Articles of Association of FEHRL

 
English version of the Articles of Association of the international non profit association: FORUM OF EUROPEAN NATIONAL HIGHWAY RESEARCH LABORATORIES [FEHRL] amended by the General Assembly in Oslo (October 2007).   In all matters of law,  the French version shall take precedence.

CHAPTER I:

NAME, REGISTERED OFFICE, PURPOSE

ARTICLE 1: FORM

1.1 The Association is incorporated as a non-profit making international association (“association internationale sans but lucratif"), in accordance with the Belgian Law of 27th June 1921, and modified by the Law of 2nd May 2002, under the name "FORUM OF EUROPEAN NATIONAL HIGHWAY RESEARCH LABORATORIES”.

1.2 The abbreviated form of the name of the Association is FEHRL.

1.3. The name of the Association shall be preceded or followed by the words "association internationale sans but lucratif" or the abbreviation "AISBL" on all official documents.

ARTICLE 2: REGISTERED OFFICE

2.1. The registered office of the Association is situated at Boulevard de la Woluwe, 42, 1200-Brussels. The Association is located in the judicial district of Brussels.

2.2. The registered office may be transferred to any other location by a decision of the General Assembly. Representative offices may be established by the General Assembly in any country of origin of a member of the Association.

ARTICLE 3: PURPOSE

3.1 The purpose of the Association is to encourage collaborative research between European laboratories and institutes in the field of highway infrastructure, leading to the provision of relevant knowledge and advice to governments, the European Commission, the road industry and road users.

3.2 Through research collaboration, the Association therefore has as its main tasks:

• to provide scientific input to European and national government policy on highway engineering and road transport matters;
• to create and maintain an efficient and safe road network in Europe;
• to increase innovation in European road construction and road-using industries;
• to improve the energy efficiency of highway construction and maintenance;
• to protect the environment and improve quality of life.

3.3 The Association is prohibited from carrying out any commercial and profit making activity.

CHAPTER II

MEMBERS OF THE ASSOCIATION

ARTICLE 4: MEMBERSHIP

4.1 The Association will comprise members, who must be organisations legally constituted according to the laws and practice of their country of origin. Only one member per country is allowed.

4.2 Membership is open to the national highway research laboratories of EU and EFTA countries.  Members may also be accepted from equivalent institutes or laboratories in other countries which are engaged in European activities.

ARTICLE 5: MEMBERSHIP PROCEDURE

5.1 Candidates for membership must make written application to the President of the Association at the registered office of the Association, describing their national and international research activities, their status or articles of association, and their relationship to the national roads authority.

5.2 The President will put valid applications for membership on the agenda of the first meeting of the General Assembly to be convened following reception of the application. Applications for membership will be considered by the General Assembly, which may approve the application if it conforms to all the following criteria:

1. The applicant is the national laboratory, or institute, or equivalent qualified organisation legally constituted in the country concerned.
2. The applicant’s candidacy is supported by at least three existing members of the Association.
3. The applicant’s candidacy is supported by the competent national roads authority or equivalent.
4. The applicant is active and with a proven record of excellence in the field of highway research, and agrees to contribute to the work of the Association.
5. The applicant agrees to abide by the articles of association.
6. The applicant agrees to pay the membership fee determined in accordance with the category of membership allocated to them by the General Assembly.

5.3. The General Assembly has sole jurisdiction to determine the eligibility of the candidate and is under no obligation to provide the reasons for rejection of an application.

5.4. Membership commences immediately after the acceptance by the General Assembly of the application of the new member, save when the General Assembly decides otherwise. The General Assembly may also defer a decision on membership to the subsequent meeting.

ARTICLE 6: RIGHTS AND OBLIGATIONS

6.1 Each member must appoint a representative who will have full authority to represent it in the General Assembly in accordance with Article 9. The member can change its representative at any time, but should inform the Secretary-General of the identity of their representative at least seven days before a meeting of the General Assembly.

6.2 Any member has the right to set up a FEHRL Group in its country, in order to assist with advancing the objectives of the Association. The FEHRL Group must be set up and managed in accordance with the present articles of association, the rules of procedure of the Association and any additional rules laid down by the General Assembly, and any relevant national law.

6.3 The obligations of all members are:

• to assist in advancing the objectives of the Association;
• to comply with the present articles of association, the rules of procedure and any other decision taken within the competencies by the General Assembly, Supervisory Board or the Executive Committee respectively;
• to inform the other members of their activities relevant to the objectives of the Association;
• to pay the annual membership fee for the membership category to which they belong;
• to inform the General Assembly of any changes to their legal or organisational status affecting any of the criteria set down in Article 5 under which their membership was originally approved.

  
ARTICLE 7 – RESIGNATION, LOSS OF MEMBERSHIP

7.1 Any member wishing to resign from the Association may do so at the end of the calendar year, provided it has given three (3) months notice of resignation by registered mail addressed to the President at the registered office of the Association.

7.2 A resigning member will remain liable for the membership fee due in the year of its resignation.

7.3 A member acting in ways prejudicial or contrary to the objectives of the Association, no longer meeting all the criteria set down in Article 5 or not respecting its obligations as set forth in Article 6.3, may have its membership suspended by the Executive Committee and, within a period of six months following the decision of suspension, revoked by the General Assembly after being heard. In such circumstances, the member has no rights to reimbursement of any fees paid at the time of revocation.

CHAPTER III

THE GENERAL ASSEMBLY

ARTICLE 8: POWERS OF THE GENERAL ASSEMBLY

8.1. The General Assembly has full rights to implement the aims and objectives of the Association. Each year the General Assembly shall determine the priorities and areas of activities for the Association for the year following. The following items come under the sole jurisdiction of the General Assembly:

a. to approve of membership and loss of membership of the Association;
b. to approve the budget and the financial accounts, as drawn up by the Executive Committee and presented at the General Assembly;
c. to appoint and dismiss the President and Vice-President(s)
d. to appoint and dismiss members of the Supervisory Board;
e. to appoint and dismiss the members and Chairman of the Executive Committee,
f. to appoint and dismiss the Secretary-General;
g.  to appoint and dismiss non-voting observers to the Executive Committee meetings
h. if applicable, to appoint and dismiss the statutory auditor and determine the statutory auditor's fee;
i. to discharge the  members of the Supervisory Board, of the Executive Committee, the Secretary-General and the statutory auditor from their responsibilities;
j. to modify the articles of association and rules of procedure ;
k.to voluntarily dissolve the Association;
l. to perform all actions as required by the present articles.

8.2 The General Assembly shall approve the rules of procedure of the Association. Any changes to such rules of procedure shall be proposed by the Executive Committee and be approved by the General Assembly. The rules of procedure shall provide all provisions which are related to the implementation of the articles of association and the administration of the assocation in general. The rules of procedure will include the criteria for the allocation of members into categories as well as the number of votes granted to each category of members. The rules of procedure can not be inconsistent with the binding prescriptions of the applicable legislation or the articles of assocation.

ARTICLE 9: COMPOSITION OF THE GENERAL ASSEMBLY

9.1. All members have the right to attend and to vote at the General Assembly. The members are divided in different categories. The sole differences between the different categories of members are (1) the membership fee paid by the member; (2) the number of votes of a member. The criteria on the basis of which the members are divided into categories as well as the list stating to which category a member belongs will be determined by the General Assembly, on proposal of the Executive Committee.

9.2. Each of the members has at least one vote. The maximum number of votes per member will amount to eight (8) votes.

9.3. Each member must appoint a representative in accordance with Article 6.1. The member's representative may be accompanied by other persons appointed as an observer by the member who may participate in meetings of the General Assembly but without the right to vote.

9.4 For a General Assembly meeting, absent members may appoint a proxy to vote on their behalf provided written notification has been given to the President in advance of a vote.

ARTICLE 10: MEETINGS OF THE GENERAL ASSEMBLY AND CONDUCT OF THE MEETINGS

10.1 The General Assembly will hold at least two meetings every year. At the first meeting at least the annual accounts of the Association will be approved and discharge will be given to the members of the Supervisory Board and of the Executive Committee. At the second meeting at least the budget for the following year will be approved.

10.2. The General Assembly is convened by the President or a vice-President. All members shall be convened by a written convening notice at least 14 days before the General Assembly takes place. This convening notice shall be signed by the President or a vice-President. The convening notice shall mention the day, hour and place of the General Assembly. The convener may also invite non-members, experts or advisors, to attend the meeting of the General Assembly, without voting rights. The convening notice shall state the agenda.

The quorate General Assembly can validly deliberate and resolve on items which are not on the agenda.

10.3 At the request of half of the members, or at the request of the Supervisory Board, the President or (one of the) Vice-President(s) will convene a meeting of the General Assembly within six (6) weeks of that request. In exceptional circumstances an extraordinary meeting of the General Assembly can be convened by the Supervisory Board. Such meeting can be convened by a ten days notice period.

10.4 The General Assembly will be presided by the President, or in his absence the Vice-President, or oldest Vice-President attending.  Before any decision is adopted, the secretariat of the Association draws up the attendance list, which must be signed by each representative with mention of the number of votes held by such member.

The minutes of the General Assembly are drawn up by the secretariat of the Association. The minutes shall be approved and signed by the President and at least one other member of the Supervisory Board. Each member can at any time request a copy of the minutes. Copies to be produced for legal or other purposes shall be signed by at least one member of the Supervisory Board or of the Executive Committee or by the Secretary-General. The minutes will be kept at the registered offices of the Association under the control of the Secretary-General.
 
ARTICLE 11: QUORUM AT THE GENERAL ASSEMBLY

11.1 On all matters other than the accounts and the budget, amendments to the articles of association, or liquidation or dissolution of the Association, each member has one vote and decisions at the General Assembly shall be adopted by a simple majority (50% + 1) of the votes, not counting abstentions, where a vote is called. Such voting may be either by open or secret ballot, if so requested by at least one member..

11.2 In voting on the accounts and the budget, each member will have the number of votes attached to the category of member it belongs to determined in accordance with Article 8.2 and decisions will be taken by a simple majority (50% + 1) of the votes present or represented at the meeting .

11.3 In voting on amendments to these articles of association, or the liquidation or dissolution of the Association, each member has one vote and decisions will be taken by a two-thirds majority (66%+1) of the votes present or represented at the meeting.

11.4 The decisions of the General Assembly (except for those dealing with amendments to these articles of association, or with the liquidation or dissolution of the Association) are valid if more than half of the members are present or represented. If this quorum is not reached, another General Assembly shall be called with the same agenda within six weeks. Its proceedings will be valid irrespective of if a quorum is reached.

Meetings dealing with amendments to these articles of association, or with the liquidation or dissolution of the Association, will require a quorum of two-thirds of the members to be present or represented. If a quorate meeting is unable to resolve the matter of proposed amendments to the articles of association, or the dissolution of the Association, a further meeting may be held at which no quorum is required.

ARTICLE 12: BUDGET AND ACCOUNTS

12.1 Each year, a budget statement (“activities plan”) addressing the strategic objectives of the Association for the forthcoming financial year’s activities of the Association will be prepared by the Executive Committee for review by the Supervisory Board.  The budget statement will be submitted to the General Assembly for approval. The financial year of the Association will be the calendar year.

12.2 The General Assembly will also, at the same meeting, approve the membership fee per category of members for the following year and the repartition of members between the different categories.

12.3 After the close of each financial year, the accounts of the Association will be presented by the Executive Committee to the Supervisory Board to be reviewed and audited by the Supervisory Board. After revision the accounts will be submitted for final approval by the General Assembly.

12.4 The Chairman of the Executive Committee will present to the General Assembly the financial position of the Association, in particular the accounts of the past year and the budget for the forthcoming year.

CHAPTER IV

THE PRESIDENCY,  SUPERVISORY BOARD, EXECUTIVE COMMITTEE AND THE SECRETARY-GENERAL

ARTICLE 13: POWERS AND COMPOSITION OF THE SUPERVISORY BOARD

13.1 The Supervisory Board is composed of the President and the Vice-President(s) of the Association and at least one other member. The Supervisory Board has the power to represent the interests of the General Assembly between its meetings, to oversee the activities of the Executive Committee and to call for General Assembly meetings to be called.

13.2 The members of the Supervisory Board are appointed for a period of three years by the General Assembly. The rules of procedure can set out the criteria for eligibility to stand for election and the procedures to be followed in the elections.

13.3 The position of member of the Supervisory Board is not remunerated, save if the General Assembly resolves otherwise. The General Assembly may suspend or dismiss the members of the Supervisory Board at any time.

13.4 In case of voluntary resignation, the President or Vice-President(s) remain in office as long as the General Assembly has not filled the vacancy.

ARTICLE 14: MEETINGS OF THE SUPERVISORY BOARD AND CONDUCT OF THE MEETINGS

14.1 The Supervisory Board will meet at least two times per year. 

14.2 The Supervisory Board shall be convened by the President. The call for each meeting must be accompanied by the agenda for the meeting. The convener may also invite non-members, experts or advisors, to attend the meeting, without voting rights.

14.3 Each member of the Supervisory Board has one vote. The resolutions of the Supervisory Board are adopted by a simple majority of the votes.

14.4 Resolutions made and actions taken by the Supervisory Board shall be recorded in writing, signed by the President and kept at the disposal of the members at the registered office of the Association.

 
ARTICLE 15: POWERS AND COMPOSITION OF THE EXECUTIVE COMMITTEE

15.1 The Association is managed by the Executive Committee, which has the residual powers within the Association. The Executive Committee is composed of a minimum of four and a maximum of six members. The Executive Committee is presided by a Chairman.

15.2 The members of the Executive Committee are appointed for a renewable period of three years by the General Assembly. The rules of procedure can set out the criteria for eligibility to stand for election and the procedures to be followed in the elections.

15.3 The position of member of the Executive Committee is not remunerated, save if the General Assembly resolves otherwise. The General Assembly may suspend or dismiss the members of the Executive Committee at any time.

15.4 The member of the Executive Committee will have the right to attend (without any voting rights) meetings of the General Assembly and Supervisory Board, except where such meetings deal with questions of his (her) performance.

15.5 If the number of members of the Executive Committee, for whatever reason, has fallen below the legal or statutory determined minimum threshold, and as long as the General Assembly has not filled the vacancy, the outgoing members of the Executive Committee shall remain in office.

ARTICLE 16: MEETINGS OF THE EXECUTIVE COMMITTEE AND CONDUCT OF THE MEETINGS

16.1 The Executive Committee will meet at least four times per year and at other times as necessary and as agreed by a minimum of one third of its members. The Executive Committee will arrange for activity reports to be presented to each General Assembly meeting covering, at a minimum, actions taken and results achieved since the previous meeting, and forward activity plans.

16.2 The Executive Committee shall be convened by the Chairman or the Secretary-General. The notice period is three days. The call for each meeting must be accompanied by the agenda for the meeting. The convener may also invite non-members, experts or advisors, to attend the meeting, without voting rights.

16.3 Members of the Executive Committee may appoint another member of the Executive Committee as a proxy to vote on their behalf provided notification has been given to the Chairman at least two days before the meeting takes place. No member of the Executive Committee may hold the proxy votes of more than one other member.

16.4 Each member of the Executive Committee has one vote. The resolutions of the Executive Committee are adopted by a simple majority of the votes of the members present or represented at its meetings provided that at least half of the members of the Executive Committee are present or represented. If an insufficient number of members are present or represented, a second meeting may be held within ten days, for which no quorum is required. When there is an equal number of votes against and in favour, the Chairman (or other member presiding the meeting) shall have the casting vote.

16.5 Resolutions made and actions taken by the Executive Committee shall be recorded in writing, signed by the Chairman and the Secretary-General and kept at the disposal of the members at the registered office of the Association.

16.6 Meetings of the Executive Committee can validly be held by way of telephone or videoconference.

16.7 In exceptional circumstances, when justified by urgency and if required in the Association's interest, the Executive Committee can decide in writing without meeting, provided that the decisions are taken by unanimous consent of all members of the Executive Committee. The written approval can be communicated by letter, e-mail, telegram or facsimile. This procedure may not be applied to approve the draft financial accounts and budget.

ARTICLE 17: REPRESENTATION OF THE ASSOCIATION AND POWERS OF ATTORNEY

17.1 The Executive Committee is empowered to do and perform whatever shall be necessary or useful for the realisation of the objectives of the Association, save to the extent of the powers reserved to the General Assembly or the Supervisory Board by the articles of association or by law.

17.2 The Supervisory Board may propose a Secretary-General of the Association, who shall be in charge of the daily management of the Association, for approval by the General Assembly.

17.3 The Executive Committee may also delegate specific powers to one or more persons. Such powers shall be set forth in the minutes of the Executive Committee resolving upon such power of attorney. The rules of procedure shall further set forward the respective powers and the procedures for the appointment and dismissal of such persons.

17.4 The Association shall be validly represented at law and extra judicially by:

- the President of the Association, or
- the Chairman of the Executive Committee, or
- two members of the Supervisory Board acting jointly, or
- two members of the Executive Committee acting jointly, or 
- within the scope of daily management, by the Secretary-General. 

ARTICLE 18: CONFLICT OF INTEREST

If a member of the Supervisory Board or Executive Committee has a direct or indirect personal and conflicting interest in a decision or transaction within the authority of the  Supervisory Board or Executive Committee, respectively, they must inform the President or Chairman respectively  (or other person presiding over the meeting) thereof. In such event, the member may not participate in the deliberations of the Supervisory Board or Executive Committee respectively on such transactions or decisions nor at the voting in respect thereof.  

ARTICLE 19: SECRETARY-GENERAL

19.1 Daily management is delegated to a Secretary-General.  The Secretary-General shall not be a member of the General Assembly or the Executive Committee. The Secretary-General is appointed by the General Assembly on the proposal of the Supervisory Board and is remunerated by the Association.

19.2 The Secretary-General will be responsible for arranging meetings of the General Assembly, Supervisory Board and Executive Committee, and will have the right to attend (without any voting rights) those meetings, except where such meetings deal with questions of his (her) employment or performance. He (she) will be responsible for maintaining specific records of those meetings and their decisions, and for ensuring appropriate follow-up actions.

19.3 The Secretary-General will accomplish all necessary and useful actions and execute all necessary and useful documents with respect to the financial and personnel management of the Association in the broadest sense.

19.4 The Secretary-General may delegate his (her) powers for particular or specific purposes to a proxy holder.

CHAPTER V

MISCELLANEOUS

ARTICLE 20: LIQUIDATION OR DISSOLUTION

20.1 Save in the event of a judicial liquidation or a liquidation by force of law, the General Assembly can only resolve upon the voluntary dissolution of the Association in accordance with the applicable legislation. In the event of voluntary dissolution of the Association, the liquidation of the Association shall be carried out by liquidators appointed by the General Assembly, or, failing such appointment, the court. The General Assembly or the court shall determine the competences of the liquidator(s), the conditions of dissolution and decide on how to dispose of the assets of the Association

20.2 After discharging all outstanding obligations, liabilities and financial responsibilities, any residual assets will be allocated by the liquidators to a similar institution or other public body which promotes appropriate collaborative research in Europe.

ARTICLE 21: MATTERS NOT COVERED BY THE PRESENT ARTICLES OF ASSOCIATION.

Any matter which is not provided for in the present articles of association shall be subject to the regulation applicable to non profit associations, the rules of procedure and the usages in this respect.