Articles of Association - Articles of association of the European Welding Association (EWA)

(Revised draft for the General Assembly in June 2009)

Articles:

1. NAME

The association bears the name of the European Welding Association (EWA).

2. OBJECTIVES

The association has as its objectives:

2.1 To foster the interests of its sector of industry by clarifying its policy and providing channels of communication and negotiation with other bodies.

2.2 To ensure that its sector of industry plays its full part in the interest of the European Union at large and to foster trade in its sector of industry.

2.3 To represent the interest of its sector of industry as a whole, or any constituent part thereof, in dealings with the governments of the EU countries, the Commission of the EU, other foreign countries and with trade organisations and all other bodies on matters relating to and affecting its sector of industry.

2.4 To revise existing and to promote new technical standards as may from time to time be necessary for trade throughout the EU and the rest of the world.

2.5 To join in membership and take an active part in other international organisations as may be from time to time necessary and appropriate.

2.6 To organise and facilitate the collection, co-ordination and presentation of reliable statistics for its sector of industry provided that in this and all activities the Association shall comply with the requirements of EU Competition law.

2.7 To provide senior management members of manufacturers servicing the welding industry a forum to:
- Improve technical and commercial standards in the welding industry;
- Improve understanding of the welding industry market and its needs;
- Promote the welding industry worldwide.

2.8 To enhance the image of welding and welding manufacturing as a career choice and as an industry crucial to building and maintaining the global economic infrastructure.

3. STATEMENT ON COMPETITION POLICY

Even though one of the purposes of EWA is to bring all industry players together in various meetings, strict enforcement of existing competition laws must be respected. To that end, during the activities of EWA and/or any related activities, members shall observe the following recommendations.

3.1 Each member has the responsibility to avoid raising unsuitable subjects for discussion and to keep in mind that the primary purpose of the EWA is to promote the European welding industry in general.

3.2 There will be no exchange of information among members relating to costs, sales, profitability, prices, marketing or distribution of any individual company product or service except where information is provided in confidence to an independent third party as part of EWA’s statistics schemes.

More precisely the following may not be discussed nor information exchanged between members:

Individual company current or projected pricing, discounts, etc. or data that bears on pricing.
Industry pricing policies, price levels, price changes, etc.
Changes in industry production, capacity, or inventory (unless they are of public knowledge).
Plans of individual companies concerning design, characteristics, production, distribution, or introduction dates of particular products.
Information of strategic nature or with potential strategic impact.

3.3 Participation in EWA will not be used as a means of fixing prices or markets, boycotting distributors or otherwise restricting competition.

3.4 Nothing in the Articles of association or other rules of EWA shall be construed to limit any member’s right to obtain services and products, to prohibit or restrict any party from independently developing or acquiring competitive materials or systems, nor to limit any member’s right to deal with any vendors, suppliers, contractors or customers.

3.5 No Member has any obligation to provide intellectual property rights or to waive any such rights because of participation in the EWA.

3.6 The proceedings at all EWA meetings must be monitored and all discussion minuted. If the Chairman or Secretary of an EWA meeting is concerned that any discussion may contravene these guidelines the discussion should be halted until advice has been taken from the EWA General Manager or legal adviser as may be appropriate.

4. MEMBERSHIP

4.1 Membership is open for European national associations of manufacturers of welding materials and equipment as well as products of related technologies, and for manufacturers of the above mentioned products, provided they have a manufacturing base in Europe.

4.2 If there is a national association, as described above, in the country where the corporate member has its European headquarters, membership of that association is a pre-requisite for direct membership.

4.3 The offer of membership will be extended by the Executive Committee. Upon written acceptance of this offer the membership is effective from the date of decision of the Executive Committee.

4.4 A member can cancel the membership by the thirty-first of December of each year. The term of notice is twelve months. Cancellation requires written notice by registered mail addressed to the mailing address of the Association. Upon notice of cancellation the Member continues to be responsible for paying fees throughout the official term of membership.

4.5 A membership can be cancelled by the Association in case of a violation of the articles of the association and rules, including payment of the fees, by a member. Such a cancellation is decided by a majority vote in the Executive Committee and will take immediate effect.

5. ORGANISATION OF EWA

EWA is comprised of the following offices:

the Executive Committee
the Management Committee
the Technical Committees
General Assembly
President and Vice Presidents
General Manager.

6. EXECUTIVE COMMITTEE

6.1 The Executive Committee is composed of representatives of the Members. The Executive Committee is charged with managing EWA. It will develop and implement the general strategy of EWA and direct the actions of the General Manager in accordance with the policies agreed by the General Assembly. The EWA President is the chairman of this committee.

6.2 Each Member can nominate a representative. The representative must be a senior manager or officer of the Member he represents. A Member may also assign a delegate (delegates) to assist at meetings as may be appropriate.

6.3 Each Member has the authority to withdraw a representative if a replacement is simultaneously appointed.

6.4 The Executive Committee will meet twice each year, normally approximately three months before and three months after the General Assembly and at a time and place agreeable to the members. Additional meetings can be held at the request of the majority of Members.

6.5 Notification of a meeting will be given at least four weeks in advance.

6.6 Each Member can cast one vote. Decisions will be made by a simple majority of the valid votes cast at the meeting.

6.7 The Executive Committee appoints, whenever necessary, ad hoc committees for specific tasks.

6.8 The membership of the Executive Committee automatically ends, when the represented body of the member has ceased to be a Member.

7. PRESIDENT AND VICE PRESIDENTS

7.1 The Executive Committee has the power to nominate the candidates for the presidency and one or two vice presidencies, upon which the General Assembly will appoint these for a period of two years. Members may also propose a candidate if at least five Members will support this candidacy.

7.2 The President and Vice Presidents can be re-nominated once.

8. MANAGEMENT TEAM

8.1 The Management Team is composed of the EWA President, the Vice-Presidents, and the General Manager.

8.2 The Management Team will have charge of the routine management of EWA and in particular it will implement the decisions of the Executive Committee, prepare proposals for the Executive Committee, manage the membership and finances of EWA and attend to the legal obligations of EWA.

8.3 The Management Team will meet immediately before each Executive Committee meeting and the General Assembly. Other meetings may be held in person or by teleconference at the request of the EWA President.

9. TECHNICAL COMMITTEES

9.1 The Executive Committee will create Technical Committees to carry out detailed work on the technical aspects of welding and to strive for a common European position.

9.2 There will normally be at least two Technical Committees. One Technical Committee will focus on welding consumable materials and another on welding equipment. Such other Technical Committees may be created by the Executive Committee when requested by a member and having at least five initial members attending.

9.3 Membership of Technical Committees is open for all members engaging in the field of activity of the Technical Committee in question.

9.4 Each Technical Committee will elect a Chairman (subject to approval of the Executive Committee) from its committee membership when required, subject to ratification by the General Assembly. Technical Committees will meet whenever action is required but at least once in each calendar year, with meetings to be convened by the committee Chairman. Where appropriate, the Executive Committee may agree remuneration for work provided to the Technical Committees by consultants as Chairman or otherwise.

10. GENERAL ASSEMBLY

10.1 A meeting of the General Assembly will be held at least once a year. Decisions will be made by a simple majority of the valid votes cast at the meeting.

10.2 The Members will be notified at least twenty-eight days in advance of the meeting. The day of notification and the day of the meeting will not be included in the twenty-eight days.

10.3 The General Assembly decides on all subjects except for those subjects which are specifically designated to other bodies under the present articles of association.

10.4 Each member has one vote.

10.5 A quorum of 50% of the members must be represented at a General Assembly.

11. GENERAL MANAGER

11.1 The Executive Committee selects a candidate for the General Manager position and proposes that candidate to the vote of the General Assembly. The General Assembly will decide the appropriate remuneration for the position where applicable.

11.2 The General Manager will undertake the executive management of the Association, with particular responsibility for:

§ Increasing the membership of the EWA and enhancing the funding available to the Association from non-member sources;
§ Management of the functions of EWA, in particular in the work of the Technical Committees and the prompt and accurate provision of statistics;
§ Ensuring the proper management of EWA finances and acting as the treasurer of the Association;
Preparing and attending the Executive Committee meetings and General Assemblies;
Management of legal issues affecting EWA and its members with the assistance of legal counsel;
All logistical issues for satisfactory performance of EWA.

11.3 The General Manager reports to the President, the Management Team and the Executive Committee and his nearest superior is the President.

12. FINANCES

12.1 The Association is financed by:

dues (subscription fees);
supplementary fees (only by decision of the General Assembly);
voluntary contribution and gifts;
all other lawful income.

13. FEES

13.1 Each Member will pay a basic fee which will enable the Member to participate in the Executive Committee and General Assembly. The Member’s basic fee will vary according to the size and scope of the activity of the Member. The basic structure of such fees includes two levels to be agreed by the Executive Committee.

13.2 Each Member will pay an optional fee for each Technical Committee in which he participates, including participation in the statistical work. The Member’s optional fee will vary according to the size and scope of the activity of the Member. The basic structure of such fees includes two levels to be agreed by the Executive Committee.

13.3 The Executive Committee can accept a deviation from the two fee levels for both the basic fee and the optional fees in special cases.

14. ANNUAL REPORT, ACCOUNTING, BUDGETING

14.1 The financial term of the Association and the Annual Report will cover a calendar year from first January to thirty-first December.

14.2 The Executive Committee will report to the General Assembly within six months after the close of the year and will provide a profit and loss statement and a balance sheet and accept accountability over the finances and policies of the offices of the Association. The Executive Committee will provide a budget for the following year and the General Assembly will ratify the membership fees for the following year based on that budget.

14.3 The accounts of the Association are audited as a part of the auditing process of the organisation that has been assigned to keep the accounts. Additionally an internal auditor, coming from one of the members, is appointed each year by the Executive Committee. The internal auditing report will be provided to the General Assembly along with the annual accounts.

15. CHANGES IN THE ARTICLES OF ASSOCIATION

15.1 The Articles of Association cannot be changed except when a specific decision to do so is taken by the General Assembly. The information that such a change is pending will be communicated explicitly. The agenda of the meeting of the General Assembly will contain a word by word text of the proposed change.

15.2 Changes in the Articles of Association can only by voted on in a General Assembly whereby two thirds of the Members are represented.

15.3 If such a quorum is not reached at the meeting of the General Assembly for this purpose, then a new General Assembly meeting will be held, but not before three weeks after the first have elapsed. During the second meeting of the General Assembly a majority vote with disregard for the required quorum will decide the issue.

16. DISSOLUTION

16.1 The Association can be dissolved by a decision taken by the General Assembly under the same rules as in Article 15 - Changes in the Articles of Association.

16.2 Any assets remitting from the balance of assets and liabilities will be owned by the Members of the Association at the time of dissolution. Every Member will receive his proportional share.

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