Assembly shall be the principal governing body of the Council, being
fully competent to pursue and implement the aims and objectives of the Council,
in particular but without limitation:
· To determine the general policy of the Council for the guidance of the Board
of Directors
· To elect the members of the Board of Directors and to terminate their
mandates
· To elect a President and two Vice-Presidents from among the members of the
Board of Directors
· To elect the members of the Audit Committee
· To approve the annual report of the Board of Directors
· To approve the Council's budgets and accounts
· To fix, following a proposal by the Board of Directors, the annual membership
fees
· To amend the statutes
· To voluntarily dissolve the Council
The General Assembly shall consist of one delegate (with written affidavit)from
each Ordinary Member of the Council. Honorary members and non- delegate persons
from Ordinary Members shall be entitled to attend the meetings, but not to vote.
The General Assembly shall be convened in both ordinary and extraordinary
session. The agenda of the meetings of the General Assembly shall be drawn up by
the Board of Directors. An item has to be put on the agenda even without the
consent of the Board of Directors, if this is requested by 10 % of the Ordinary
Members.
Article 11
Ordinary meetings of the General Assembly shall be convened by a letter issued by
the president, at least 1 month before the date fixed for the meeting, stating
the place, date and time of the meeting, and including the proposed agenda.
Items not on the agenda shall be dealt with at the meeting only if the General
Assembly votes unanimously in favour at the beginning of the meeting. Ordinary
meetings of the General Assembly shall be valid, if at least 50 % of the
Ordinary Members are represented, and shall be presided over by the President or
a Vice President. Resolutions of the General Assembly shall be recorded in a
register signed and kept by the President, who shall make it available to
members. All members of the Council shall be notified of the resolutions adopted
by the General Assembly.
Article 12
The Ordinary Annual General Meeting of the General Assembly has to be convened
no later than May 31st each year. The Ordinary Annual General Meeting shall be
valid, at first call, provided more than half of the Ordinary Members are
represented, and, at second call, irrespective of the number of Ordinary Members
represented.
The Annual General Meeting of the General Assembly has to:
· Discuss and approve the annual report of the Board of Directors
· Discuss the annual accounts and the report of the Audit Committee and approve
the accounts
· Discuss and approve the next years budget
· Elect, according to the periods of office,
The Board of Directors
The President and two Vice Presidents
The Audit Committee
Ordinary meetings of the General Assembly
may be convened by the Board of Directors, or when a request for a meeting is
submitted to the President by not less than 10 % of the Ordinary Members. The
General Assembly shall take decisions at Ordinary Meetings on a simple majority
of Ordinary Members represented.
Article 13
An Extraordinary Meeting of the General Assembly shall be convened by the
President at the request of the majority of the Board of Directors or at the
written request of at least 10 % of the Ordinary Members. An
ExtraordinaryMeeting shall only be convened for urgent matters that the Board of
Directors cannot deal with, and shall be convened by letter issued by the
President at least 10 days b efore the date fixed for the meeting. Only items
listed in the letter may be considered at the Extraordinary Meeting. For an
Extraordinary Meeting a quorum of 50 % of the Ordinary Members represented shall
be required. Decisions shall be taken by two-third majority of the Ordinary
Members represented.
Article 14
The Board of Directors shall consist of members elected by the General Assembly
from among persons belonging to Ordinary Member legal entities. The Board of
Directors shall include at all times at least one director who is ofBelgian
nationality. The Board of Directors shall consist of 7 members. The office
period shall be three years, re-election is possible twice. The General Assembly
may dismiss a Director at any time by two-third majority, voting at the same
time for a new Director. The Board of Directors shall control all the affairs of
the Council and, further- more, shall decide on all actions to be taken
regarding the management and development of the any liaisons, on behalf of the
Council, with the European Union, government and local bodies, universities,
research organisations, trade associations, individual experts, industry, and
commerce, both at national and international level. The Board of Directors shall
submit to the Annual General Meeting of the General Assembly an annual report
and accounts, as well as a budget proposal for the next financial year The Board
of Directors shall meet at least twice a year. The Board will be able to take
any decision only if 4 of the members are present or represented. Decisions of
the Board of Directors are made by simple majority voting. In the event of a
tied vote, the President shall have the casting vote. If a member of the Board
of Directors belongs to an Ordinary Member resigning from membership or being
excluded, the person shall cease to act on the Board and shall be replaced by
co-opting of a new member by the remaining members of the Board of Directors.
This new member has to be confirmed, or another person has to be elected, at the
next Ordinary Meeting of the General Assembly.
Article 15
The Board of Directors shall appoint the officers of the Council (Secretary,
Treasurer etc.). The Treasurer shall be responsible for the financial
administration of the Council. He shall be authorised to manage the banking
transactions of the Council . The Secretary shall assist the Board of Directors
in the day-to-day management and organisation of the Council.
Article 16
The President of the Council and two Vice Presidents shall be elected from among
the Board of Directors by the General Assembly. The President shall be the legal
representative of the Council, convene and preside over the Board of Directors
and the Central Assembly. The President may delegate his duties to one of the
Vice Presidents. The senior Vice President shall deputise for the President,
should the latter be prevented from officiating. If the President or a Vice
President belongs to an Ordinary Member resigning from membership or being
excluded, the person shall cease to act in this office and shall be replaced by
election of another person by the Board of Directors. This new President or Vice
President has to be confirmed, or another person has to be elected, at the next
Ordinary Meeting of the General Assembly.
Article 17
The financial year end is the 31" December of the year. The Board of
Directors is obliged to summit to the General Assembly the accounts of the past
year and the next budget. The Audit Committee shall exercise financial control
over the Council, shall ascertain the reliability of the accounts, and shall
report to the annual General Assembly in that respect. The Audit Committee
consists of representatives of three Ordinary Members and shall be elected by
the General Assembly for a one-year-term. Re-election is possible. If a member
of the Audit Committee belongs to an Ordinary Member resigning from membership
or being excluded, the person shall cease to act in the committee and shall be
replaced by election of a new member at the next Ordinary Meeting of the General
Assembly.
Article 18
The Board of Directors may establish committees for different tasks like
International Relations, Education, Technology Promotion, etc., as seems
appropriate to support the achievement of the aims of the Council.
Article 19
The General Assembly may issue internal regulations of the Council compatible
with the provisions of this statutes, in order to ensure the proper functioning
and administration of the Council.
Article 20
All meetings of the General Assembly, the Board of Directors and any committee
shall be conducted in the English language, unless all persons present agree
unanimously to change to another language for an individual meeting. All
communications and notices addressed to the members or the Directors and
officers shall be in the English language.
Article 21
Any proposal regarding amendment of the articles of the statutes of the Council
or dissolution of the Council should be made by the Board of Directors. Any
Ordinary Member is entitled to submit such proposal to the Board of Directors
for consideration. The amendments of the articles shall be voted by 2/3 majority,
with a quorum of 50 % of the ordinary members present or represented. The
modification of the statutes will be approved by Royal Arretein the Annexes of
the Moniteur Belge. In the event of dissolution of the Council, the General
Assembly shall appoint one or more liquidators whose powers and acts shall be
governed by theBelgian law. These decisions will be voted with 2/3 majority and
a quorum of 50 % of the ordinary members present or represented. After payment
of all debts and liabilities of the council, the liquidators shall distribute
the assets to the members with a maximum corresponding to their contribution.
Article 22
Should any of the provisions in these statutes not comply with the law, the
Board of Directors is entitled to immediately make the necessary changes to the
statutes, in the spirit of the aims of the Council. These changes have to be
approved by General Assembly at the next Ordinary Meeting.
Article 23
Notwithstanding the provisions of the present statutes concerning the meetings
of the General Assembly, a General Assembly held without prior notice or agenda
and composed of the persons forming the Council shall meet immediately after the
creation of the council with the power to elect the Board of Directors, the
President and two Vice Presidents, and the Audit Committee, and to transact any
other business requiring immediate attention.
Article 24
Anything not provided in these statutes and all future provisions published in
the "Annexes du Moniteur Belge" shall comply with the Belgian law.
<-- back
|